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Share-Based Compensation | 3 Months Ended
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Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Share-Based Compensation | 13. Share-Based Compensation On November 18, 2015, the Company’s Board of Directors adopted and approved the 2015 Equity Incentive Plan (the 2015 Plan), which authorized the Company to grant up to 223,424 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units and other share awards. The types of share-based awards, including the rights, amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The purpose of the 2015 Plan was to provide the Company with the flexibility to issue share-based awards as part of an overall compensation package to attract and retain qualified personnel. On May 18, 2017, the Company amended the 2015 Plan to increase the number of ordinary shares available for issuance under the 2015 Plan by 219,605 shares to 443,029 shares. On March 14, 2018, the Company’s Board of Directors adopted and approved the 2018 Equity Incentive Plan (the 2018 Plan), which became effective upon the execution and delivery of the underwriting agreement related to the Company’s IPO in May 2018. Since adopting the 2018 Plan, no further grants will be made under the 2015 Plan. The ordinary shares underlying any options that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2015 Plan will not be added back to the ordinary shares available for issuance. The 2018 Plan originally authorized the Company to grant up to 1,018,459 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units, performance share awards, performance cash awards and other share awards. The types of share-based awards, including the amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The ordinary shares underlying any options that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2018 Plan are added back to the ordinary shares available for issuance under the 2018 Plan. On December 5, 2018, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved an increase in the number of ordinary shares available to be granted pursuant to the 2018 Plan by 4% of the total number of shares of the Company’s issued share capital on December 31, 2018, being 574,081 ordinary shares. On February 14, 2020, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved, by written resolution, an increase of 594,758 ordinary shares to the number of ordinary shares available to be granted pursuant to the 2018 Plan, being just under 4% of the total number of the Company’s ordinary shares outstanding on December 31, 2019, in accordance with the terms of the 2018 Plan. On June 10, 2020, at the Company’s annual general meeting of shareholders, the shareholders approved and adopted an amended and restated 2018 Plan which, among other things included an increase of 2,250,000 ordinary shares to the number of ordinary shares reserved for issuance under the 2018 Plan. On June 23, 2021, at the Company’s annual general meeting of shareholders, the shareholders approved an amendment to the amended and restated 2018 Plan to increase the number of ordinary shares reserved for issuance under the amended and restated 2018 Plan by 15,000,000 ordinary shares to 19,437,298 ordinary shares. On November 24, 2021, the Company’s Board of Directors adopted and approved the 2021 Inducement Equity Incentive Plan (the 2021 Inducement Plan) reserving 5,000,000 of its ordinary shares to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company (or following such individuals’ bona fide period of non-employment with the company), as a material inducement to such individuals’ entry into employment with the company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2021 Inducement Plan are substantially similar to the 2018 Plan. Share Options Unless specified otherwise in an individual option agreement, share options granted under the 2015 Plan, the 2018 Plan and the 2021 Inducement Plan generally have a ten year term and a four year vesting period. The vesting requirement is conditioned upon a grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of an option holder’s disability or death while employed by or providing service to the Company, the exercisable period extends to twelve months or eighteen months, respectively. The fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was estimated using the Black-Scholes option-pricing model. The inputs for the Black-Scholes model require management’s significant assumptions. The risk-free interest rate was based on a normalized estimate of the 7-year U.S. treasury yield. The Company has estimated the expected term utilizing the “simplified” method for awards that qualify as “plain vanilla”. The Company does not have sufficient company-specific historical and implied volatility information and it therefore estimates its expected share volatility based on historical volatility information of reasonably comparable guideline public companies and itself. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected dividend yield is based on the fact that the Company has never paid cash dividends and the Company’s future ability to pay cash dividends on its shares may be limited by the terms of any future debt or preferred securities. The Company has elected to account for forfeitures as they occur. The Company granted 147,436 share options to employees and directors during the three months ended March 31, 2022, under the 2018 Plan and 50,000 share options to employees during the three months ended March 31, 2022 under the 2021 Inducement Plan. No share options were granted to employees or directors during the three months ended March 31, 2021. There were 15,679,663 and 235,645 unvested employee and director share options outstanding as of March 31, 2022 and March 31, 2021, respectively. Total expense recognized related to employee share options was $1,681 for the three months ended March 31, 2022 and $164 for the three months ended March 31, 2021. Total unamortized compensation expense related to employee share options was $19,917 and $806 as of March 31, 2022 and March 31, 2021, respectively, which is expected to be recognized over a remaining weighted average vesting period of 3.24 years and 1.21 years as of March 31, 2022 and March 31, 2021, respectively. The range of assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows:
|  | Three months ended |
|  | March 31, 2022 |  | March 31, 2021 |
Volatility |  | 130% |  | 90.3% |
Expected term in years |  | 5.50 - 6.25 |  |  | 6.25 |
Dividend rate |  | 0% |  | 0% |
Risk-free interest rate |  | 1.9 - 2.55% |  | 0.78% |
Share price |  | $0.41-$0.45 |  | $2.03 |
Fair value of option on grant date |  | $0.37 - $0.40 |  | $1.52 |
The following table summarizes total share option activity for all Company plans:
|  | Equity Plans |  |  | Inducement Plan |  |  | Total |
Options outstanding December 31, 2021 |  |  | 14,229,810 |  |  |  | 1,800,000 |  |  |  | 16,029,810 |
Granted |  |  | 147,436 |  |  |  | 50,000 |  |  |  | 197,436 |
Exercised |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |  |  |  | — |
Expired |  |  | — |  |  |  | — |  |  |  | — |
Options outstanding March 31, 2022 |  |  | 14,377,246 |  |  |  | 1,850,000 |  |  |  | 16,227,246 |
The following table summarizes the number of options outstanding and the weighted-average exercise price as of March 31, 2022:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life in Years |  |  | Aggregate Intrinsic Value (in thousands) |
Options outstanding December 31, 2021 |  |  | 16,029,810 |  |  | $ | 2.01 |  |  |  | 9.42 |  |  | $ | — |
Granted |  |  | 197,436 |  |  | $ | 0.43 |  |  |  |  |  |  |
Exercised |  |  | — |  |  |  |  |  |  |  |  |  |
Forfeited |  |  | — |  |  |  |  |  |  |  |  |  |
Expired |  |  | — |  |  |  |  |  |  |  |  |  |
Options outstanding March 31, 2022 |  |  | 16,227,246 |  |  | $ | 1.99 |  |  |  | 9.19 |  |  | $ | — |
Exercisable at March 31, 2022 |  |  | 547,583 |  |  | $ | 7.10 |  |  |  | 6.49 |  |  | $ | — |
Restricted Share Units (RSUs) The Company granted 29,381 and 1,198,136 RSUs to employees and directors during the three months ended March 31, 2022 and three months ended March 31, 2021, respectively. The following table summarizes the number of RSUs granted covering an equal number of the Company’s ordinary shares for all of our plans:
|  | Equity Plans |  |  | Inducement Plan |  |  | Total |
RSUs outstanding December 31, 2021 |  |  | 1,285,328 |  |  |  | 500,000 |  |  |  | 1,785,328 |
Granted |  |  | 29,381 |  |  |  | — |  |  |  | 29,381 |
Shares vested |  |  | (578,136 | ) |  |  | — |  |  |  | (578,136 | )
Forfeited |  |  | — |  |  |  | — |  |  |  | — |
RSUs outstanding March 31, 2022 |  |  | 736,573 |  |  |  | 500,000 |  |  |  | 1,236,573 |
The table below shows the number of RSUs outstanding covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the RSUs outstanding as of March 31, 2022:
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value per Share |
RSUs outstanding December 31, 2021 |  |  | 1,785,328 |  |  | $ | 1.28 |
Granted |  |  | 29,381 |  |  | $ | 0.45 |
Shares vested |  |  | (578,136 | ) |  | $ | 1.60 |
Forfeited |  |  | — |  |  |  |
RSUs outstanding March 31, 2022 |  |  | 1,236,573 |  |  | $ | 1.10 |
The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, which is generally one year for directors and two years for our employees under our 2018 Plan and four years for our employees under our 2021 Inducement Plan. Total expense recognized related to the RSUs was $214 for the three months ended March 31, 2022 and $82 for the three months ended March 31, 2021. Total unamortized compensation expense related to the RSUs was $1,130 and $1,834 as of March 31, 2022 and March 31, 2021, respectively, which is expected to be recognized over a remaining average vesting period of 1.96 and 1.38 years as of March 31, 2022 and March 31, 2021, respectively. No RSUs, that are subject to certain performance-based vesting conditions (Performance RSUs), were awarded to employees or director s during the three months ended March 31, 2022 and 2021. The fair value of Performance RSUs is expensed evenly over the vesting period. Total expense recognized related to Performance RSUs was $35 for the three months ended March 31, 2021. All Performance RSUs were fully expensed as of March 31, 2021. The Company’s share-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows:
|  | Three Months Ended March 31, |
|  | 2022 |  |  | 2021 |
|  | (unaudited) |
Research and development expense |  | $ | 526 |  |  | $ | 9 |
General and administrative expense |  |  | 1,369 |  |  |  | 272 |
There was a total of $21,047 and $2,640 unamortized share-based compensation expense for options and RSUs as of March 31, 2022 and March 31, 2021, respectively, which is expected to be recognized over a remaining average vesting period of 3.16 years and 1.33 years as of March 31, 2022 and March 31, 2021, respectively.

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