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Equity-based Compensation and Equity Incentive Plans
9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-based Compensation and Equity Incentive Plans

(8)

Equity‑based Compensation and Equity Incentive Plans

The Company is displaying all equity in its post-Merger amounts.

Equity Plans

The Company has a number of equity plans, two of which are currently active.

The 2015 Equity Incentive Award Plan (the “2015 Plan”) was adopted by Mirna in 2015 and remains active after the Merger, now functioning as the primary equity plan for the Company. The 2015 Plan provides for the granting of a variety of stock‑based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards, performance awards and other stock‑based awards. Pursuant to the evergreen provision of the 2015 Plan, which allows for an annual increase in the number of shares of common stock available for issuance, the Company added 1,270,073 shares to the 2015 Plan on January 1, 2019.

The 2017 Stock Incentive Plan (the “2017 Plan”) was adopted by Private Synlogic in 2017 at the time of the 2017 Reorganization and assumed by the Company during the Merger.  The 2017 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted and unrestricted stock awards and other stock-based awards.

As of September 30, 2019, there were 536,808 shares available for future grant under the Company’s two active equity incentive plans, the 2017 Plan and the 2015 Plan.

For a full description of the Company’s equity plans, refer to Note 12, Equity-based Compensation and Equity Incentive Plans in the Company’s 2018 Annual Report.

Stock Options

The following table summarizes stock option activity during the nine months ended September 30, 2019 under the 2015 Plan and the 2017 Plan.

 

 

 

Stock options outstanding

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

average

 

 

Aggregate

 

 

 

 

 

 

 

average

 

 

remaining

 

 

Intrinsic

 

 

 

Number of

 

 

exercise

 

 

contractual

 

 

value (a)

 

 

 

options

 

 

price

 

 

term (in years)

 

 

(in thousands)

 

Outstanding at December 31, 2018

 

 

1,739,884

 

 

$

11.92

 

 

 

9.0

 

 

$

 

Granted

 

 

1,171,030

 

 

 

8.08

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(508,915

)

 

 

11.76

 

 

 

 

 

 

 

25

 

Outstanding at September 30, 2019

 

 

2,401,999

 

 

 

10.08

 

 

 

8.8

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested or expected to vest at September 30, 2019

 

 

2,401,999

 

 

 

10.08

 

 

 

8.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2019

 

 

805,772

 

 

 

11.86

 

 

 

8.3

 

 

$

 

 

(a)

The aggregate intrinsic value is calculated as the difference between the exercise price of the options and the fair market value of the underlying common stock for the options that were in the money at September 30, 2019 and December 31, 2018.  

As of September 30, 2019, there was $8.7 million of unrecognized share-based compensation related to unvested stock option grants which is expected to be recognized over a weighted average period of 2.6 years.  The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur.

Restricted Common Stock

The following table shows restricted stock activity during the nine months ended September 30, 2019:

 

 

 

Restricted stock awards

 

 

 

 

 

 

 

Grant date

 

 

 

Number of

 

 

fair value

 

 

 

shares

 

 

(per share)

 

Unvested at December 31, 2018

 

 

118,679

 

 

$

13.54

 

Granted

 

 

585,600

 

 

 

2.49

 

Vested

 

 

(46,606

)

 

 

13.53

 

Forfeited

 

 

(37,036

)

 

 

13.53

 

Unvested at September 30, 2019

 

 

620,637

 

 

$

3.12

 

 

As of September 30, 2019, there was approximately $1.5 million of unrecognized share-based compensation related to restricted stock awards granted, which is expected to be recognized over a weighted average period of 1.5 years.  The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur.   

Equity Compensation

The Company recorded total equity-based compensation expense of $1.1 million and $3.1 million during the three and nine months ended September 30, 2019, respectively and $1.0 million and $3.4 million during the three and nine months ended September 30, 2018, respectively.

The following table summarizes equity‑based compensation expense within the Company’s consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and 2018 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Research and development

 

$

353

 

 

$

386

 

 

$

986

 

 

$

1,115

 

General and administrative

 

 

716

 

 

 

645

 

 

 

2,108

 

 

 

2,330

 

 

 

$

1,069

 

 

$

1,031

 

 

$

3,094

 

 

$

3,445

 

 

The following table summarizes equity‑based compensation expense by type of award for the three and nine months ended September 30, 2019 and 2018 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock options

 

$

1,026

 

 

$

890

 

 

$

2,999

 

 

$

2,500

 

Restricted stock awards

 

 

43

 

 

 

141

 

 

 

95

 

 

 

945

 

 

 

$

1,069

 

 

$

1,031

 

 

$

3,094

 

 

$

3,445