Share-based compensation

3 Months Ended

Mar. 31, 2022

Share-based compensation

Share-based compensation

8. Share-based compensation

Employee incentive pool

2020 Equity Incentive Plan

In June 2020, the Company’s shareholders approved the Bicycle Therapeutics plc 2020 Equity Incentive Plan (the “2020 Plan”), under which the Company may grant market value options, market value stock appreciation rights or restricted shares, restricted share units, performance restricted share units and other share-based awards to the Company’s employees. The Company’s non-employee directors and consultants are eligible to receive awards under the 2020 Non-Employee Sub-Plan to the 2020 Plan. All awards under the 2020 Plan, including the 2020 Non-Employee Sub-Plan, will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms, change of control provisions and post-termination exercise limitations. In the event of a change of control of the Company, as defined in the 2020 Plan, any outstanding awards under the 2020 Plan will vest in full immediately prior to such change of control.

The Company initially reserved up to 4,773,557 ordinary shares for future issuance under the 2020 Plan, representing 574,679 new shares, 544,866 shares that remained available for future issuance under the Company’s 2019 Share Option Plan (the “2019 Plan”) immediately prior to the effectiveness of the 2020 Plan and up to 3,654,012 shares subject to options that were granted under the 2019 Plan and that were granted pursuant to option contracts granted prior to the Company’s IPO, in each case that expire, terminate, are forfeited or otherwise not issued from time to time, if any. Additionally, the number of ordinary shares reserved for issuance pursuant to the 2020 Plan will automatically increase

on the first day of January of each year, commencing on January 1, 2021, in an amount equal to 5% of the total number of the Company’s ordinary shares outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. The number of shares reserved for issuance under the 2020 Plan was increased by 1,478,968 shares effective January 1, 2022.

Share options issued under the 2020 Share Option Plan have a 10 year contractual life, and generally vest over either a three year service period for non-employee directors, or a four year service period with 25% of the award vesting on the first anniversary of the vesting commencement date and the balance thereafter in 36 equal monthly installments for employees and consultants. Certain options granted to the Company’s non-employee directors vest immediately upon grant.

In 2022, the Company granted restricted share units (“RSUs”) to non-employee directors and certain employees under the 2020 Plan. Each RSU represents the right to receive one of the Company’s ordinary shares upon vesting. RSUs granted to employees vest over a four year service period with 25% of the award vesting on the first anniversary of the vesting commencement date and the remaining RSUs vest in 12 equal quarterly installments. Certain RSUs granted to the Company’s non-employee directors vest immediately upon grant.

As of March 31, 2022, there were 899,821 shares available for issuance, and options to purchase 2,613,157 shares and RSUs for 187,725 outstanding under the 2020 Plan.

2019 Share Option Plan

In May 2019, the Company adopted the 2019 Plan, which became effective in conjunction with the IPO. As of March 31, 2022, there were 2,163,227 options to purchase ordinary shares outstanding under the 2019 Plan. In conjunction with the adoption of the 2020 Plan, all shares available for future issuance under the 2019 Plan as of June 29, 2020 became available for issuance under the 2020 Plan and the Company ceased making awards under the 2019 Plan. The 2020 Plan is the successor of the 2019 Plan.

Share options previously issued under the 2019 Share Option Plan have a 10 year contractual life, and generally either vest monthly over a three year service period, or over a four-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance thereafter in 36 equal monthly installments. Certain awards granted to the Company’s non-employee directors were fully vested on the date of grant. The exercise price of share options issued under the 2019 Share Option Plan is not less than the fair value of ordinary shares as of the date of grant.

Employee Share Purchase Plan (“ESPP”)

In May 2019, the Company adopted the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective in conjunction with the IPO. The Company initially reserved 215,000 ordinary shares for future issuance under this plan. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020 and each January 1 thereafter through January 1, 2029, by the least of (i) 1% of the outstanding number of ordinary shares on the immediately preceding December 31; (ii) 430,000 ordinary shares or (iii) such lesser number of shares as determined by the Compensation Committee. The number of shares reserved under the ESPP is subject to adjustment in the event of a split-up, share dividend or other change in our capitalization. The number of shares reserved for issuance under the ESPP was increased by 295,793 shares effective January 1, 2022. As of March 31, 2022, the total number of shares available for issuance under the ESPP was 901,675 ordinary shares. As of March 31, 2022, there have been no offering periods to employees under ESPP.

Share-based compensation

The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands):

	Three Months Ended
	March 31,
	2022		2021
Research and development expenses	$	2,364	$	1,211
General and administrative expenses		7,834		2,610
	$	10,198	$	3,821

Share options

The following table summarizes the Company’s option activity since December 31, 2021:

	Number of			Weighted
	Shares	Weighted		Average	Aggregate
	Underlying	Average		Contractual	Intrinsic
	Share Options	Exercise Price		Term	Value
				(in years)	(in thousands)
Outstanding as of December 31, 2021	4,603,486	$	14.97	8.13	$	207,009
Granted	899,747		58.96	—		—
Exercised	(30,074)		14.96	—		—
Forfeited	(93,818)		22.39	—		—
Outstanding as of March 31, 2022	5,379,341	$	22.20	8.17	$	130,435
Vested and expected to vest as of March 31, 2022	5,379,341	$	22.20	8.17	$	130,435
Options exercisable as of March 31, 2022	2,750,276	$	12.74	7.47	$	86,689

The weighted average grant-date fair value of share options granted during the three months ended March 31, 2022 and 2021 was $40.94 per share and $12.60 per share, respectively.

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares. The aggregate intrinsic value of share options exercised was $1.0 million and $1.5 million for the three months ended March 31, 2022, and 2021, respectively.

Total share-based compensation expense for share options granted was $7.4 million and $3.8 million for the three months ended March 31, 2022, and 2021, respectively. Expense for non-employee consultants for the three months ended March 31, 2022 and 2021 was immaterial.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of share options granted to employees and directors:

	Three Months Ended
	March 31,
	2022		2021
Risk-free interest rate	1.5	%	0.5	%
Expected volatility	81.5	%	79.5	%
Expected dividend yield	—		—
Expected term (in years)	6.0		6.0

As of March 31, 2022, total unrecognized compensation expense related to the unvested employee and director share-based awards was $54.5 million, which is expected to be recognized over a weighted average period of 3.3 years.

Restricted Share Units

The following table summarizes activity for RSUs under the 2020 Plan for the three months ended March 31, 2022:

		Weighted-Average
	Number of Shares Underlying RSUs	Grant Date Fair Value
Unvested at December 31, 2021	—	$	—
Granted	222,725		60.86
Vested	(35,000)		60.86
Unvested at March 31, 2022	187,725	$	60.86

The fair value of restricted share units that vested during the three months ended March 31, 2022 was $2.1 million.

Total share-based compensation expense for RSUs granted was $2.8 million for the three months ended March 31, 2022. As of March 31, 2022, the total unrecognized compensation related to unvested RSUs granted was $10.7 million, which the Company expects to recognize over a weighted-average period of approximately 3.8 years.