XML 43 R18.htm IDEA: XBRL DOCUMENT v3.22.2.2
Stock-Based Compensation
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based CompensationThe Company has one equity-based compensation plan, the Science 37 Holdings, Inc. 2021 Incentive Award Plan (the “2021 Plan”) from which stock-based compensation awards can be granted to employees, consultants, and non-executive directors. Prior to the consummation of the Merger in the fourth quarter of 2021, the Company granted stock options to employees under the Science 37, Inc. 2015 Stock Option Plan (the “2015 Plan”). No further awards have been or will be made under the 2015 Plan following the effectiveness of the 2021 Plan. The 2021 Plan allows for the grant of awards in the
form of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) dividend equivalents; and (vii) other stock and cash based awards.
In May 2022, the Company began granting RSUs to certain officers and employees, and to the Board of Directors. The RSUs are contingent upon continued service and vest over time in annual or bi-annual installments over the vesting period, which is typically 1 to 3 years. The fair value of the RSUs is based on the Company’s closing stock price on the grant date. The fair value of the RSUs is amortized straight-line over the vesting period.
In connection with the closing of the Merger, the Company adopted an Employee Stock Purchase Plan (the “ESPP”). The ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or end of the six-month offering periods. Employees may not purchase more than 5,000 shares annually under the plan.
The first six-month ESPP offering period began on September 1, 2022. The fair value of the shares under the ESPP is calculated on the first day of the offering period (the grant date) using the Black-Scholes valuation model and is amortized straight-line over the six-month offering period. For additional information on the ESPP, refer to the section labeled “Equity Incentive Plans” in the Company’s prospectus, dated January 25, 2022, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b)(3) of the Securities Act on February 10, 2022.
The following table summarizes stock option awards outstanding as of September 30, 2022, as well as activity during the nine months then ended:
(In thousands, except per share amounts)Number of
Options
Weighted Average
Exercise Price
Outstanding at December 31, 202125,425 $5.30 
Granted4,323 10.55 
Exercised(1,583)0.57 
Forfeited(2,162)8.02 
Outstanding at September 30, 202226,003 $6.26 
The following table summarizes RSU awards outstanding as of September 30, 2022, as well as activity during the nine months then ended:
(In thousands, except per share amounts)Number of
RSUs
Weighted Average
Grant Date Fair Value
Aggregate Fair Value
Outstanding at December 31, 2021— $— 
Granted9,072 $2.19 
Vested— $— 
Forfeited(100)$3.29 
Outstanding at September 30, 20228,972 $2.18 $19,559 
As of September 30, 2022, the total unrecognized compensation expense related to outstanding stock options and RSU awards was $51.3 million and $17.4 million, respectively, which the Company expects to recognize over a weighted-average period of 2.66 and 2.76 years, respectively.
As of September 30, 2022, the total unrecognized compensation expense related to the ESPP was $0.1 million, which the Company expects to recognize over a period of 0.41 years.
The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 was as follows:
Statement of operations classificationThree Months Ended September 30,Nine Months Ended September 30,
(In thousands)2022202120222021
Cost of revenue (stock options, RSUs and ESPP)$505 $129 $1,481 $346 
Selling, general and administrative (stock options, RSUs and ESPP)3,710 869 12,669 1,567 
Selling, general and administrative (Earn-Out Shares)1,524 — 5,275 — 
Total stock-based compensation expense$5,739 $998 $19,425 $1,913 
Stock-based compensation expense recognized in the statements of operations may differ from the impact of stock-based compensation to additional paid in capital due to stock-based compensation capitalized as part of software development activities.