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Share-based Compensation
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation Share-based Compensation
The Company and the Centessa Predecessor Group recorded share-based compensation expense in the following expense categories in the unaudited interim consolidated and combined statements of operations and comprehensive loss (amounts in thousands):
SuccessorPredecessor
Three Months Ended
September 30, 2022
Three Months Ended
September 30, 2021
Nine Months Ended
September 30, 2022
Period from January 30, 2021 through
September 30, 2021
Period from January 1, 2021 through
January 29, 2021
Research and development$3,213 $1,572 $8,700 $3,613 $— 
General and administrative3,814 2,561 9,648 6,480 — 
$7,027 $4,133 $18,348 $10,093 $— 
Centessa Pharmaceuticals plc (Successor) Stock Options
The following table summarizes stock option activity for the nine months ended September 30, 2022:
Number of SharesWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Term
Balance at January 1, 202211,730,382 $8.07 9.2 years
Granted4,914,785 $8.42 
Exercised(150,588)$4.57 
Forfeited(1,548,912)$10.48 
Balance at September 30, 2022
14,945,667 $7.92 8.4 years
Exercisable at September 30, 2022
4,551,327 $7.17 7.4 years
Vested and expected to vest at September 30, 2022
14,945,667 
The weighted-average grant date fair value of options granted was $5.64 per share for the nine months ended September 30, 2022. As of September 30, 2022, the total unrecognized compensation expense related to unvested stock option awards was $51.8 million, which the Company expects to recognize over a weighted-average period of 2.8 years.
Based on the trading price of $4.02 per ADS, which is the closing price as of September 30, 2022, the aggregate intrinsic value of options as of September 30, 2022 was $0.3 million, of which $0.2 million is related to vested options.
During the nine months ended September 30, 2022, the fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:
Expected term6.0 years
Expected stock price volatility76.2 %
Risk-free interest rate2.1 %
Expected dividend yield%
The Company uses the Black-Scholes option pricing model to value its stock option awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For share price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair
value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. Forfeitures of stock options are recognized in the period the forfeiture occurs.
Restricted Share Awards
The following table summarizes ordinary share activity for the nine months ended September 30, 2022:
Number of Shares
Unvested at January 1, 2022982,944 
Vested(325,517)
Unvested at September 30, 2022
657,427 
As of September 30, 2022, the total unrecognized compensation expense related to unvested ordinary shares was $11.3 million, which the Company expects to recognize over a weighted-average period of 2.7 years.
Restricted Share Units
On July 1, 2022, the board of directors of the Company (the “Board”) approved the grant of restricted stock unit awards under the Company’s Amended and Restated 2021 Stock Option and Incentive Plan to certain executive officers and employees of the Company. The grant date fair market value of each award was $5.17. The bulk of the restricted stock unit awards vest in ten equal quarterly installments. The Board, following the recommendations of the Company’s Compensation Committee, approved the restricted stock unit awards as a retention grant to incentivize and encourage retention of certain officers and employees.
Number of Units
Unvested at January 1, 2022— 
Granted2,458,950 
Vested(168,895)
Forfeited(20,000)
Unvested at September 30, 2022
2,270,055 
As of September 30, 2022, the total unrecognized compensation expense related to unvested restricted share units was $11.3 million, which the Company expects to recognize over a weighted-average period of 2.3 years.