Share-Based Compensation | 10. Share-Based Compensation Restricted Stock Units During the six months ended January 31, 2018, the Compensation Committee of the Board of Directors authorized the issuance of 300,000 Restricted Stock Units (“RSUs”) to newly appointed members of our board of directors. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU is delivered and subsequently settles, as set forth in the Restricted Stock Unit Agreement. The breakdown is as follows: ● Janet Risi Field RSU Award: We granted Ms. Risi an award consisting of one hundred fifty thousand (150,000) RSUs. 50% of the RSUs vested on January 15, 2018. The remaining 50% of the RSUs will vest on the earlier of the date of our annual meeting of stockholders held in 2019 or January 15, 2019. ● Elisabeth Hagen, M.D. RSU Award: We granted Dr. Hagen an award consisting of one hundred fifty thousand (150,000) RSUs. 50% of the RSUs vested on January 15, 2018. The remaining 50% of the RSUs will vest on the earlier of the date of our annual meeting of stockholders held in 2019 or January 15, 2019. During the six months ended January 31, 2018, we issued 300,000 RSUs to purchase common stock to third-party consultants for business development services. The RSUs vest based on performance conditions if sales milestones are achieved. We currently do not expect the 300,000 RSUs to vest. Of the 2,260,000 unvested RSUs outstanding, we currently expect 1,075,000 to vest. As of January 31, 2018, there was $1,160,000 of unrecognized non-cash compensation cost related to RSUs we expect to vest, which will be recognized over a weighted average period of 2.86 years. During the three and six months ended January 31, 2018, 375,000 and 425,000 RSUs vested, based on service conditions, respectively. Of the 425,000 RSUs that vested during the six months ended January 31, 2018, 375,000 shares have not been delivered and remain outstanding, as set forth in the RSU agreements. For the three months ended January 31, 2018 and 2017, share-based compensation expense for RSUs was $284,000 and $24,000, respectively. For the six months ended January 31, 2018 and 2017, share-based compensation expense for outstanding RSUs was $545,000 and $75,000, respectively. RSU Termination On December 13, 2016, we entered into an RSU Cancellation Agreement with our officers and directors who received RSUs in October 2013 as compensation for their continued services to us over a required vesting period. Under this Agreement, our officers and directors agreed to cancel RSUs representing the right to receive an aggregate of 3.9 million vested shares of our common stock. Pursuant to the terms of the cancelled RSUs, we would have been required to settle and deliver these vested shares to the individual officers and directors prior to January 1, 2017, which would have triggered a taxable event. Our officers and directors, in their individual capacities, voluntarily agreed to cancel their respective RSUs based on their determination that cancelling the RSUs would be in the best interests of the Company and our stockholders. The individual officers and directors reached this conclusion for the following reasons: 1. Conserved our Additional Available Cash Resources 2. Reduced Pressure on Our Stock Price Each of our officers and directors who are parties to the RSU Cancellation Agreement agreed to cancel their RSUs and the shares of common stock underlying the RSUs in their individual capacities as stockholders and equity award holders, and without any agreement or promise from us or our officers or directors to issue them equity, equity-based awards or cash compensation in the future in exchange for entering into the Agreement. During the six months ended January 31, 2017, $87,000 of pre-vest expense was reversed as a result of the RSU cancelation. Stock Option Plans 2007 Equity Incentive Plan In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of January 31, 2018, there were approximately 561,000 shares available for issuance under the 2007 Plan. 2017 Equity Incentive Plan Approved by our shareholders in January 2018, the 2017 Equity Incentive Plan, the (“2017 Plan”), has a share reserve of 5,000,000 shares of common stock, which were registered under a Form S-8 filed with the SEC in February 2018. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of January 31, 2018, there were 5,000,000 shares available for issuance under the 2017 Plan. During the six months ended January 31, 2018, the Compensation Committee of the Board of Directors authorized the issuance of 400,000 stock options to newly appointed members of our board of directors. Each option represents the right to receive one share of common stock, issuable at the time the option is exercised, as set forth in the option agreement. The breakdown is as follows: ● Janet Risi Field Option Award: We granted Ms. Risi an award consisting of an option to purchase two hundred thousand (200,000) shares of common stock. 50% of the options vested on January 15, 2018. The remaining 50% of the options will vest on the earlier of the date of our annual meeting of stockholders held in 2019 or January 15, 2019. ● Elisabeth Hagen, M.D. Option Award: We granted Dr. Hagen an award consisting of an option to purchase two hundred thousand (200,000) shares of common stock. 50% of the options vested on January 15, 2018. The remaining 50% of the options will vest on the earlier of the date of our annual meeting of stockholders held in 2019 or January 15, 2019. During the six months ended January 31, 2017, we issued 100,000 options to purchase common stock to a member of our Scientific Advisory Board. The options vested quarterly over one year and carry a five-year term. None of the options granted to our directors were granted pursuant to any compensatory, bonus, or similar plan maintained or otherwise sponsored by the Company. A summary of our stock option activity is as follows: Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at July 31, 2017 5,759,843 $ 1.25 $ 1,120,000 Granted 400,000 $ 1.16 Exercised — $ — Cancelled — $ — Outstanding at January 31, 2018 6,159,843 $ 1.25 $ 58,000 The weighted-average remaining contractual term of options outstanding at January 31, 2018 was 5.45 years. At January 31, 2018, options to purchase 4,072,343 shares of common stock were exercisable. These options had a weighted-average exercise price of $1.28, an aggregate intrinsic value of $58,000, and a weighted average remaining contractual term of 3.82 years. The weighted average grant date fair value for options granted during the six months ended January 31, 2018 was $0.81. The total unrecognized compensation cost related to unvested stock option grants as of January 31, 2018 was approximately $1,406,000 and the weighted average period over which these grants are expected to vest is 3.13 years. For the three months ended January 31, 2018 and 2017, share-based compensation expense for stock options was $456,000 and $234,000 respectively. For the six months ended January 31, 2018 and 2017, share-based compensation expense for stock options was $851,000 and $460,000 respectively. We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Three Months Ended January 31, 2018 Three Months Ended January 31, 2017 Six Months Ended January 31, 2018 Six Months Ended January 31, 2017 Volatility 84.89 % — % 85.94 % 74.71 % Risk-free interest rate 2.03 % — % 1.91 % 0.93 % Dividend yield 0.0 % — % 0.0 % 0.0 % Expected life 5.35 — 5.40 years 2.81 years Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Certain options granted to consultants are subject to variable accounting treatment and are required to be revalued until vested. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. We have not had significant forfeitures of stock options granted to employees and directors as a significant number of our historical stock option grants were fully vested at issuance or were issued with short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero. |