Stockholders' Equity | 4. Stockholders’ Equity On May 11, 2015, the Company completed an underwritten offering of 23,000,000 shares of its common stock at a price to the public of $2.00 per share. The Company received net proceeds of approximately $42.9 million after deducting underwriting discounts, commissions and offering expenses paid by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes including business development, in-licensing and acquisitions. Equity Compensation Plan The Company’s 2008 Equity Compensation Plan (the “Plan”) allows for grants in the form of incentive stock options, nonqualified stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. All of the Company’s officers, directors, employees, consultants and advisors are eligible to receive grants under the Plan. The maximum number of shares authorized for issuance under the Plan is 21,000,000 and the maximum number of shares of stock that may be granted to any one participant during a calendar year is 1,000,000 shares. Options to purchase shares of common stock are granted at exercise prices not less than 100% of fair market value on the dates of grant. The term of each option is ten years and the options typically vest in quarterly installments over a three-year period. As of September 30, 2015, the Plan had 852,808 shares available for grant. Stock Options A summary of stock option activity under the Plan as of September 30, 2015, and the changes during the nine months then ended is as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price ($) Term (Years) Value ($) Outstanding at December 31, 2014 7,245,485 2.25 Granted 2,959,010 2.23 Exercised — — — Cancelled/Forfeited (633,416 ) 2.91 Outstanding at September 30, 2015 9,571,079 2.20 6.9 1,581,795 Exercisable at September 30, 2015 6,188,948 2.07 5.6 1,581,795 The per share weighted average fair values of all options granted during the first nine months of 2015 and 2014 were estimated as $1.13 and $3.08, respectively, on the date of grant using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on the historical volatility of the Company’s stock price. The weighted average expected life is based on both historical and anticipated employee behavior. September 30, 2015 2014 Risk-free interest rate 1.3 % 1.7 % Annualized volatility 53.5 % 62.0 % Weighted average expected life, in years 6.0 6.0 Expected dividend yield 0.0 % 0.0 % There were no stock option exercises in the first nine months of 2015. In the first nine months of 2014, 1,991,728 stock options with a weighted average exercise price of $1.19 were exercised which generated proceeds of $2,363,425 to the Company. Total recognized compensation expense for stock options was $2,177,067 and $1,451,031 for the first nine months of 2015 and 2014, respectively, and totaled $766,062 and $643,304 for the three month periods ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was $3,678,779 of total unrecognized compensation cost related to nonvested outstanding stock options that is expected to be recognized over a weighted average period of approximately 2.01 years. Long Term Incentive Program (LTIP) The Company’s Board of Directors has approved a long term incentive program (“LTIP”) for the benefit of the Company’s senior executives. Pursuant to the LTIP, the Company’s senior executives have been awarded stock options, restricted stock units (“RSU”) and performance stock units (“PSU”) with targeted values based on values granted by the Company’s peer group. The stock options have a ten-year term, have an exercise price equal to the closing price of the Company’s common stock on the date of grant, vest in quarterly installments over three years, were otherwise granted on the same standard terms and conditions as other stock options granted pursuant to the Plan and are included in the stock options table above. The RSUs vest in three equal annual installments. The PSU awards made to the senior executives vest and convert into shares of the Company’s common stock based on the Company’s attainment of certain performance goals over a performance period of three years. The performance stock unit awards and restricted stock unit awards granted under the long term incentive program are summarized in the following table: Performance Stock Units Restricted Stock Units Number of Shares Weighted Average Date Fair Value ($) Number of Shares Weighted Average Grant Date Fair Value ($) Outstanding at December 31, 2014 463,542 3.08 231,124 3.07 Granted 664,391 2.09 664,391 2.18 Vested/settled — (112,285 ) 3.24 Forfeited/expired (167,583 ) 2.65 (68,402 ) 2.47 Outstanding at September 30, 2015 960,350 2.41 714,828 2.32 In 2015 and 2014, the LTIP awards include PSUs that will be earned based on the Company’s total shareholder return (“TSR”) as compared to the Nasdaq Biotechnology Index (“NBI”) at the end of the performance period, which performance period is January 1, 2014 to December 31, 2016 for the 2014 award and January 1, 2015 to December 31, 2017 for the 2015 award. Depending on the outcome of the performance goal, a recipient may ultimately earn a number of shares greater or less than their target number of shares granted, ranging from 0% to 150% of the PSUs granted. The fair values of the TSR PSUs granted in May 2015 and 2014 was determined using a Monte Carlo simulation and utilized the following inputs and assumptions: 2015 Award 2014 Award Closing stock price on grant date $ 2.18 $ 3.09 Performance period starting price $ 2.57 $ 4.08 Term of award (in years) 2.59 2.59 Volatility 60.45 % 50.87 % Risk-free interest rate 0.83 % 0.61 % Expected dividend yield 0.00 % 0.00 % Fair value per TSR PSU $ 1.71 $ 2.64 The performance period starting price is measured as the average closing price over the last 20 trading days prior to the performance period start. The Monte Carlo simulation model also assumed correlations of returns of the prices of the Company’s common stock and the common stocks of the NBI companies and stock price volatilities of the NBI companies. The fair value of the target number of shares that can be earned under the TSR PSUs is being recognized as compensation expense over the performance period. Total compensation expense recognized in connection with PSU awards totaled $89,911 in the first nine months of 2015. The Company recognized a net expense reduction of $55,463 in the first nine months of 2014 due to the forfeiture of PSU awards in connection with the departure of senior executives. Compensation expense recognized in the first nine months of 2015 and 2014 in connection with the RSUs was $382,084 and $146,866, respectively. Shares issued in connection with PSU and RSU awards that vested in the first nine months of 2015 and 2014 were net-share settled such that the Company withheld shares with a value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to satisfy tax obligations were 39,665 and 38,768 in the nine months ended September 30, 2015 and 2014, respectively, and were based on the fair value of the shares on their vesting date as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities were $87,770 and $154,397 in the nine months ended September 30, 2015 and 2014, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. Warrants In the first nine months of 2014, the Company received proceeds of $545,115 from the exercise of 545,100 warrants. There were no warrants outstanding at September 30, 2015 or December 31, 2014. Stock Awards At times, the Company makes discretionary grants of its common stock to members of management and other employees in lieu of cash bonus awards or in recognition of special achievements. There were no discretionary grants of common stock in the first nine months of 2015. In the first nine months of 2014, there were 150,000 shares of common stock granted to members of executive management as bonus compensation for achievements in 2013. |