| Stock-Based Compensation | 10. Stock-Based Compensation
The Company had two equity compensation plans; the Company has a
2008 Plan and Eloxx Limited had a 2013 plan, as of March 31,
2018. On April 20, 2018 the Company’s 2018 Plan became
effective. All of the plans are explained in detail below.
The 2008 Incentive Compensation Plan
In December 2008, the Company adopted the 2008 Incentive
Compensation Plan (the “2008 Plan”), which provides for
the grant of stock options, stock grants and stock purchase rights
to certain designated employees and certain other persons
performing services for the Company, as designated by the
Company’s Board of Directors. Pursuant to the 2008 Plan, an
aggregate of 245,884 shares of common stock have been reserved for
issuance. On January 1 of each calendar year beginning with
the calendar year 2015, the share reserve will automatically
increase by 5% of the fully-diluted equity outstanding on the
immediately preceding December 31, up to an annual maximum of
75,000 shares of common stock, provided that the aggregate number
of shares subject to outstanding awards will not exceed 25% of the
fully-diluted equity outstanding. Consequently, the pool of options
was increased by additional 75,000 shares of common stock in
January 2018. The terms and vesting schedules for share-based
awards vary by type of grant and the employment status of the
grantee. Generally, the awards vest based upon time-based
conditions or achievement of specified goals and milestones. As of
March 31, 2018, 358,699 shares of common stock were reserved
for future grant under the 2008 Plan.
The 2013 Share Ownership and Option Plan
In December 2013, Eloxx Limited’s Board of Directors adopted
the 2013 Share Ownership and Option Plan in accordance with section
102 and 3(i) of the Israeli Income Tax Ordinance (the “2013
Plan”). Under the 2013 Plan, options to purchase ordinary
shares of Eloxx Limited or ordinary shares of Eloxx Limited may be
granted to employees, officers, directors, service providers and
consultants of Eloxx Limited Each option granted can be exercised
for one ordinary share of Eloxx Limited. Options granted generally
become fully exercisable after a two to four-year vesting period
and expire no later than ten years from the date of grant. Any
option forfeited or cancelled before expiration becomes available
for future grants under the 2013 Plan until the tenth anniversary
of the 2013 Plan, after which no further grants under the 2013 Plan
are permissible. On April 21, 2015, Eloxx Limited’s
Board of Directors adopted the US Share Ownership and Option
Appendix under the 2013 Plan pursuant to which Eloxx Limited may
grant options to purchase its ordinary shares to U.S. grantees of
Eloxx Limited or any of its parent or subsidiary companies. Upon
the closing of the Reverse Merger, the Company assumed the 2013
Plan and all outstanding options thereunder and thereafter the 2013
Plan and any options or shares previously granted thereunder were
replaced with options to purchase or shares of our common stock.
Pursuant to the 2008 Plan, an aggregate of 2,473,255 shares of
common stock have been reserved for issuance. As of March 31,
2018, 62,801 shares of Common Stock were available for future grant
under the 2013 Plan.
The 2018 Equity Incentive Plan
On April 20, 2018 the Company’s 2018 Equity Incentive
Plan (the “2018 Plan”) became effective. Upon the
effectiveness of the 2018 Plan, the shares available for issuance
in the 2008 Plan and 2013 Plan were incorporated into the 2018 Plan
and the total number of shares available for awards
to employees, non-employee directors
Summary of Option Activity
Transactions related to the grant of options to employees and
directors under the 2008 Plan during the year ended March 31,
2018 were as follows:
Amount Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value
Options outstanding at beginning of year 215,723 $ 28.93 7.80 $ 338,056
Granted
—
—
Exercised
—
—
Forfeited (127,560 ) 5.84
Options outstanding at end of year 88,163 $ 59.80 7.15 $ 199,415
Options exercisable at end of year 88,163 $ 59.80 7.15 $ 199,415
Transactions related to the grant of options to employees and
directors under the 2013 Plan during the year ended March 31,
2018 were as follows:
Amount Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value
Options outstanding at beginning of year 2,336,726 $ 1.82 7.12 $ 14,835,970
Granted 105,000 6.65
Exercised
—
—
Forfeited (31,272 ) 0.99
Options outstanding at end of year 2,410,454 $ 1.88 4.45 $ 18,584,454
Options exercisable at end of year 1,734,550 $ 0.35 6.29 $ 16,053,462
The aggregate intrinsic value represents the total intrinsic value
(the difference between the deemed fair value of the
Company’s Common Stock as of March 31, 2018 and the
exercise price, multiplied by the number
of in-the-money
The weighted average grant date fair value of the options granted
during the period ended March 31, 2018 was $4.32.
The total equity-based compensation expense related to all of the
Company’s equity-based awards were recognized as follows:
For the period ended March 31,
2018 2017
Research and development $ 82 $ 5
General and administrative (1) 653 6
Total stock-based compensation expenses $ 735 $ 11
(1) Includes $338,000 of expense in
connection with restricted shares that were granted during the year
ended December 31, 2017.
The Company issued an inducement award outside of the 2008 Plan and
2013 Plan to an employee of the company in the form of an option to
purchase 69,000 shares of the Company’s common stock with an
exercise price per share equal to $6.55. Subject to continued
service through the vesting date, 1/16 of the awards will vest on
each quarterly anniversary of the grant date. As of March 31,
2018 the Company had 732,212 options to purchase the
Company’s stock and 663,212 restricted share units which were
issued outside of the 2008 Plan and 2013 Plan. |
