Stock-based Compensation | 7. Stock-based Compensation Equity Incentive Plans The Company maintains two equity incentive plans: The Amended and Restated 2013 Equity Incentive Plan, or the 2013 Plan, and the 2007 Equity Incentive Plan, or the 2007 Plan. The 2013 Plan includes a provision that shares available for grant under the Company’s 2007 Plan become available for issuance under the 2013 Plan and are no longer available for issuance under the 2007 Plan. As of June 30, 2016, under all plans, a total of 3,068,865 shares were authorized for issuance, 2,454,470 stock options and restricted stock units, or RSUs, had been issued and were outstanding, and 489,961 shares were available for grant. Stock Options A summary of stock option activity for option awards granted under the 2013 Plan and 2007 Plan for the six months ended June 30, 2016 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Vested and unvested expected to vest, December 31, 2015 1,940,701 $ 5.16 9.0 Outstanding at December 31, 2015 2,141,141 $ 3.71 9.1 Granted 329,823 $ 1.21 Exercised — Cancelled/forfeited/expired (276,763 ) $ 2.65 Outstanding at June 30, 2016 2,194,201 $ 3.47 8.6 Vested and unvested expected to vest, June 30, 2016 2,021,149 $ 3.61 8.5 The intrinsic values of options outstanding and options vested and unvested expected to vest at June 30, 2016 were both zero. The intrinsic value of options exercisable at June 30, 2016 was zero. The fair values of option awards granted during the six months ended June 30, 2016 were estimated using a Black-Scholes pricing model with the following assumptions: Stock and exercise prices $0.67 - $1.34 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.24% – 1.39% Expected life (in years) 5.42 – 6.08 Expected volatility 90.00 % Using the assumptions described above, with stock and exercise prices being equal on date of grant, the weighted-average estimated fair value of options granted in the six months ended June 30, 2016 was $0.88 per share. On August 31, 2015, the Company’s Board of Directors approved the issuance of 100,000 stock options with an estimated grant date fair value of $1.47 per share to its Chief Executive Officer pursuant to the 2013 Plan. On February 29, 2016, the Company’s Board of Directors approved the issuance of 100,000 stock options with an estimated grant date fair value of $0.96 per share to its Chief Executive Officer pursuant to the 2013 Plan. Vesting of these stock options may occur based on the Company’s achievement of specified objectives by December 31, 2016 as determined by the Company’s Board of Directors, or a committee of the Company’s Board of Directors, in its sole discretion, as follows: Percentage of Overall Stock Option Grants Subject to Vesting Target Minimum number of accessions processed, billed and collected 13 % Minimum revenues from contracts with pharmaceutical companies 10 % Attainment of a sustainable positive GAAP gross margin 12 % Minimum operating cash on-hand with no more than one interim dilutive equity financing event 15 % Achievement of the Company's 2016 corporate goals 25 % Completion of a Board-approved strategic transaction 25 % Total 100 % Restricted Stock A summary of RSU activity for awards granted under the 2013 Plan and 2007 Plan for the six months ended June 30, 2016 is as follows: Weighted Number of Average Grant Shares Date Fair Value Vested and unvested expected to vest, December 31, 2015 46,117 $ 4.83 Outstanding at December 31, 2015 77,265 $ 5.04 Granted 227,500 $ 0.70 Vested and issued (13,348 ) $ 5.35 Forfeited (31,148 ) $ 5.35 Outstanding at June 30, 2016 260,269 $ 1.19 Vested and unvested expected to vest, June 30, 2016 251,169 $ 1.21 The RSUs granted during the six months ended June 30, 2016 vest fully on the one year anniversary of the date of grant, subject to continuing service by the holders of such RSUs. At June 30, 2016, the intrinsic values of RSUs outstanding and RSUs unvested and expected to vest were $173,079 and $167,027, respectively. On June 12, 2014, the Company’s Board of Directors granted an RSU award for 44,496 shares with a grant date fair value of $5.35 per share to its Chief Executive Officer pursuant to the 2013 Plan. Vesting of these RSUs was based on the Company’s achievement of specified objectives by December 31, 2015 as determined by the Company’s Board of Directors or the Compensation Committee of the Board of Directors, as follows: Percentage of Overall RSU Grant Subject to Vesting Target Minimum revenue 25 % Maximum EBITDA loss 15 % Attainment of financial plan for fiscal 2015 20 % Minimum value of strategic agreements 20 % Implementation of four new diagnostic test panels 20 % Total 100 % During the six months ended June 30, 2016, a total of 13,348 RSUs were declared vested by the Company’s Board of Directors and issued to its Chief Executive Officer in satisfaction of this award and the remaining 31,148 shares underlying this RSU were forfeited. Stock-based Compensation Expense The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the unaudited condensed statements of operations and comprehensive loss during the periods presented: For the three months ended For the six months ended June 30, June 30, 2015 2016 2015 2016 Stock Options Cost of revenues $ 17,674 $ 29,412 $ 33,810 $ 55,487 Research and development expenses 24,505 25,961 44,925 58,964 General and administrative expenses 229,561 264,566 448,622 537,135 Sales and marketing expenses 31,089 1,897 62,101 39,240 Total expenses related to stock options 302,829 321,836 589,458 690,826 RSUs Cost of revenues — 1,916 — 1,916 Research and development expenses 1,599 1,452 9,099 1,452 General and administrative expenses 38,402 1,008 78,338 1,008 Sales and marketing expenses — 4,508 — 4,508 Total stock-based compensation $ 342,830 $ 330,720 $ 676,895 $ 699,710 Stock-based compensation expense was recorded net of estimated forfeitures of 0% - 4% per annum during the six months ended June 30, 2015 and 2016. As of June 30, 2016 total unrecognized stock-based compensation expense related to unvested stock options and RSUs, adjusted for estimated forfeitures, was approximately $2,025,000 and is expected to be recognized over a weighted-average period of 2.2 years. |