Stock-based Compensation | 8. Stock-based Compensation On September 27, 2016, the Company effected a one-for-three reverse stock split of all common shares outstanding. The following per share amounts and share numbers have been adjusted for this reverse stock split as if it had occurred on January 1, 2015. 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. On July 25, 2016, the Company’s Board of Directors approved an amendment to the 2013 Plan to reserve 1,000,000 shares on a pre-reverse stock split basis, or 333,333 shares on a post-reverse stock split basis, of the Company’s common stock exclusively for the grant of stock awards to employees who have not previously been an employee or director of the Company, except following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company, as defined under applicable Nasdaq Listing Rules. In conjunction with the one-for-three reverse split of the Company’s common stock effected on September 27, 2016, the number of non-inducement shares authorized under all plans decreased from 3,068,865 to 1,022,955 shares, and the number of inducement shares authorized under the 2013 Plan decreased from 1,000,000 shares to 333,333 shares. As of September 30, 2016, under all plans, a total of 1,022,955 non-inducement shares were authorized for issuance, 978,358 non-inducement stock options and restricted stock units, or RSUs, had been issued and were outstanding, and 3,115 non-inducement shares were available for grant. As of September 30, 2016, a total of 333,333 inducement shares were authorized for issuance, 124,999 inducement stock options and RSUs had been issued and were outstanding, and 208,334 inducement shares were available for grant under the 2013 Plan. Stock Options A summary of stock option activity for option awards granted under the 2013 Plan and 2007 Plan for the nine months ended September 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 646,900 $ 15.48 9.0 Outstanding at December 31, 2015 713,659 $ 11.23 9.0 Granted 276,628 $ 2.60 Exercised — Cancelled/forfeited/expired (63,679 ) $ 8.08 Outstanding at September 30, 2016 926,608 $ 8.87 8.7 Vested and unvested expected to vest, September 30, 2016 838,037 $ 9.37 8.1 The intrinsic values of options outstanding and options vested and unvested expected to vest at September 30, 2016 were both zero. The intrinsic value of options exercisable at September 30, 2016 was zero. The fair values of option awards granted during the nine months ended September 30, 2016 were estimated using a Black-Scholes pricing model with the following assumptions: Stock and exercise prices $1.57 - $4.02 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 0.99% – 1.39% Expected life (in years) 5.13 – 6.08 Expected volatility 80.0% - 90.0% 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 nine months ended September 30, 2016 was $1.86 per share. On August 31, 2015, the Company’s Board of Directors approved the issuance of 33,333 stock options with an estimated grant date fair value of $4.40 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 33,333 stock options with an estimated grant date fair value of $2.87 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 % On July 25, 2016, the Company entered into an employment agreement with its new Chief Financial Officer, Senior Vice President of Operations and Secretary, or CFO. Pursuant to the terms of this employment agreement, on July 29, 2016 the CFO was granted inducement stock option awards to purchase up to (i) 66,666 shares of the Company’s common stock with an estimated grant date fair value of $1.45 per share, 25% of which will vest on the one-year anniversary of the commencement of the CFO’s employment with the Company, and remainder of which will vest in equal monthly installments over the following three years, and (ii) 33,333 shares of the Company’s common stock with an estimated grant date fair value of $1.26 per share, which vest upon the Company’s achievement of specified corporate goals for 2016 and the consummation of a specified financing transaction. Restricted Stock A summary of RSU activity for awards granted under the 2013 Plan and 2007 Plan for the nine months ended September 30, 2016 is as follows: Weighted Number of Average Grant Shares Date Fair Value Vested and unvested expected to vest, December 31, 2015 15,369 $ 14.49 Outstanding at December 31, 2015 25,752 $ 15.12 Granted 165,829 $ 1.96 Vested and issued (4,449 ) $ 16.05 Forfeited (10,383 ) $ 16.05 Outstanding at September 30, 2016 176,749 $ 2.70 Vested and unvested expected to vest, September 30, 2016 172,550 $ 2.71 The RSUs granted during the nine months ended September 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 September 30, 2016, the intrinsic values of RSUs outstanding and RSUs unvested and expected to vest were $277,496 and $270,904, respectively. On June 12, 2014, the Company’s Board of Directors granted an RSU award for 14,832 shares with a grant date fair value of $16.05 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 nine months ended September 30, 2016, a total of 4,449 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 10,383 shares underlying this RSU were forfeited. On July 6, 2016, the Compensation Committee of the Company’s Board of Directors approved retention RSUs for an aggregate of 58,332 shares of common stock to three of the Company’s executive officers pursuant to the 2013 Plan, including retention RSUs for 25,000 shares of common stock to its Chief Executive Officer. Each of these retention RSUs has a grant date fair value of $1.86 per share for a grant date fair value of $108,498 to all three officers, in aggregate. These retention RSUs vest fully on the one year anniversary of the date of grant, subject to continuing service by the holders of such RSUs. Pursuant to the terms of the Company’s employment agreement with its CFO dated July 25, 2016, the CFO was granted an inducement RSU award on July 29, 2016 covering 25,000 shares of the Company’s common stock with a grant date fair value of $1.95 per share, 100% of which will vest on the one-year anniversary of the commencement of the CFO’s employment with the Company. 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 nine months ended September 30, September 30, 2015 2016 2015 2016 Stock Options Cost of revenues $ 15,029 $ 34,119 $ 48,839 $ 89,606 Research and development expenses 20,910 28,189 65,835 87,153 General and administrative expenses 257,404 292,381 706,026 829,516 Sales and marketing expenses 31,888 51,924 93,989 91,164 Total expenses related to stock options 325,231 406,613 914,689 1,097,439 RSUs Cost of revenues — 14,918 — 16,834 Research and development expenses 1,625 14,131 10,724 15,583 General and administrative expenses 12,515 6,668 90,853 7,676 Sales and marketing expenses — 22,939 — 27,447 Total stock-based compensation $ 339,371 $ 465,269 $ 1,016,266 $ 1,164,979 Stock-based compensation expense was recorded net of estimated forfeitures of 0% - 4% and 0% - 8% per annum during the three and nine months ended September 30, 2015 and 2016, respectively. As of September 30, 2016, total unrecognized stock-based compensation expense related to unvested stock options and RSUs, adjusted for estimated forfeitures, was approximately $2,081,000 and is expected to be recognized over a weighted-average period of 2.1 years. |