13. OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
OPTIONS AND WARRANTS | The Board initially adopted the Opexa Therapeutics, Inc. 2010 Stock Incentive Plan on September 2, 2010 for the granting of equity incentive awards to employees, directors and consultants of Opexa, and the Plan was initially approved by the Company’s shareholders on October 19, 2010. On September 25, 2013, the Board approved the Amended and Restated 2010 Stock Incentive Plan (“the 2010 Plan”), and the Company’s shareholders approved the amended 2010 Plan on November 8, 2013, in order to (i) increase the number of shares of common stock reserved for issuance by 3,000,000 shares and (ii) reset the number of stock-based awards issuable to a participant in any calendar year to align with the increase in the shares reserved. The 2010 Plan is the successor to and continuation of Opexa’s June 2004 Compensatory Stock Option Plan (the “2004 Plan”). The 2004 Plan reserved a maximum of 575,000 shares of common stock for issuance pursuant to incentive stock options and nonqualified stock options granted to employees, directors and consultants. Awards were made as either incentive stock options or nonqualified stock options, with the Board having discretion to determine the number, term, exercise price and vesting of grants made under the 2004 Plan. All outstanding equity awards granted under the 2004 Plan continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2004 Plan, but no additional awards will be granted under the 2004 Plan subsequent to approval of the 2010 Plan. The 2010 Plan reserves a maximum of 3,625,000 shares of common stock for issuance plus the number of shares subject to stock options outstanding under the 2004 Plan that are forfeited or terminate prior to exercise and would otherwise be returned to the share reserves under the 2004 Plan and any reserved shares not issued or subject to outstanding grants, up to a maximum of 513,220 shares. The 2010 Plan provides for the grant of incentive stock options or nonqualified stock options, as well as restricted stock, stock appreciation rights, restricted stock units and performance awards that may be settled in cash, stock or other property. The Board of Directors or Compensation Committee, as applicable, administers the 2010 Plan and has discretion to determine the recipients, the number and types of stock awards to be granted and the terms and conditions of the stock awards, including the period of their exercisability and vesting. Subject to a limitation on repricing without shareholder approval, the Board or Compensation Committee, as applicable, may also determine the exercise price of options granted under the 2010 Plan. |
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Employee Options: |
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During 2013, options to purchase an aggregate of 338,500 shares were granted to employees, at exercise prices ranging from $1.45 to $2.34. These options have terms of ten years and have a vesting schedule of three years. Fair value of $659,601 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate range of 1.73% and 2.78%, (2) expected term of 5.25 to 6 years, (3) expected volatility range of 191.83% and 203.69% and (4) zero expected dividends. |
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During 2013, options to purchase 78,171 shares were forfeited and cancelled. |
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Opexa recorded $766,875 stock-based compensation expense to management and employees during 2013, which included the related expense for the options that are expected to vest based on achievement of their related performance conditions. Unamortized stock compensation expense as of December 31, 2013 amounted to $894,821. |
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During 2014, performance-based options to purchase an aggregate of 510,125 shares at an exercise price of $1.82 were granted to senior management. These options have a term of ten years and vest 100% upon the earlier of achievement of a performance-based, strategic milestone objective or termination of employment without cause following a change of control. Fair value of $918,554 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate of 2.65%, (2) expected term of 10 years, (3) expected volatility of 172.33% and (4) zero expected dividends. |
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During 2014, incentive based options to purchase an aggregate of 772,875 shares were granted to employees, at exercise prices ranging from $0.86 to $1.82. These options have terms of ten years and have a vesting schedule of four years. Fair value of $1,324,070 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate range of 2.26 to 2.79%, (2) expected term of 6.25 years, (3) expected volatility range of 176.37% to 315.10% and (4) zero expected dividends. |
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During 2014, options to purchase 104,886 shares were forfeited and cancelled. |
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Opexa recorded $748,697 stock-based compensation expense to management and employees during 2014, which included the related expense for the options that are expected to vest based on achievement of their related performance conditions. Unamortized stock compensation expense as of December 31, 2014 amounted to $2,239,522. |
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Non-Employee Options: |
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During 2013, options to purchase an aggregate of 88,572 shares were granted to directors for service on Opexa’s Board at an exercise price of $1.75. Options to purchase an aggregate of 20,000 shares have terms of 10 years, with 50% of the shares vesting immediately and 50% vesting one year from the date of grant. Options to purchase the remaining 68,572 shares will expire on the earlier of 10 years or a change in control of the Company, with 50% of the shares vesting immediately and 50% vesting on December 31, 2013. Fair value of $151,867 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate of 1.73%, (2) expected term of 5.25 years, (3) expected volatility of 201.21% and (4) zero expected dividends. |
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During 2013, options to purchase 11,072 shares were forfeited and cancelled. |
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Opexa recorded $143,212 of stock-based compensation expense to consultants and directors during 2013. Unamortized stock compensation expense as of December 31, 2013 amounted to $4,190. |
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During 2014, options to purchase an aggregate of 120,440 shares were granted to directors for service on Opexa’s Board at an exercise price ranging from $1.82 to $2.00. Options to purchase an aggregate of 26,288 shares have terms of 10 years, with 50% of the shares vesting on the grant date and 50% vesting one year from the date of grant. Options to purchase 78,858 shares have terms of 10 years, with 50% of the shares vesting on the grant date and 50% vesting on December 31, 2014. An option to purchase 8,844 shares has a term of 10 years, with quarterly vesting ending on December 31, 2014. An option to purchase the remaining 6,450 shares has a term of 10 years, with 33.3% vesting quarterly ending on December 31, 2014. Fair value of $211,097 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate range of 2.65% to 2.77%, (2) expected term of 5.25 years, (3) expected volatility range of 155% to 157% and (4) zero expected dividends. |
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During 2014, options to purchase 37,750 shares were forfeited and cancelled. |
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Opexa recorded $211,201 of stock-based compensation expense to consultants and directors during 2014. Unamortized stock compensation expense as of December 31, 2014 amounted to $4,086. |
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Broker and Investor Warrants: |
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In connection with Opexa’s July 25, 2012 private offering of the July 2012 Notes (see Note 8), Opexa issued warrants to the holders of the July 2012 Notes to purchase an aggregate of 1,436,121 shares of common stock at a current adjusted exercise price of $2.56 per share, subject to certain limitations and adjustments. These warrants have a term of five years and are initially exercisable on January 25, 2013. |
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During 2013, warrants to purchase 1,482,892 shares were forfeited. During 2014, warrants to purchase 22,312 shares were forfeited. |
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In connection with Opexa’s January 23, 2013 private offering of the January 2013 Notes (see Note 8), Opexa issued warrants to the holders of the January 2013 Notes to purchase an aggregate of 243,750 shares of common stock at an exercise price of $1.24 per share, subject to certain limitations and adjustments. These warrants have a term of five years and were immediately exercisable. The estimated relative fair value of the investor warrants was $195,969 and was calculated using the Black-Scholes valuation model. The following assumptions were used: (1) no expected dividends, (2) risk free interest rate of 0.76%, (3) expected volatility of 191% and (4) expected life of five years. Opexa can redeem the warrants at $0.01 per share if the Company’s common stock closes at or above $10.00 per share for 20 consecutive trading days. |
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Pursuant to a waiver executed by the holders of in excess of two-thirds (66-2/3%) of the principal amount of the outstanding July 2012 Notes and accepted by Opexa, the amount of the cash subject to a deposit control agreement was reduced to $500,000 during January 2013. In exchange for such waiver, the Company issued warrants to the holders of the July 2012 Notes to purchase an aggregate of 187,500 shares of common stock at an exercise price of $1.21 per share, subject to certain limitations and adjustments. The warrants have a term of five years and were immediately exercisable. The estimated fair value of the warrants was $219,553 and was calculated using the Black-Scholes valuation model. The following assumptions were used: (1) no expected dividends, (2) risk free interest rate of 0.90%, (3) expected volatility of 191% and (4) expected life of five years. Opexa can redeem the warrants at $0.01 per underlying share of common stock if the common stock closes at or above $10.00 per share for 20 consecutive trading days. The fair value of the warrants was recognized as additional interest expense during the year ended December 31, 2013. |
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In connection with Opexa’s February 2013 registered offering (See Note 12), Opexa issued warrants to the investors to purchase an aggregate of 541,668 shares of common stock at an exercise price of $3.00 per share, subject to certain limitations and adjustments. These warrants have a term of four years and were immediately exercisable. |
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At December 31, 2013, the aggregate intrinsic value of the outstanding options and warrants was $49,851 and $255,750, respectively. At December 31, 2014, the aggregate intrinsic value of the outstanding options and warrants was $0 and $0 respectively. |
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Summary information regarding options and warrants for the years ended December 31, 2013 and 2014 are as follows: |
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| | Options | | | Weighted Average | | | Warrants | | | Weighted Average | |
Exercise | Exercise |
Price | Price |
Outstanding at December 31, 2012 | | | 824,620 | | | $ | 5.54 | | | | 3,579,087 | | | $ | 5.64 | |
Year ended December 31, 2013: | | | | | | | | | | | | | | | | |
Granted | | | 427,072 | | | | 1.94 | | | | 972,918 | | | | 2.21 | |
Exercised | | | — | | | | — | | | | — | | | | — | |
Forfeited and canceled | | | (89,243 | ) | | | 4.55 | | | | (1,482,892 | ) | | | 6.54 | |
Outstanding at December 31, 2013 | | | 1,162,449 | | | $ | 4.3 | | | | 3,069,113 | | | $ | 4.12 | |
Granted | | | 1,403,440 | | | | 1.78 | | | | — | | | | — | |
Exercised | | | — | | | | — | | | | — | | | | — | |
Forfeited and canceled | | | (142,636 | ) | | | 2.98 | | | | (22,312 | ) | | | 10 | |
Outstanding at December 31, 2014 | | | 2,423,253 | | | $ | 2.92 | | | | 3,046,801 | | | $ | 4.08 | |
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Summary of options outstanding and exercisable as of December 31, 2014 is as follows: |
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Range of Exercise | | Weighted Average | | Number of Options | | Number of Options | | | | | | | |
Prices | Remaining Contractual | Outstanding | Exercisable | | | | | | | |
| Life (years) | | | | | | | | | |
$ 0.86 to $ 4.99 | | | 7.7 | | 2,241,808 | | | 725,523 | | | | | | | | |
5.00 to 9.99 | | | 0.3 | | 136,575 | | | 136,575 | | | | | | | | |
10.00 to 39.20 | | | 0.03 | | 44,870 | | | 44,870 | | | | | | | | |
$ 0.86 to $ 39.20 | | | 8.04 | | 2,423,253 | | | 906,968 | | | | | | | | |
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Summary of warrants outstanding and exercisable as of December 31, 2014 is as follows: |
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Range of Exercise | | Weighted Average | | Number of Warrants | | Number of Warrants | | | | | | | |
Prices | Remaining Contractual | Outstanding | Exercisable | | | | | | | |
| Life (years) | | | | | | | | | |
$ 1.21 to $ 4.99 | | | 2.02 | | 2,409,033 | | | 2,409,033 | | | | | | | | |
5.00 to 10.44 | | | 0.19 | | 637,768 | | | 637,768 | | | | | | | | |
$ 1.21 to $ 10.44 | | | 2.21 | | 3,046,801 | | | 3,046,801 | | | | | | | | |
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