6. Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock Options |
|
The Board of Directors initially adopted the 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 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. As of March 31, 2015, options to purchase an aggregate of 3,423,779 shares were issued and outstanding under the 2004 Plan and the 2010 Plan, and 501,824 shares remained available for the grant of options under the 2010 Plan. |
|
Opexa accounts for stock-based compensation, including options and nonvested shares, according to the provisions of FASB ASC 718, "Share Based Payment.” During the three months ended March 31, 2015, Opexa recognized stock-based compensation expense of $266,954. Unamortized stock-based compensation expense as of March 31, 2015 amounted to $2,559,639. |
|
Stock Option Activity |
|
A summary of stock option activity for the three months ended March 31, 2015 is presented below: |
|
| | Number of Shares | | | Weighted Avg. Exercise Price | | | Weighted Average Remaining Contract Term | | | Intrinsic Value | |
(# years) |
Outstanding at January 1, 2015 | | | 2,423,253 | | | $ | 2.92 | | | | | | | |
Granted | | | 1,008,026 | | | | 0.67 | | | | | | | |
Exercised | | | - | | | | - | | | | | | | |
Forfeited and canceled | | | (7,500 | ) | | | 1.68 | | | | | | | |
Outstanding at March 31, 2015 | | | 3,423,779 | | | $ | 2.26 | | | | 8.4 | | | $ | - | |
Exercisable at March 31, 2015 | | | 1,467,068 | | | $ | 3.43 | | | | 6.8 | | | $ | - | |
|
Employee Options: |
|
Option awards are granted with an exercise price equal to the market price of Opexa’s stock at the date of issuance, generally have a ten-year life, and have various vesting dates that range from no vesting or partial vesting upon date of grant to full vesting on a specified date. Opexa estimates the fair value of stock options using the Black-Scholes option-pricing model and records the compensation expense ratably over the service period. |
|
During the three months ended March 31, 2015, time-based options to purchase an aggregate of 496,250 shares at exercise prices ranging from $.53 to $.82 were granted to employees. These options have a term of ten years and have a vesting schedule of the earlier of four years or termination of employment without cause following a change of control. Fair value of $380,537 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 1.948% to 2.05%, (2) expected term of 6.25 years, (3) expected volatility range of 141.07% to 143.46% and (4) zero expected dividends. |
|
During the three months ended March 31, 2015, options to purchase 7,500 shares were forfeited and cancelled. |
|
Opexa recognized stock based compensation expense of $159,194 and $221,692 for grants made to employees during the three months ended March 31, 2015 and March 31, 2014 respectively. |
|
Non-Employee Options: |
|
During the three months ended March 31, 2015, options to purchase an aggregate of 511,776 shares at an exercise price of $0.82 were granted to non-employee directors for service on Opexa’s Board. Options to purchase an aggregate of 357,050 shares will expire on the earlier of 10 years or a change in control of Opexa, with 50% of the shares vesting immediately and 50% vesting on December 31, 2015. Options to purchase an aggregate of 119,020 shares have terms of 10 years, with 50% of the shares vesting immediately and 50% vesting on March 30, 2016. An option to purchase 35,706 shares will expire on the earlier of 10 years or a change in control of Opexa, with vesting in four quarterly increments beginning on March 31, 2015. Fair value of $214,844 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 2.05%, (2) expected term of 5.25 years, (3) expected volatility of 143.46% and (4) zero expected dividends. |
|
Opexa recognized stock based compensation expense of $107,760 and $109,339 for grants made to non-employee directors during the three months ended March 31, 2015 and March 31, 2014 respectively. |
|
Restricted Stock |
|
See Note 5 for a description of restricted stock awards made to non-employee directors under the 2010 Plan during the three months ended March 31, 2015. |
|
Warrant Activity |
|
A summary of warrant activity for the three months ended March 31, 2015 is presented below: |
|
| | Number of Shares | | | Weighted Avg. Exercise Price | | | Weighted Average Remaining Contract Term | | | Intrinsic Value | |
(# years) |
Outstanding at January 1, 2015 | | | 3,046,801 | | | $ | 4.08 | | | | | | | |
Granted | | | - | | | | - | | | | | | | |
Exercised | | | - | | | | - | | | | | | | |
Forfeited and canceled | | | - | | | | - | | | | | | | |
Outstanding at March 31, 2015 | | | 3,046,801 | | | $ | 4.08 | | | | 1.96 | | | $ | - | |
Exercisable at March 31, 2015 | | | 3,046,801 | | | $ | 4.08 | | | | 1.96 | | | $ | - | |
|