Share Based Compensation | 9. SHARE BASED COMPENSATION Amendments On March 30, 2015, the Board of Directors adopted, subject to stockholder approval at the Annual Meeting, the Advaxis, Inc. 2015 Incentive Plan (the 2015 Plan). The 2015 Plan became effective on May 27, 2015 when it was approved by the Companys stockholders at the 2015 Annual Meeting. The 2015 Plan serves as the successor to the Advaxis, Inc. 2011 Omnibus Incentive Plan (the Prior Plan). Effective May 27, 2015, all future equity awards were made from the 2015 Plan, and no additional awards will be granted under the Prior Plan. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of Common Stock that may be issued under the 2015 Plan is 3,600,000 shares, plus a number of additional shares (not to exceed 650,000) underlying awards outstanding as of the effective date of the 2015 Plan under the Prior Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. As of October 31, 2015, there were 2,134,468 shares available for issuance under the 2015 Plan. At the Annual Meeting of Stockholders of the Company held on July 9, 2014, the stockholders ratified and approved an amendment to the Companys 2011 Omnibus Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan from 520,000 shares to 2,120,000 shares. Furthermore, the stockholders approved an amendment to the Companys Certificate of Incorporation to increase the total number of authorized shares of common stock from 25,000,000 shares of common stock to 45,000,000 shares of common stock. Employment Agreements Management voluntarily purchases restricted stock directly from the Company at market price. The respective stock purchases occur on the last trading day of each month. This voluntary election is outlined in each of Daniel J. OConnor, Chief Executive Officer and President, David J. Mauro, Executive Vice President, Chief Medical Officer, Gregory T. Mayes, Executive Vice President, Chief Operating Officer and Secretary, Robert G. Petit, Executive Vice President, Chief Scientific Officer and Sara M. Bonstein, Senior Vice President, Chief Financial Officer, (each an Executive), employment agreements. The table below reflects the purchases of each Executive: ANNUALIZED Annual Amount For the Year Ended October 31, 2015 to be Purchased Gross Purchase Net Purchase Executive $ $ # of shares $ # of shares Daniel J. OConnor $ 89,064 $ 88,840 8,482 $ 76,451 7,556 David J. Mauro $ 16,531 $ 16,491 1,591 $ 12,729 1,252 Gregory T. Mayes $ 23,477 $ 23,312 2,180 $ 18,740 1,781 Robert G. Petit $ 25,225 $ 25,220 2,443 $ 19,000 1,886 Sara M. Bonstein $ 19,734 $ 19,597 1,837 $ 15,662 1,473 For the twelve months ended October 31, 2015, the Company recorded stock compensation expense of $206,192 for the portion of management salaries paid in stock, representing 19,145 shares of its Common Stock (16,090 shares on a net basis after employee payroll taxes). For the twelve months ended October 31, 2014, the Company recorded stock compensation expense of $128,271 for the portion of management salaries paid in stock, representing 40,320 shares of its Common Stock (31,026 shares on a net basis after employee payroll taxes). From 2013 to present, in addition to the purchases of Common Stock set forth in the above table, Mr. OConnor has also purchased an additional 146,616 shares of Common Stock out of his personal funds at the then market price for an aggregate consideration of $588,294. These purchases consisted of the conversion of amounts due to Mr. OConnor under a promissory note given by Mr. OConnor to the Company in 2012 of $66,500 for 21,091 shares, 2013 base salary which he elected to receive in Common Stock of a $186,555 for 34,752 shares (21,489 on a net basis after employee payroll taxes), 2013 and 2014 cash bonuses voluntarily requested to receive in equity of $214,359 for 62,064 shares (57,990 on a net basis after employee payroll taxes), fiscal 2014 voluntary request to purchase stock directly from the Company at market price purchases of $68,750 for 15,950 shares, and purchases of the Companys Common Stock in the October 2013 and March 2014 public offerings of 13,500 shares for $54,000 and 3,333 shares for $10,000. For the twelve months ended October 31, 2015, executive officers received a portion of their year-end performance bonus (with a total fair value of approximately $418,000) in the aggregate amount of 125,411 shares of the Companys Common Stock (98,603 on a net basis after employee payroll taxes). For the twelve months ended October 31, 2014, executive officers received a portion of their year-end performance bonus (with a total fair value of approximately $129,000) in the aggregate amount of 31,845 shares of the Companys Common Stock (21,389 on a net basis after employee payroll taxes). Restricted Stock Units (RSUs) A summary of the Companys RSU activity and related information for the twelve months ended October 31, 2015 and 2014 is as follows: Number of Weighted-Average RSUs Grant Date Fair Value Balance at October 31, 2013: 112,500 $ 3.57 Granted 1,268,580 3.88 Vested (547,030 ) 3.91 Cancelled (42,171 ) 4.14 Balance at October 31, 2014: 791,879 $ 3.81 Granted 864,192 15.14 Vested (583,403 ) 7.58 Cancelled (3,333 ) 11.76 Balance at October 31, 2015 1,069,335 $ 10.89 The fair value as of the respective vesting dates of RSUs was approximately $7,771,000 and $1,944,000 for the twelve months ended October 31, 2015 and 2014, respectively. As of October 31, 2015, there was approximately $10,053,000 of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.26 years. As of October 31, 2015, the aggregate intrinsic value of non-vested RSUs was approximately $217,908. Employee Stock Awards During the twelve months ended October 31, 2015, 487,591 shares of Common Stock (406,691 shares on a net basis after employee taxes) were issued to executives and employees related to incentive retention awards, employment inducements and employee excellence awards. Total stock compensation expense associated with these awards was $5,226,302. Furthermore, non-executive employees were entitled to receive a performance-based year-end cash bonus. Several non-executive employees requested to be paid all or a portion of their cash bonus in the Companys Common Stock instead of cash. During the twelve months ended October 31, 2015, the total fair value of these equity purchases were $67,671, or 20,322 shares of the Companys Common Stock (14,300 on a net basis after employee payroll taxes). During the twelve months ended October 31, 2014, 489,287 shares of Common Stock (280,848 shares on a net basis after employee taxes) were issued to executives and employees related to incentive retention awards, employment inducements and employee excellence awards. Total stock compensation expense associated with these awards was $1,836,143. Director Stock Awards During the twelve months ended October 31, 2015, 267,186 shares of Common Stock (253,754 shares on a net basis after taxes) were issued to the Directors for compensation related to board and committee membership. Total stock compensation expense to the Directors was $1,223,118. During the twelve months ended October 31, 2014, 146,899 shares of Common Stock were issued to the Directors for compensation related to board and committee membership. Total stock compensation expense to the Directors was $614,750. Stock Options A summary of changes in the stock option plan for the twelve months ended October 31, 2015 and 2014 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value Outstanding as of October 31, 2013 467,923 $ 15.86 7.28 $ - Granted 36,000 4.02 9.16 Cancelled or Expired (35,955 ) 8.57 - Outstanding as of October 31, 2014 467,968 $ 15.51 6.34 $ - Granted 1,668,995 13.41 9.42 Exercised * (137,667 ) 12.29 Cancelled or Expired (17,357 ) 36.24 Outstanding as of October 31, 2015 1,981,939 $ 13.78 8.72 $ 285,330 Vested and Exercisable at October 31, 2015 711,742 $ 14.15 7.46 $ 270,556 * Includes the cashless exercise of 117,667 options that resulted in the issuance of 45,167 shares of common stock. The following table summarizes information about the outstanding and exercisable options at October 31, 2015. Options Outstanding Options Exercisable Weighted Weighted Weighted Average Average Average Exercise Number Remaining Exercise Intrinsic Number Exercise Intrinsic Price Range Outstanding Contractual Price Value Exercisable Price Value $3.00 - $9.99 119,720 7.40 $ 8.71 $ 285,330 117,719 $ 8.79 $ 270,556 $10.00 - $14.99 1,621,605 9.24 $ 13.41 $ - 403,409 $ 13.31 $ - $15.01 - $19.99 224,669 6.33 $ 18.06 $ - 174,669 $ 18.30 $ - $20.00 - $36.00 15,945 0.45 $ 29.27 $ - 15,945 $ 29.27 $ - The fair value of each option granted from the Companys stock option plans during the years ended October 31, 2015 and 2014 was estimated on the date of grant using the Black-Scholes option-pricing model. Using this model, fair value is calculated based on assumptions with respect to (i) expected volatility of the Companys Common Stock price, (ii) the periods of time over which employees and Board Directors are expected to hold their options prior to exercise (expected lives), (iii) expected dividend yield on the Companys Common Stock, and (iv) risk-free interest rates, which are based on quoted U.S. Treasury rates for securities with maturities approximating the options expected lives. The Company used their own historical volatility in determining the volatility to be used. The expected term of the stock option grants was calculated using the simplified method in accordance with the SEC Staff Accounting Bulletin 107. The simplified method was used since the Company believes its historical data does not provide a reasonable basis upon which to estimate expected term and the Company does not have enough option exercise data from its grants issued to support its own estimate as a result of vesting terms and changes in the stock price. The expected dividend yield is zero as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future. In determining the fair value of the stock options granted during the twelve months ended October 31, 2015 and 2014, the Company used the following inputs in its BSM: Year Ended October 31, 2015 October 31, 2014 Expected Term 5-10 years 5 years Expected Volatility 109.26%-154.54 % 151.38%-171.12 % Expected Dividends 0 % 0 % Risk Free Interest Rate 1.41%-2.27 % 1.39%-1.72 % Total compensation cost related to the Companys outstanding stock options, recognized in the statement of operations for twelve months ended October 31, 2015 and 2014 was approximately $9,521,000 and $920,000, respectively. During the twelve months ended October 31, 2015, 1,668,995 options were granted with a total grant date fair value of approximately $29,014,000. During the twelve months ended October 31, 2014, 36,000 options were granted with a total grant date fair value of approximately $145,000. During the twelve months ended October 31, 2015, options to purchase 137,667 shares of common stock were exercised, which resulted in cash proceeds of $58,400. As of October 31, 2015, there was approximately $19,718,000 of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.35 years. As of October 31, 2015, the aggregate intrinsic value of vested and exercisable options was approximately $271,000. Shares Issued to c During the twelve months ended October 31, 2015, 378,538 shares of Common Stock valued at $4,707,440 were issued to consultants for services. The Company recorded a liability on its balance sheet for $55,000 for shares earned pursuant to consulting agreements but not delivered. During the twelve months ended October 31, 2014, 405,603 shares of Common Stock valued at $1,551,591 were issued to consultants for services. The common stock share values were based on the dates the shares vested. The following table summarizes share-based compensation expense included in the Statement of Operations by expense category for years ended October 31, 2015 and 2014, respectively: Year Ended October 31, 2015 2014 Research and development $ 6,293,791 $ 1,250,747 General and administrative 15,137,239 4,114,863 Total $ 21,431,030 $ 5,365,610 2011 Employee Stock Purchase Plan The Companys Board of Directors adopted the Advaxis, Inc. 2011 Employee Stock Purchase Plan, which the Companys refers to as the ESPP, on August 22, 2011, and the Companys shareholders approved the ESPP on September 27, 2011. The ESPP allows employees to purchase Common Stock of the Company at a 15% discount to the market price on designated exercise dates. Employees were eligible to participate in the ESPP beginning December 30, 2011. 40,000 shares of the Companys Common Stock are reserved for issuance under the ESPP. During the twelve months ended October 31, 2015, $28,791 was withheld from employees, on an after-tax basis, in order to purchase an aggregate of 7,063 shares of Companys Common Stock. During the twelve months ended October 31, 2014, $6,251 was withheld from employees, on an after-tax basis, in order to purchase 2,110 shares of the Companys Common Stock. As of October 31, 2015, 22,827 shares of Companys Common Stock remain available for issuance under the ESPP. |