Share Based Compensation | 8. SHARE BASED COMPENSATION 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, 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 Three Months Ended January 31, 2016 to be Purchased Gross Purchase Net Purchase Executive $ $ # of shares $ # of shares Daniel J. OConnor $ 116,410 $ 26,653 2,950 $ 17,360 1,832 Gregory T. Mayes $ 27,794 $ 7,033 767 $ 5,294 573 Robert G. Petit $ 28,704 $ 7,100 777 $ 5,326 557 Sara M. Bonstein $ 25,420 $ 6,051 666 $ 4,585 500 For the three months ended January 31, 2016, the Company recorded stock compensation expense of $64,332 in the statement of operations for the portion of management salaries voluntarily paid in stock representing 7,060 shares of its Common Stock (4,947 shares on a net basis after employee payroll taxes). For the three months ended January 31, 2015, the Company recorded a similar stock compensation expense of $46,153 in the statement of operations representing 7,832 shares of its Common Stock (7,053 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 164,909 shares of Common Stock out of his personal funds at the then market price for an aggregate consideration of $689,004. 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 approximately $66,500 for 21,091 shares, 2013 base salary which he elected to receive in Common Stock of approximately $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 21,687 shares (15,950 on a net basis after employee payroll taxes), fiscal 2015 voluntary request to purchase stock directly from the Company at market price purchases of $88,840 for 8,482 shares (7,556 on a net basis after employee payroll taxes), 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. Executives were entitled to receive a performance-based year-end cash bonus. For the three months ended January 31, 2015, the executive officers voluntarily elected to receive 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). Restricted Stock Units (RSUs) A summary of the Companys RSU activity and related information for the three months ended January 31, 2016 is as follows: Number of Weighted-Average RSUs Grant Date Fair Value Balance at October 31, 2015: 1,069,335 $ 10.89 Granted 214,547 $ 8.79 Vested (256,126 ) $ 8.01 Cancelled (52,500 ) $ 22.56 Balance at January 31, 2016 975,256 $ 10.54 As of January 31, 2016, there was approximately $8,370,000 of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.23 years. As of January 31, 2016, the aggregate intrinsic value of non-vested RSUs was approximately $767,000. Employee Stock Awards During the three months ended January 31, 2016, 238,129 shares of Common Stock were issued to executives and employees related to vested incentive retention awards, employment inducements and employee excellence awards. Total stock compensation expense associated with these awards was $1,857,076. During the three months ended January 31, 2015, 34,095 shares of Common Stock (27,566 shares on a net basis after employee taxes) were issued to executives and employees related to vested incentive retention awards, employment inducements and employee excellence awards. Total stock compensation expense associated with these awards was $133,699. Furthermore, non-executive employees were entitled to receive a performance-based year-end cash bonus. Several non-executive employees voluntarily requested to be paid all or a portion of their cash bonus in the Companys Common Stock instead of cash. During the three months ended January 31, 2016, the Company recorded a liability on its balance sheet for $102,022 for bonuses that will be paid in Common Stock. During the three months ended January 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). Director Stock Awards During the three months ended January 31, 2016, 31,767 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 $311,205. During the three months ended January 31, 2015, 191,939 shares of Common Stock (178,513 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 $606,039. Stock Options A summary of changes in the stock option plan for the three months ended January 31, 2016 is as follows: Number of Weighted-Average Options Exercise Price Outstanding at October 31, 2015: 1,981,939 $ 13.78 Granted 1,385,000 $ 12.81 Exercised - $ - Expired (9,865 ) $ 27.21 Outstanding at January 31, 2016 3,357,074 $ 13.34 Vested and Exercisable at January 31, 2016 703,878 $ 13.93 Total compensation cost related to the Companys outstanding stock options, recognized in the statement of operations for the three months ended January 31, 2016, was $6,671,986. For the three months ended January 31, 2015, compensation cost related to the Companys outstanding stock options was $121,421. During the three months ended January 31, 2016, 1,385,000 options were granted with a total grant date fair value of $14,837,970. During the three months ended January 31, 2015, 20,000 options were granted with a total grant date fair value of $57,600. As of January 31, 2016, there was approximately $27,884,000 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 1.31 years. As of January, 2016, the aggregate intrinsic value of vested and exercisable options was approximately $44,240. In determining the fair value of the stock options granted during the three months ended January 31, 2016 and 2015, the Company used the following inputs in its BSM: Three Months Ended January 31, 2016 January 31, 2015 Expected Term 5.51-6.51 years 10 years Expected Volatility 109.23%-115.25 % 154.54 % Expected Dividends 0 % 0 % Risk Free Interest Rate 1.65-2.00 % 2.27 % Shares Issued to Consultants During the three months ended January 31, 2016, 23,124 shares of Common Stock valued at $275,087 were issued to consultants for services, of which $55,000 represented shares issued for amounts previously accrued. The Company recorded a liability on its balance sheet for $302,300 for shares earned pursuant to consulting agreements but not delivered. The common stock share values were based on the dates the shares vested. During the three months ended January 31, 2015, 120,000 shares of Common Stock valued at $792,000 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 the three months ended January 31, 2016 and 2015, respectively: Three Months Ended January 31, 2016 2015 Research and development $ 5,106,640 $ 313,919 General and administrative 4,422,368 1,871,750 Total $ 9,529,008 $ 2,185,669 |