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. O’Connor, Chief Executive Officer and President, Robert G. Petit, Executive Vice President, Chief Scientific Officer, and Sara M. Bonstein, Executive Vice President and Secretary, Chief Financial Officer, (each an “Executive”), employment agreements. The table below reflects the purchases of each Executive: ANNUALIZED Annual Amount For the Six Months Ended April 30, 2017 to be Purchased Gross Purchase Net Purchase Executive $ $ # of shares $ # of shares Daniel J. O’Connor $ 54,547 $ 26,546 2,080 $ 20,008 1,558 Robert G. Petit $ 33,061 $ 16,065 1,811 $ 12,786 1,295 Sara M. Bonstein $ 29,261 $ 14,260 1,158 $ 9,978 845 For the three months ended April 30, 2017, the Company recorded stock compensation expense of $37,308 in the statement of operations for the portion of management salaries voluntarily paid in stock representing 4,395 shares of its Common Stock (3,224 shares on a net basis after employee payroll taxes). For the three months ended April 30, 2016, the Company recorded a similar stock compensation expense of $56,926 in the statement of operations representing 8,028 shares of its Common Stock (5,785 shares on a net basis after employee payroll taxes). For the six months ended April 30, 2017, the Company recorded a similar stock compensation expense of $79,324 in the statement of operations representing 9,711 shares of its Common Stock (7,295 shares on a net basis after employee payroll taxes). For the six months ended April 30, 2016, the Company recorded stock compensation expense of $121,257 in the statement of operations for the portion of management salaries voluntarily paid in stock representing 15,088 shares of its Common Stock (10,732 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. O’Connor 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. O’Connor under a promissory note given by Mr. O’Connor 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 Company’s 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. Restricted Stock Units (RSUs) A summary of the Company’s RSU activity and related information for the six months ended April 30, 2017 is as follows: Number of Weighted-Average Balance at October 31, 2016: 719,448 $ 10.77 Granted 722,432 $ 8.38 Vested (270,134 ) $ 9.28 Cancelled (25,311 ) $ 9.09 Balance at April 30, 2017 1,146,435 $ 9.65 As of April 30, 2017, there was approximately $9,247,000 of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 2.19 years. As of April 30, 2017, the aggregate intrinsic value of non-vested RSUs was approximately $9,814,000. Employee Stock Awards Common Stock issued to executives and employees related to vested incentive retention awards, employment inducements and employee excellence awards totaled 155,149 (126,504 shares on a net basis after employee payroll taxes) and 134,239 shares for the three months ended April 30, 2017 and 2016, respectively. Total stock compensation expense associated with these awards for the three months ended April 30, 2017 and 2016 was $1,674,989 and $876,228, respectively. Common Stock issued to executives and employees related to vested incentive retention awards, employment inducements and employee excellence awards totaled 243,809 shares (215,164 shares on a net basis after employee payroll taxes) and 372,368 shares during the six months ended April 30, 2017 and 2016, respectively. Total stock compensation expense associated with these awards for the six months ended April 30, 2017 and 2016 was $2,989,612 and $2,733,304, respectively. 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 Company’s Common Stock instead of cash. During the six months ended April 30, 2016, the total fair value of these equity purchases was $102,022, or 9,150 shares of the Company’s Common Stock. Director Stock Awards Common stock issued to Directors for compensation related to board and committee membership totaled 30,000 and 61,767 shares for the three months ended April 30, 2017 and 2016, respectively. Total stock compensation expense associated with these awards for the three months ended April 30, 2017 and 2016 was $98,315 and $311,205, respectively. Common stock issued to Directors for compensation related to board and committee membership totaled 30,000 and 93,534 shares for the six months ended April 30, 2017 and 2016, respectively. Total stock compensation expense associated with these awards for the six months ended April 30, 2017 and 2016 was $199,943 and $622,410, respectively. Stock Options A summary of changes in the stock option plan for the six months ended April 30, 2017 is as follows: Number of Weighted-Average Options Exercise Price Outstanding at October 31, 2016: 3,351,795 $ 13.31 Granted 556,952 $ 7.71 Exercised - $ - Canceled (4,000 ) $ 3.42 Expired (11,189 ) $ 17.88 Outstanding at April 30, 2017 3,893,558 $ 12.51 Vested and Exercisable at April 30, 2017 2,158,092 $ 13.47 Total compensation cost related to the Company’s outstanding stock options, recognized in the statement of operations for the three months ended April 30, 2017 and 2016, was $3,006,763 and $3,280,517, respectively. For the six months ended April 30, 2017 and 2016, compensation cost related to the Company’s outstanding stock options was $6,190,221 and $9,952,502, respectively. During the six months ended April 30, 2017, 556,952 options were granted with a total grant date fair value of $3,542,215. During the six months ended April 30, 2016, 1,385,000 options were granted with a total grant date fair value of $14,837,970. As of April 30, 2017, there was approximately $14,678,000 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 1.44 years. As of April 30, 2017, the aggregate intrinsic value of vested and exercisable options was approximately $48,000. In determining the fair value of the stock options granted during the six months ended April 30, 2017 and 2016, the Company used the following inputs in its BSM: Six Months Ended April 30, 2017 April 30, 2016 Expected Term 5.50-6.50 years 5.51-6.51 years Expected Volatility 107.07%-110.93 % 109.23%-115.25 % Expected Dividends 0 % 0 % Risk Free Interest Rate 1.26-1.58 % 1.65%-2.00 % Shares Issued to Consultants During the three months ended April 30, 2017, 44,312 shares of Common Stock valued at $379,350 were issued to consultants for services, of which $230,100 represented shares issued for amounts previously accrued. The Company recorded a liability on its balance sheet for $247,100 for shares earned pursuant to consulting agreements but not delivered. During the three months ended April 30, 2016, 65,893 shares of Common Stock valued at $570,001 were issued to consultants for services. The common stock share values were based on the dates the shares vested. During the six months ended April 30, 2017, 76,812 shares of Common Stock valued at $692,950 were issued to consultants for services, of which $75,000 represented shares issued for amounts previously accrued. The Company recorded a liability on its balance sheet for $247,100 for shares earned pursuant to consulting agreements but not delivered. During the six months ended April 30, 2016, 89,017 shares of Common Stock valued at $845,088 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 six months ended April 30, 2017 and 2016, respectively: Three Months Ended April 30, Six Months Ended April 30, 2017 2016 2017 2016 Research and development $ 1,531,005 $ 967,705 $ 2,753,488 $ 6,074,343 General and administrative 3,682,720 3,864,872 7,570,662 8,287,240 Total $ 5,213,725 $ 4,832,577 $ 10,324,150 $ 14,361,583 |