Share Based Compensation | 8. SHARE BASED COMPENSATION The following table summarizes share-based compensation expense included in the Statement of Operations by expense category for the years ended October 31, 2017, 2016 and 2015, respectively: Year Ended October 31, 2017 2016 2015 Research and development $ 5,647,913 $ 7,985,651 $ 6,293,791 General and administrative 22,187,760 15,487,296 15,137,239 Total $ 27,835,673 $ 23,472,947 $ 21,431,030 Amendments The Advaxis, Inc. 2015 Incentive Plan (the “2015 Plan”) was originally ratified and approved by the Company’s stockholders on May 27, 2015. 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 planthat thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. At the Annual Meeting of Stockholders of the Company held on March 10, 2016, the stockholders ratified and approved an amendment to the 2015 Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan from 3,600,000 shares to 4,600,000 shares. Furthermore, the stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 45,000,000 shares of common stock to 65,000,000 shares of common stock. At the Annual Meeting of Stockholders of the Company held on April 5, 2017, the stockholders ratified and approved an amendment to the 2015 Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan from 4,600,000 shares to 6,100,000 shares. The amendment also included a provision that provides for pre-defined annual increases in the number of shares available for issuance under the Plan equal to the lesser of: (i) 5% of the total number of shares of Common Stock outstanding, (ii) 2,500,000, or (iii) a lesser number determined by the Board of Directors. As of October 31, 2017, there were 710,853 shares available for issuance under the 2015 Plan. Restricted Stock Units (RSUs) A summary of the Company’s RSU activity and related information for the year ended October 31, 2017, 2016 and 2015 is as follows: Number of RSU’s Weighted-Average Grant Date Fair Value 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 Granted 695,040 9.31 Vested (824,317 ) 8.35 Cancelled (220,610 ) 15.81 Balance at October 31, 2016 719,448 $ 10.77 Granted 1,632,134 7.90 Vested (877,383 ) 9.15 Cancelled (111,080 ) 8.74 Balance at October 31, 2017 1,363,119 $ 8.54 The fair value as of the respective vesting dates of RSUs was approximately $6,045,000, $6,643,000 and $7,771,000 for the years ended October 31, 2017, 2016 and 2015, respectively. As of October 31, 2017, there was approximately $9,434,000 of unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted average vesting period of approximately 1.99 years. As of October 31, 2017, the aggregate intrinsic value of non-vested RSUs was approximately $4,635,000. Employee Stock Awards Common Stock issued to executives and employees related to vested incentive retention awards, employment inducements, management purchases and employee excellence awards totaled 878,948 shares (834,600 shares on a net basis after employee taxes), 719,610 shares (712,106 shares on a net basis after employee taxes), and 506,736 shares (422,781 shares on a net basis after employee taxes) during the years ended October 31, 2017, 2016 and 2015, respectively. Total stock compensation expense associated with these awards for the years ended October 31, 2017, 2016 and 2015 was $8,883,123, $5,458,823 and $5,432,494, respectively. Furthermore, during the year ended October 31, 2015, 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 year ended October 31, 2015, the total fair value of these equity purchases were $102,022, or 9,150 shares of the Company’s Common Stock. Director Stock Awards During the years ended October 31, 2017, 2016 and 2015, common stock issued to the Directors for compensation related to board and committee membership was 30,000 shares, 152,386 shares and 267,186, respectively. During the years ended October 31, 2017, 2016 and 2015, total stock compensation expense to the Directors was $403,200, $1,184,780 and $1,223,118, respectively. Stock Options A summary of changes in the stock option plan for the years ended October 31, 2017, 2016 and 2015 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life In Years Aggregate Intrinsic Value Outstanding as of October 31, 2014 467,968 $ 15.51 6.34 $ - Granted 1,668,995 13.41 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 Granted 1,385,000 12.81 Cancelled or expired (15,144 ) 29.69 Outstanding as of October 31, 2016 3,351,795 $ 13.31 7.82 $ 61,980 Granted 556,952 7.71 Cancelled or expired (15,189 ) 14.07 Outstanding as of October 31, 2017 3,893,558 $ 12.51 5.72 $ - Vested and exercisable at October 31, 2017 2,795,826 $ 13.05 4.80 $ - * 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, 2017; Options Outstanding Options Exercisable Weighted Weighted Weighted Weighted Average Average Average Average Exercise Number Remaining Exercise Intrinsic Number Remaining Exercise Intrinsic Price Range Outstanding Contractual Price Value Exercisable Contractual Price Value $3.63 - $9.99 672,672 6.58 $ 7.91 $ 61,980 285,954 4.02 $ 8.19 $ - $10.00 - $14.99 3,006,606 5.63 $ 13.14 $ - 2,295,592 4.95 $ 13.18 $ - $15.01 - $19.99 213,480 4.29 $ 18.07 $ - 213.480 4.29 $ 18.07 $ - $20.00 - $21.25 800 2.60 $ 21.25 $ - 800 2.60 $ 21.25 $ - The fair value of each option granted from the Company’s stock option plans during the years ended October 31, 2017, 2016 and 2015 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 Company’s 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 Company’s Common Stock, and (iv) risk-free interest rates, which are based on quoted U.S. Treasury rates for securities with maturities approximating expected lives of the options. 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. The following table provides the weighted average fair value of options granted to directors and employees and the related assumptions used in the Black-Scholes model: Year Ended October 31, 2017 October 31, 2016 October 31, 2015 Weighted average fair value of options granted $ 6.36 $ 10.71 $ 17.38 Expected term 5.50-6.50 years 5.51-6.51 years 5-10 years Expected volatility 107.07%-110.93 % 109.23%-115.25 % 109.26%-154.54 % Expected dividends 0 % 0 % 0 % Risk free interest rate 1.26%-1.58 % 1.65-2.00 % 1.41%-2.27 % Total compensation cost related to the Company’s outstanding stock options, recognized in the statement of operations for the years ended October 31, 2017, 2016 and 2015 was approximately $17,195,000, $15,223,000 and $9,521,000, respectively. Included in compensation expense is $1,641,000 recognized as a result of the modification of certain option agreements associated with the resignation of the Company’s Chief Executive Officer in July 2017. Pursuant to the separation agreement all the outstanding options vested immediately and the expiration date was extended until July 5, 2021. During the year ended October 31, 2017, 556,952 options were granted with a total grant date fair value of approximately $3,542,000. During the year ended October 31, 2016, 1,385,000 options were granted with a total grant date fair value of approximately $14,838,000. During the year ended October 31, 2015, 1,668,995 options were granted with a total grant date fair value of approximately $29,014,000. As of October 31, 2017, there was approximately $4,680,000 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 1.11 years. Shares Issued to Consultants During the year ended October 31, 2017, 165,907 shares of Common Stock valued at $1,384,350 were issued to consultants for services. The Company recorded a liability on its balance sheet for $45,000 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 year ended October 31, 2016, 168,885 shares of Common Stock valued at $1,565,888 were issued to consultants for services. The Company recorded a liability on its balance sheet for $75,000 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 year 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. The common stock share values were based on the dates the shares vested. 2011 Employee Stock Purchase Plan The Advaxis, Inc. 2011 Employee Stock Purchase Plan (“ESPP”) was approved by the Company’s shareholders in September 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 Company’s Common Stock are reserved for issuance under the ESPP. During the year ended October 31, 2017, 2016 and 2015 shares purchased under the ESPP were 26,594, 6,627 and 7,063 and the Company recorded expense of $251,374, $73,244 and $28,791 respectively. As of October 31, 2017, 0 shares of Company’s Common Stock remain available for issuance under the ESPP. |