Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders' Equity | ' |
NOTE 3 – STOCKHOLDERS’ EQUITY |
Common Stock |
We currently have a shelf registration statement on Form S-3 filed and declared effective by the Securities and Exchange Commission (“SEC”) in August 2013, providing for the offering of up to $150 million of common stock and warrants in the aggregate. We may offer the securities under our shelf registration statement from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in our best interests and the best interests of our stockholders. We believe that this shelf registration statement provides us with the flexibility to efficiently raise additional capital to finance our operations as needed. |
On January 30, 2013, we announced the pricing of an underwritten public offering, whereby we sold 9,469,100 shares of our common stock at a price of $8.49 per share for gross proceeds of approximately $80.4 million. Net proceeds from this offering were approximately $74.8 million, net of underwriting discounts and offering expenses of approximately $5.6 million. The shares were sold under Registration Statements (Nos. 333-171517 and 333-186332) on Form S-3 and Form S-3MEF, respectively, as filed by us with the SEC. |
On June 18, 2013, at the 2013 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation increasing the shares of authorized common stock from 95,000,000 shares to 130,000,000 shares. The number of authorized shares of preferred stock remains unchanged at 5,000,000 shares. |
Equity Incentive Plans |
The 2013 Incentive Plan was adopted in June 2013 by our stockholders at our 2013 Annual Meeting of Stockholders. Under the 2013 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to directors, officers, employees and consultants. The 2013 Incentive Plan authorizes grants to purchase up to 3,500,000 shares of authorized but unissued common stock. The plan limits the term of each option to no more than 10 years from the date of their grant. As of September 30, 2013, up to an additional 3,458,000 shares may be issued under the 2013 Incentive Plan. |
Total shares available for the issuance of stock options or other stock-based awards under our stock option and incentive plans were 3,712,002 shares at September 30, 2013. |
|
Stock Options |
The following table summarizes stock option activity for the nine months ended September 30, 2013: |
|
| | | | | | | | | | | | | | | | |
| | Number | | | Weighted- | | | Weighted- | | | Aggregate | |
of shares | average | average | intrinsic |
| exercise | contractual | value |
| price | term | |
| | | | | | | | (in years) | | | | |
Outstanding at December 31, 2012 | | | 3,401,671 | | | $ | 5.17 | | | | 6.6 | | | $ | 2,373,509 | |
Granted | | | 757,366 | | | | 5.34 | | | | | | | | | |
Exercised | | | (106,583 | ) | | | 4.01 | | | | | | | $ | 468,773 | |
| | | | | | | | | | | | | | | | |
Forfeited | | | (9,854 | ) | | | 2.88 | | | | | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding at September 30, 2013 | | | 4,042,600 | | | $ | 5.24 | | | | 6.5 | | | $ | 22,087,548 | |
| | | | | | | | | | | | | | | | |
Vested and expected to vest at September 30, 2013 | | | 4,004,646 | | | $ | 5.24 | | | | 6.5 | | | $ | 21,873,039 | |
| | | | | | | | | | | | | | | | |
Exercisable at September 30, 2013 | | | 2,784,632 | | | $ | 5.28 | | | | 5.6 | | | $ | 15,529,794 | |
| | | | | | | | | | | | | | | | |
Upon the exercise of stock options, we issue new shares of our common stock. As of September 30, 2013, 95,000 options issued to employees and 50,000 options issued to consultants are unvested, milestone-based options. On October 4, 2013, upon the filing acceptance of our NDA for Zerenex, 17,500 options issued to employees vested. |
Restricted Stock |
Certain employees, directors and consultants have been awarded restricted stock under our incentive plans. The time-vesting restricted stock grants vest primarily over a period of three to four years. The following table summarizes restricted share activity for the nine months ended September 30, 2013: |
|
| | | | | | | | | | | | | | | | |
| | Number of | | | Weighted | | | Aggregate | | | | | |
shares | average | intrinsic | | | | |
| grant date | value | | | | |
| fair value | | | | | |
Outstanding at December 31, 2012 | | | 1,181,677 | | | $ | 2.27 | | | $ | 3,095,994 | | | | | |
Granted | | | 366,020 | | | | 4.27 | | | | | | | | | |
Vested | | | (295,341 | ) | | | 2.93 | | | $ | 1,783,156 | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited | | | (5,737 | ) | | | 2.79 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding at September 30, 2013 | | | 1,246,619 | | | $ | 2.7 | | | $ | 12,578,386 | | | | | |
| | | | | | | | | | | | | | | | |
As of September 30, 2013, 590,000 and 150,000 shares of restricted stock issued to employees and consultants, respectively, are unvested, milestone-based shares. On October 4, 2013, upon the filing acceptance of our NDA for Zerenex, 200,000 and 50,000 shares of restricted stock issued to employees and consultants, respectively, vested. |
On September 14, 2009, we entered in an employment agreement with Ron Bentsur, our Chief Executive Officer, which was amended on January 13, 2012, and further amended on June 11, 2013. The agreement, as amended, terminates on May 20, 2015, subject to certain early termination events. As of September 30, 2013, Mr. Bentsur has been granted a total of 350,000 shares of restricted stock based on the achievement of certain milestone awards described in his employment agreement. In addition, as of September 30, 2013, Mr. Bentsur has the opportunity to earn certain milestone awards as follows: |
(1) 400,000 shares of restricted stock will be granted to Mr. Bentsur upon the first to occur of (a) our filing of an accepted new drug application, or NDA, with the U.S. Food and Drug Administration, or FDA, for Zerenex, or (b) our outlicensing of Zerenex in the U.S. to a third party. Such restricted stock will vest in equal installments over each of the first three anniversaries of the date of grant provided that Mr. Bentsur remains an employee during such vesting period. This milestone #1 may be achieved with respect to NDAs or qualifying outlicenses for multiple indications of the same product, but not for subsequent outlicenses of the product relating to an indication for which the milestone is met. Upon achievement of milestone #2 below with respect to a product, the restricted stock granted for one indication of the product under milestone #1 above will vest in full. |
|
(2) 500,000 shares of fully vested common stock will be granted to Mr. Bentsur, upon the first to occur of (a) our first commercial sale of Zerenex in the U.S. off an approved NDA, (b) our receipt of the first royalty upon the commercial sale of Zerenex in the U.S. by a partner to whom we have sold exclusive or non-exclusive commercial rights, or (c) our complete outlicensing of the entire product rights of Zerenex in the U.S. |
(3) 100,000 shares of restricted stock will be granted to Mr. Bentsur upon each event of our outlicensing Zerenex in a foreign market, other than Japan, resulting in a greater than $10 million non-refundable cash payment to us with a gross deal value to us of at least $50 million. Such restricted stock will vest in equal installments over each of the first three anniversaries of the date of grant, provided that Mr. Bentsur remains an employee during such vesting period. |
On October 4, 2013, upon achievement of the first milestone, listed above, relating to the filing of an accepted NDA with the FDA for Zerenex, Mr. Bentsur was granted 400,000 shares of restricted stock. |
Stock-Based Compensation |
We incurred $741,000 and $545,000 of non-cash compensation expense related to equity incentive grants during the three months ended September 30, 2013 and 2012, respectively, and $1,960,000 and $1,629,000 during the nine months ended September 30, 2013 and 2012, respectively. The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model. The expected term of options granted is derived from historical data and the expected vesting period. Expected volatility is based on the historical volatility of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. We have assumed no expected dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future. |
|
| | | | | | | | | | | | | | | | |
Black-Scholes Option Valuation Assumptions | | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Risk-free interest rates | | | 1.1 | % | | | 0.5 | % | | | 0.6 | % | | | 0.6 | % |
Dividend yield | | | — | | | | — | | | | — | | | | — | |
Volatility | | | 100 | % | | | 111.7 | % | | | 102.6 | % | | | 111.2 | % |
Weighted-average expected term | | | 4.0 years | | | | 4.0 years | | | | 3.8 years | | | | 4.0 years | |
The weighted average grant date fair value of options granted for the three months ended September 30, 2013 and 2012 was $6.74 and $2.09 per option, respectively, and for the nine months ended September 30, 2013 and 2012 was $3.62 and $1.73 per option. We used historical information to estimate forfeitures within the valuation model. As of September 30, 2013, there was $2.8 million and $1.6 million of total unrecognized compensation cost related to non-vested stock options and restricted stock, respectively, which is expected to be recognized over weighted-average periods of 2.1 years and 2.2 years, respectively. These amounts do not include, as of September 30, 2013, 145,000 options outstanding and 740,000 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones, such as NDA filing acceptance and FDA approval of our drug candidates and change in control. Stock-based compensation will be measured and recorded if and when a milestone occurs. On October 4, 2013, upon the filing acceptance of our NDA for Zerenex, 17,500 options and 250,000 shares of restricted stock vested. We will incur approximately $1.2 million and $1.6 million of non-cash compensation expenses in research and development and general and administrative expenses, respectively, in the fourth quarter of 2013, associated with the vesting of these equity awards. |