Stock Based Compensation | 11. Stock Based Compensation As discussed in Note 7 - Reverse Merger Immediately prior to the Merger Effective Date: • The Catalyst Plan expired effective January 2014, with options for 230,997 shares remaining outstanding. Such options were assumed in the Merger pursuant to the Merger Agreement. • 35,545 standalone options of Old Catalyst were outstanding. Such options were assumed in the Merger pursuant to the Merger Agreement. • The Targacept 2006 Plan (the “2006 Plan”) had 1,420,823 options outstanding and 591,757 shares available for issuance. The outstanding options under the 2006 Plan were assumed in the Merger for accounting purposes, and the shares available for issuance were contributed to the Targacept 2015 Stock Incentive Plan (the “Targacept 2015 Plan”). The 2015 Plan As of August 18, 2015, Targacept shareholders approved the Targacept 2015 Plan. The Targacept 2015 Plan had no shares authorized for issuance as of the approval date. Upon the Merger, the Targacept 2015 Plan was assumed by the Company for accounting purposes and 591,757 unused and available shares remaining in the Targacept 2006 Plan were contributed to the Targacept 2015 Plan. In addition, following the Merger, any option shares canceled or expired in the Plans (as defined above) are automatically, and without action by the company, contributed to the Targacept 2015 Plan and become available for issuance under the Targacept 2015 Plan. The Targacept 2015 Plan was amended and restated on October 14, 2015, to reflect, among other things, rename it as the Catalyst Biosciences, Inc. 2015 Stock Incentive Plan (As Amended and Restated Effective October 14, 2015) and to reflect the Company’s seven-for-one reverse stock split, and the plan was further amended on December 14, 2015 to increase certain award limitations provided therein (as so amended, the “2015 Plan” referred to in this 10-K). As of December 31, 2015, 103,129 shares of common stock were available for future grant and options to purchase shares of common stock were outstanding under the 2015 Stock Plan, as amended. The following table summarizes stock option activity under the plans including stock options granted to non-employees, and related information: Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Outstanding — December 31, 2012 193,177 $ 8.12 6.29 6.29 Options granted 57,313 $ Options exercised — $ 11.52 Options forfeited (4,641 ) $ 9.45 Outstanding — December 31, 2013 245,849 $ 8.88 6.18 Options granted 12,415 $ 7.59 Options exercised (5,730 ) $ 4.36 Options forfeited (2,279 ) $ 3.82 Outstanding — December 31, 2014 250,255 $ 8.96 5.51 Options assumed in merger (1) 1,420,823 $ 15.16 4.01 Options granted 675,585 $ 2.98 9.81 Options exercised (3,820 ) $ 3.38 Options forfeited (36,547 ) $ 8.48 Options canceled (106,787 ) $ 47.20 Outstanding — December 31, 2015 2,199,509 $ 9.84 4.51 $ 11.06 Exercisable — December 31, 2015 1,560,477 $ 11.99 2.37 $ 8.08 Vested and expected to vest — December 31, 2015 2,139,323 $ 9.99 4.37 Shares Available to be granted — December 31, 2015 103,129 (1) In connection with the merger, the Company assumed stock options covering an aggregate of 1,420,823 shares of common stock. The company also assumed 2,856 shares of Restricted Stock Awards which vest in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016. Total stock based compensation related to these restricted stock awards was $6,052 for year ended December 31, 2015. Total stock-based compensation recognized was as follows ( in thousands Year Ended December 31, 2015 2014 2013 Research and development $ 95 $ 81 $ 127 General and administrative 231 163 171 Total stock-based compensation $ 326 $ 244 $ 298 The estimated grant-date fair value-based measurements of the employee stock options were calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions in the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 Expected term 5.56 years 5.14 years 5.98 years Expected volatility 68.64 % 64.62 % 78.15 % Risk-free interest rate 1.34 % 1.61 % 1.06 % Expected dividend yield 0 % 0 % 0 % Expected Term. Expected Volatility. Risk-Free Interest Rate. Expected Dividend Yield. As of December 31, 2015, the Company had unrecognized employee stock-based compensation expense of $1.6 million, related to unvested stock awards, which is expected to be recognized over an estimated weighted-average period of 3.39 years. Options Granted to Nonemployees During the years ended December 31, 2015, 2014 and 2013, options to purchase 19,760, 12,415 and 5,717 shares, respectively, of common stock were issued to consultants that vest over one to four years with a weighted-average exercise price of $6.52, $7.60 and $11.51 per share, respectively. During the years ended December 31, 2015, 2014 and 2013, the Company recorded stock-based compensation expense attributable to these nonemployee stock awards of $0.04 million, $0.1 million and $0.1 million, respectively. The estimated grant-date fair values of the nonemployee stock options were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.30 % 1.61 % 1.06 % Expected volatility 69.98 % 64.62 % 78.00 % Expected dividend yield 0 % 0 % 0 % Weighted-average contractual term 5.64 years 5.14 years 5.98 years |