Common Stock Equity Incentive Plans | Common Stock Equity Incentive Plans In April 2000, the stockholders approved NewLink’s 2000 Equity Incentive Plan. as amended (the 2000 Plan) and in July 2009, the stockholders approved NewLink’s 2009 Equity Incentive Plan, as amended (the 2009 Plan). Following the approval of the 2009 Plan, all options outstanding under the 2000 Plan were effectively included under the 2009 Plan. Under the provisions of the 2009 Plan, NewLink may grant the following types of common stock awards: • Incentive Stock Options • Nonstatutory Stock Options • Restricted Stock Awards • Stock Appreciation Rights Awards under the 2009 Plan, as amended, may be made to officers, employees, members of the NewLink Board of Directors, advisors, and consultants to NewLink. As of December 31, 2019 there were 12,400,653 shares of common stock authorized for the 2009 Plan and 7,506,956 shares remained available for issuance. As of December 31, 2018 there were 11,722,602 shares of common stock authorized for issuance pursuant to the 2009 Plan and 1,879,686 shares remained available for issuance. The following table summarizes the authorized increases of common stock under the 2009 Plan: Date Authorized Authorized Shares Added May 15, 2010 1,238,095 January 7, 2011 714,286 January 1, 2013 838,375 January 1, 2014 1,066,340 January 1, 2015 1,119,255 January 1, 2016 1,152,565 January 1, 2017 1,166,546 January 1, 2018 1,484,382 January 1, 2019 1,490,048 Subsequent to year end, on January 1, 2020, an additional 1,119,752 shares of common stock were added to the shares reserved for future issuance under the 2009 plan. The increases in the authorized shares of common stock under the 2009 Plan in 2010 and 2011 were approved by the Company’s stockholders. The increases in the authorized shares of common stock under the 2009 Plan in 2012 through 2018 were made pursuant to an “evergreen provision,” in accordance with which, on January 1 of each year, from 2012 to (and including) 2019, a number of shares of common stock in an amount equal to 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or such lesser amount of shares (or no shares) approved by the Company's Board of Directors, was added or will be added to the shares reserved under the 2009 Plan. On May 9, 2019, the Company’s stockholders approved an amendment to the 2009 Plan which, among other modifications, included decreasing the automatic annual “evergreen provision” from 4% to 3%, in accordance with which, on January 1 of each year, from 2020 to (and including) 2029, a number of shares of common stock in an amount equal to 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or such lesser amount of shares (or no shares) approved by the Company's Board of Directors, was added or will be added to the shares reserved under the 2009 Plan. Under the terms of the Company's 2010 Non-Employee Directors’ Stock Option Plan, as amended (the Directors’ Plan), which became effective on November 10, 2011, 238,095 shares of common stock were reserved for future issuance. On May 9, 2013, an additional 161,905 shares of common stock were added to the reserve. As of December 31, 2019, 268,902 shares are available for issuance under the Directors' Plan. Under the terms of the Company's 2010 Employee Stock Purchase Plan, as amended (the 2010 Purchase Plan), which became effective on November 10, 2011, 214,285 shares of common stock were reserved for future issuance. On May 9, 2013, an additional 185,715 shares of common stock were added to the reserve. As of December 31, 2019, 23,656 shares remained available for issuance under the plan. During the years ended December 31, 2019 and 2018, 29,853 and 48,487 shares of common stock, respectively, were purchased under the terms of the 2010 Purchase Plan. Option Exchange Program On June 20, 2019, the Company commenced an option exchange program (Option Exchange) for its officers and employees to exchange eligible stock options to purchase up to an aggregate of 5,849,059 shares of the Company's common stock that had been granted to eligible holders, for a lesser number of new stock options with a lower exercise price. Stock options granted prior to December 31, 2018 with an exercise price equal to or greater than $2.97 and held by eligible holders in continuous service through the termination of the Option Exchange were eligible for exchange in the Option Exchange. The eligible shares were exercisable for a reduced number of shares based on the following exchange ratios: Exercise Price Range per Share Number of Outstanding Eligible Options Exchange Ratio (Surrendered Stock Options to New Stock Options) $2.97-$10.99 2,725,812 2 to 1 $11.00-$24.99 720,373 3 to 1 $25.00-And Up 468,671 4 to 1 Upon the expiration of the Option Exchange on July 31, 2019, 45 eligible employees and 5 eligible directors had tendered an aggregate of 3,914,856 options, representing 67% of the total eligible options, for 1,720,341 new options to purchase shares of common stock (New Awards). Each New Award was granted on July 31, 2019, pursuant to the Company's 2009 Plan, with an exercise price per share of $1.77 per share, the closing price on the grant date of the New Awards. Each New Award has a maximum term of seven years. The New Awards will vest in equal annual amounts over either two As a result of this transaction the Company will recognize additional stock-based compensation expense of $1.0 million over the vesting schedule of the New Awards. Share-based Compensation Share-based employee compensation expense for the years ended December 31, 2019, 2018 and 2017, was $6.7 million, $17.1 million, and $18.5 million, respectively, and is allocated between research and development and general and administrative expenses within the consolidated statements of operations. As of December 31, 2019, the total compensation cost related to unvested option awards not yet recognized was $2.5 million and the weighted average period over which it is expected to be recognized was 2.7 years. The Company recognized no income tax benefit in the consolidated statements of operations for stock-based compensation arrangements for the years ended December 31, 2019, 2018 and 2017, respectively. Stock Options and Performance Options The Company's Board of Directors determines the vesting period for each stock option award. Generally, stock options awarded to date under the 2009 Plan vest monthly or vest 25% on the first anniversary date of issuance with the remaining options vesting ratably over the next 36 months, except as noted above for the New Awards granted under the Option Exchange. The stock options may include provisions for early exercise of options. If any shares acquired are unvested, they are subject to repurchase at the Company’s discretion until they become vested. The following table summarizes the stock option activity, including options with market and performance conditions and options granted and forfeited in conjunction with the option exchange program, for the year ended December 31, 2019: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 7,978,030 $ 11.86 Options granted 3,753,274 1.77 Options exercised — — Options forfeited (5,355,229) 10.24 Options expired (2,866,016) 10.02 Outstanding at end of period 3,510,059 5.04 4.1 Options exercisable at end of period 2,085,594 $ 7.23 1.5 Based on the December 31, 2019 price of $2.53 per share, the intrinsic value of stock options outstanding at December 31, 2019, was $2.0 million, all of which related to stock options that were vested at that date. The following table summarizes options that were granted during the years ended December 31, 2019, 2018 and 2017, and the range of assumptions used to estimate the fair value of those stock options using a Black-Scholes valuation model: Years Ended December 31, 2019 2018 2017 Number of options granted 3,753,274 1,657,523 1,526,787 Risk-free interest rate 1.77%-2.67% 2.61%-3.02% 1.91%-2.22% Expected dividend yield — — — Expected volatility 77.0%-86.3% 76.2%-79.3% 68.9%-76.9% Expected term (in years) 4.0-7.7 4.0-7.9 1.2-7.8 Weighted average grant-date fair value per share $1.89 $4.84 $7.72 The following table summarizes the intrinsic value of options exercised and the fair value of awards vested during the years ended December 31, 2019, 2018 and 2017: Years Ended December 31, 2019 2018 2017 Intrinsic value of options exercised $0 $.1 million $1.0 million Fair value of awards vested $3.5 million $13.0 million $15.0 million Restricted Stock Restricted stock is common stock that is subject to restrictions, including risks of forfeiture, determined by the plan committee of the Board of Directors in its sole discretion, for so long as such common stock remains subject to any such restrictions. A holder of restricted stock has all rights of a stockholder with respect to such stock, including the right to vote and to receive dividends thereon, except as otherwise provided in the award agreement relating to such award. Restricted stock awards are equity classified within the consolidated balance sheets. The fair value of each restricted stock grant is estimated on the date of grant using the closing price of the Company's Common Stock on The Nasdaq Global Market on the date of grant. During the year ended December 31, 2019 and 2018, there were no shares of restricted stock granted. Compensation expense is determined for the issuance of restricted stock by amortizing using either a straight-line basis or the accelerated attribution method over the requisite service period, or the vesting period, the aggregate fair value of the restricted stock awarded based on the closing price of the Company's common stock on the date of grant. A summary of the Company's unvested restricted stock at December 31, 2019 and changes during the year ended December 31, 2019 is as follows: Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period 68,585 $ 37.75 Granted — — Vested (66,694) 37.84 Forfeited/cancelled — — Unvested at end of period 1,891 $ 34.73 As of December 31, 2019, the total remaining unrecognized compensation cost related to issuances of restricted stock was approximately $26,000 and is expected to be recognized in 2020. The fair value of restricted stock awards vested during the year ended December 31, 2019 was $107,506. The Company does not have a formal policy regarding the source of shares issued upon exercise of stock options or issuance of restricted stock. The Company expects shares issued to be issued from treasury shares or new shares. |