Employee Compensation Plans | 9 Months Ended |
Sep. 30, 2014 |
Employee Compensation Plans | ' |
Employee Compensation Plans | ' |
9. Employee Compensation Plans |
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In July 2014, the Company’s Board of Directors approved the 2014 Stock Plan (the 2014 Plan) and reserved to be authorized for issuance under the 2014 Plan the sum of (1) 1,782,500 shares of the Company’s common stock, (2) the number of shares of the Company’s common stock reserved under the Predecessor Plans (as defined below) that are not issued or subject to outstanding awards under the Predecessor Plans as of the closing of the Company’s IPO and (3) any shares of the Company’s common stock which are subject to outstanding options under the Predecessor Plans as of the closing of the Company’s IPO that subsequently expire or lapse unexercised or are subsequently forfeited to or repurchased by the Company, provided that the shares reserved under clauses (2) and (3) above shall include no more than 1,070,687 shares of the Company’s common stock. Under the 2014 Plan, options to purchase common stock, restricted stock and restricted stock units may be granted to the Company’s employees, nonemployee directors, and consultants providing services to the Company. As of September 30, 2014, there are 1,861,623 shares available for grant without restriction. The aggregate number of shares of the Company’s common stock reserved for issuance under the 2014 Plan shall automatically be increased on the first business day of each of the Company’s fiscal years, commencing in 2015, by a number equal to the smallest of (i) 4% of the total number of shares of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase shares of the Company’s common stock that may be outstanding, such as options or warrants), (ii) 1,426,000 shares of the Company’s common stock or (iii) a number of shares of Common Stock determined by the Company’s board of directors. |
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The Company has three additional share-based compensation plans pursuant to which outstanding awards have been made, but from which no further awards can or will be made: (i) the 2001 Stock Plan (the 2001 Plan); (ii) the 2004 Stock Plan (the 2004 Plan); and the 2013 Stock Plan (the 2013 Plan, and collectively with the 2001 Plan and the 2004 Plan (the Predecessor Plans). In November 2013, the Company’s board of directors authorized a decrease in the number of shares available for issuance under the 2001 Plan by 530,674 shares and the automatic transfer of shares to the 2013 Plan from the 2001 and 2004 Plans that become available due to expiry, cancellation, termination or forfeiture. Through September 30, 2014, 402,530 shares became available under the 2001 Plan and were automatically transferred to the 2013 Plan and subsequently to the 2014 Plan as described in the paragraph above. |
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Stock Options |
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All options granted under the Plans were granted with exercise prices equal to or above the fair market value of the Company’s common stock on the date of grant. Options granted under the Plans vest over a time period or based on performance milestones established at the sole discretion of the Company’s board of directors or its compensation committee. Vesting for time-based options generally occurs over a period of not greater than four years. All stock options expire no later than ten years from the grant date. As of September 30, 2014, the Company has 120,637 options that will expire during the year ended December 31, 2015, unless exercised. Under the terms of the Plans, employees may use shares to exercise a portion of these options. Shares tendered for this purpose are valued at the fair market value as of the date the options are exercised. |
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The following table summarizes stock option activity under the Plans from January 1, 2013 through September 30, 2014: |
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| | Number of | | Weighted-Average | | | | | | | | |
Shares | Exercise Price | | | | | | | |
Outstanding, January 1, 2013 | | 1,907,568 | | $ | 3.4362 | | | | | | | | |
Granted | | 868 | | $ | 4.945 | | | | | | | | |
Exercised | | (42,823 | ) | $ | 1.7664 | | | | | | | | |
Cancelled | | (379,940 | ) | $ | 1.15 | | | | | | | | |
Expired | | (175,456 | ) | $ | 1.9412 | | | | | | | | |
Forfeited | | (18,300 | ) | $ | 6.8724 | | | | | | | | |
Outstanding, December 31, 2013 | | 1,291,917 | | $ | 4.3194 | | | | | | | | |
Granted | | 463,008 | | $ | 5.9434 | | | | | | | | |
Exercised | | (36,752 | ) | $ | 1.4895 | | | | | | | | |
Expired | | (210,043 | ) | $ | 4.1992 | | | | | | | | |
Forfeited | | (19,956 | ) | $ | 7.0579 | | | | | | | | |
Outstanding, September 30, 2014 | | 1,488,174 | | $ | 4.8753 | | | | | | | | |
Vested and Expected to Vest, September 30, 2014 | | 1,455,504 | | $ | 4.8278 | | | | | | | | |
Exercisable, September 30, 2014 | | 800,306 | | $ | 3.5642 | | | | | | | | |
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The cost of each stock-based compensation award is determined based on the grant-date fair value, net of the effects of estimated forfeitures of the awards, and is recognized into expense over the award’s service period. Stock-based compensation expense for the three and nine months ended September 30, 2014 and 2013 was recognized as follows: |
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| | Three Months Ended | | Nine Months Ended | |
September 30, | September 30, |
| | 2014 | | 2013 | | 2014 | | 2013 | |
Research and development | | $ | 207,911 | | $ | 4,500 | | $ | 214,628 | | $ | 13,329 | |
General and administrative | | 1,759,382 | | 24,093 | | 1,864,723 | | 72,278 | |
Total stock-based compensation | | $ | 1,967,293 | | $ | 28,593 | | $ | 2,079,351 | | $ | 85,607 | |
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The Company granted 303,559 performance-based stock options to employees in March 2011. These performance options have a 10-year life and exercise prices equal to the fair value of the Company’s stock at the grant date. Vesting of no more than 60% of these performance options is dependent on (i) meeting certain performance conditions, which relate to the Company’s research and development progress, which were established by the Company’s board of directors and (ii) the passage of time subsequent to the achievement of such performance conditions. Vesting of no more than 40% of these performance options is dependent on (i) meeting certain performance conditions, which relate to a deemed liquidation of the Company, an IPO or consummation of a strategic transaction, which were established by the Company’s board of directors and (ii) the passage of time subsequent to the achievement of such performance conditions. The Company’s board of directors determines if the performance conditions have been met. Stock-based compensation expense for these options is recorded when management estimates that the vesting of these options is probable based on the status of the Company’s research and development programs and other relevant factors. As of September 30, 2014, 110,701 performance-based stock options have been deemed probable and stock-based compensation expense recorded ratably over the completed service period associated with each performance condition. Any change in these estimates will result in a cumulative adjustment in the period in which the estimate is changed, so that as of the end of a period, the cumulative compensation expense recognized for an award or grant equals the amount that would be recognized on a straight-line basis as if the current estimates had been utilized since the beginning of the service period. |
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The Company uses the Black-Scholes valuation model to estimate the fair value of stock options at the grant date. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk- free investments, and the expected dividend yield for the Company’s stock. |
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The fair values of stock options granted were calculated using the following weighted-average assumptions: |
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| | Nine Months | | | | | | | | | |
Ended | | | | | | | | |
September 30, | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | | |
Weighted-average risk-free interest rate | | 1.98 | % | 1.42 | % | | | | | | | | |
Expected term of options (in years) | | 6.11 | | 6.25 | | | | | | | | | |
Expected stock price volatility | | 83 | % | 85 | % | | | | | | | | |
Expected dividend yield | | 0 | % | 0 | % | | | | | | | | |
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The weighted average fair value of options granted during the nine months ended September 30, 2014 and 2013 was $4.08 and $3.63 per share, respectively. |
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The weighted-average valuation assumptions were determined as follows: |
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· Weighted-average risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. |
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· Expected term of options: The expected term of options represents the period of time options are expected to be outstanding. The expected term of the options granted is derived from the “simplified” method as described in Staff Accounting Bulletin (SAB) 107 relating to ASC 718. |
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· Expected stock price volatility: The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the Company’s expected term assumption as described in SAB 107. |
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· Expected dividends yield: The estimate for annual dividends is $0.00, because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. |
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· Estimated forfeiture rate: The Company’s estimated annual forfeiture rate on stock option grants is based on the historical forfeiture experience of various employee groups. |
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The total cash received from employees as a result of employee stock option exercises during the nine months ended September 30, 2014 and 2013 was $54,759 and $57,794 respectively. |
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As of September 30, 2014, there was $1,858,501 of total unrecognized compensation expense, excluding performance-based stock options that have not been deemed probable, net of estimated forfeitures, related to unvested options granted under the Stock Plans. That expense is expected to be recognized as follows: |
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Year ending December 31, | | | | | | | | | | | | |
2014 | | $ | 163,611 | | | | | | | | | | |
2015 | | 603,341 | | | | | | | | | | |
2016 | | 520,325 | | | | | | | | | | |
2017 | | 459,029 | | | | | | | | | | |
2018 | | 112,195 | | | | | | | | | | |
| | $ | 1,858,501 | | | | | | | | | | |
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The aggregate estimated fair value of options for which the satisfaction of the related-performance conditions have not been deemed probable is $827,860 as of September 30, 2014. |
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Restricted Stock Units |
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During 2013, the Company awarded a performance-based RSU covering 391,304 shares of common stock from the 2013 Plan. An RSU award entitles the holder to receive shares of the Company’s common stock as the award vests. The performance-based RSU awarded in 2013 vests contingent upon the achievement of pre-determined performance-based milestones. Stock-based compensation expense is recognized when it is deemed probable that the performance-based goal will be met. The Company’s board of directors or its compensation committee determines if the performance conditions have been met. The grant-date fair value of the RSU was $3.68 per share and was based on the fair market value of the Company’s common stock on the date of grant. |
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During the three months ended September 30, 2014, the performance-based milestone on the RSU awarded in 2013 was deemed to be probable and the award was fully vested. The Company recorded $1,440,000 in stock-based compensation which was recorded as a general and administrative operating expense in the Statements of Operations. |