Equity Incentive Plans and Stock Based Compensation | NOTE 13—EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION 2009 Equity Incentive Plan The 2009 Stock Plan (the “2009 Plan”) provides for the issuance of incentive stock options, nonqualified stock options and restricted stock to employees, directors and consultants of the Company. In August 2017, the Company assumed the 2009 Stock Plan as part of the Merger. The maximum number of shares of common stock that may be issued over the term of the 2009 Plan may not exceed 1,452,268 shares. The Company has reserved a sufficient number of shares of common stock to permit exercise of options in accordance with the terms of the 2009 Plan. The form of the options to be granted under the 2009 Plan will be determined by the Company’s Board of Directors at the time of grant. Options generally vest according to a five-year vesting schedule, with 20% of the shares vesting on the one-year anniversary and equal monthly vesting installments thereafter. As of December 31, 2017, options to purchase 101,667 shares of common stock were available for future grants under the 2009 Plan. 2014 Equity Incentive Plan The terms of the 2014 Equity Incentive Plan (“2014 Plan”) provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Stock options may be granted under the 2014 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2014 Plan may be granted with terms of up to ten years and generally vest over a period of four years, with the exception of grants to non-employee directors and consultants where the vesting period is or may be shorter. As of December 31, 2017, options to purchase 637,029 shares of common stock were available for future grants under the 2014 Plan. 2004 Equity Incentive Plan The 2004 Equity Incentive Plan (“2004 Plan”) provided for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, stock awards and cash awards to employees and consultants. Stock options were granted under the 2004 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2004 Plan were granted with terms of up to ten years and generally vested over a period of four years. The 2004 Plan expired pursuant to its terms on April 7, 2014. No additional awards have been or will be made after April 7, 2014 under the 2004 Plan. 2004 Employee Stock Purchase Plan On January 1, 2017 and 2016 an additional 9,091 shares were authorized for issuance under the 2004 Employee Stock Purchase Plan (“2004 Purchase Plan”) pursuant to the annual automatic increase to the authorized shares under the 2004 Purchase Plan. The 2004 Purchase Plan contains consecutive, overlapping 24 month offering periods. Each offering period includes four six-month purchase periods. The price of the common stock purchased will be the lower of 85% of the fair market value of the common stock at the beginning of an offering period or at the end of the purchase period. For the year ended December 31, 2017, employees had purchased 2,868 shares of common stock under the 2004 Purchase Plan at an average purchase price of $2.80. At December 31, 2017, 18,917 shares were authorized and available for issuance under the 2004 Purchase Plan. For the year ended December 31, 2016, employees had purchased 8,368 shares of common stock under the 2004 Purchase Plan at an average price of $2.75. Threshold equity awards issued and outstanding at the time of the Merger pursuant to the 2004 Plan and the 2014 Plan remain issued and outstanding. However, for accounting purposes, Threshold equity awards are assumed to have been exchanged for equity awards of Private Molecular, the accounting acquirer. The following table summarizes information about stock option activity assuming Threshold equity award plans were assumed by Private Molecular for years ended December 31, 2017 and 2016: Outstanding Weighted Weighted Aggregate Options Average Average Remaining Intrinsic Value Number of Exercise Contractual as of 12/31/2017 Shares Price Term (in millions) Balances, December 31, 2015 922,628 $ 0.89 6.6 $ 0.90 Options granted 31,845 1.85 Options exercised (1,513 ) 1.64 Options canceled (11,276 ) 1.10 Balances, December 31, 2016 941,684 $ 0.92 5.7 $ 0.90 Options assumed in merger (1) 963,681 33.62 Options granted 1,116,627 8.30 Options exercised (17,473 ) 3.66 Options canceled (235,808 ) 35.48 Balances, December 31, 2017 2,768,711 $ 12.07 5.6 $ 11.00 Vested and expected to vest December 31, 2017 2,768,711 $ 12.07 5.6 $ 11.00 Exercisable at December 31, 2017 1,634,268 $ 14.76 2.8 $ 8.90 (1) Private Molecular, as an accounting acquirer assumed stock options covering an aggregate of 963,681 shares of common stock. At December 31, 2017, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.42–0.71 480,949 2.14 $ 0.55 480,949 $ 0.55 $ 1.27–1.27 400,412 5.60 $ 1.27 393,560 $ 1.27 $ 1.85–6.05 328,929 4.76 $ 5.26 212,849 $ 5.60 $ 7.14–9.40 1,022,197 9.69 $ 8.64 10,686 $ 7.99 $ 14.30–42.57 277,168 1.53 $ 24.49 277,168 $ 24.49 $ 45.65–85.25 259,056 1.50 $ 59.00 259,056 $ 59.00 $ 0.42–85.25 2,768,711 5.62 $ 12.07 1,634,268 $ 14.76 The total intrinsic value of stock options exercised during the years ended December 31, 2017 and 2016 were $78,000 and $0, respectively, determined at the date of the option exercise. Cash received from stock option exercises were $61,000 and $2,000 for the years ended December 31, 2017 and 2016, respectively. The Company issues new shares of common stock upon exercise of options. In connection with these exercises, there was no tax benefit realized by the Company due to its current loss position. Stock-based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” Years Ended December 31, 2017 2016 Stock-based compensation expense: Research and development $ 340 $ 0 General and administrative 1,452 109 $ 1,792 $ 109 Employee Stock-based Compensation Expense Valuation Assumptions The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This fair value is being amortized ratably over the requisite service periods of the awards, which is generally the vesting period. The Company accounts for forfeitures as they occur. The fair value of employee stock options was estimated using the following weighted-average assumptions for the years ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Employee Stock Options Risk-free interest rate 2.06 % 1.25 % Expected life (in years) 6.07 5.00 Dividend yield — — Volatility 110 % 76 % Weighted-average fair value of stock options granted $ 6.94 $ 1.31 To determine the expected term of the Company’s employee stock options granted, the Company utilized the simplified approach as defined by SEC Staff Accounting Bulletin No. 107, “Share-Based Payment” The Company recognized $1.8 million and $0.1 million of stock-based compensation expense related to stock options granted under the Company’s equity compensation plans, for the years ended December 31, 2017 and 2016, respectively. Additionally, pursuant to the terms of the Merger Agreement, the participants in the 2014 Equity Incentive Plan received accelerated vesting for all or a portion of their pre-merger awards as well as a modification of the exercise period. The Company recorded $1.2 million in stock compensation associated with the transaction. As of December 31, 2017, the total unrecognized compensation cost related to unvested stock-based awards granted to employees under the Company’s equity compensation plans was approximately $7.1 million. This cost will be recorded as compensation expense ratably over the remaining weighted average requisite service period of approximately 3.5 years. |