STOCK BASED COMPENSATION | 9. STOCK BASED COMPENSATION The Company’s 2005 Stock Option Plan (the “2005 Plan”) was originally adopted by the Board of Directors of Old Arno in August 2005, and was assumed by the Company on June 3, 2008 in connection with the Merger. After giving effect to the Merger, there were initially 373,831 875,000 945,276 945,276 11,155,295 The 2005 Plan is administered by the Board, or a committee appointed by the Board, which determines recipients and types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. The term of stock options granted under the 2005 Plan cannot exceed 10 The 2005 Plan expired on March 31, 2016 with 7,018,549 On March 14, 2016, the Board of the Company adopted the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan replaces the Company’s 2005 Plan. Incentives under the 2016 Plan may be granted in any one or a combination of the following forms: (a) incentive stock options and non-statutory stock options, (b) stock appreciation rights, (c) stock awards, (d) restricted stock and (e) performance shares. The stock to be awarded or optioned under the 2016 Plan will consist of authorized but unissued or reacquired shares of common stock. The maximum aggregate number of shares of common stock reserved and available for awards under the 2016 Plan is 9,000,000 Any employee, director, or consultant may participate in the 2016 Plan; provided, however, that only employees are eligible to receive incentive stock options. Additionally, the Company may grant certain performance-based awards to “covered employees” in compliance with Section 162(m) of the Internal Revenue Code. These covered employees include our executive officers. No person may be granted options, stock appreciation rights, restricted stock awards, restricted stock units or performance awards under the 2016 Plan for more than 4,000,000 The term of stock options granted under the 2016 Plan cannot exceed 10 As of June 30, 2016, there are 5,007,743 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and development $ 215,388 $ 284,947 $ 387,209 $ 554,750 General and administrative 797,544 672,004 1,534,156 1,368,209 Total $ 1,012,932 $ 956,951 $ 1,921,365 $ 1,922,959 The Company grants stock options to employees and members of the Board of Directors with the exercise prices equal to the closing price of the underlying shares of the Company’s common stock on the date that the options are granted. Options granted have a term of 10 In addition during the six months ended June 30, 2016 the Company granted stock options that contain market conditions (“Market Options”) to members of senior management with the exercise prices equal to the closing price of the underlying shares of the Company’s common stock on the date that the options are granted. The Market Options granted have a term of 10 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock Options 2,371,151 - 2,459,799 - Market Options 1,621,106 - 1,621,106 - Total granted 3,992,257 - 4,080,905 - The Company estimated the fair value of the stock options granted using the Black-Scholes option-pricing model. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Expected volatility 85% - 156% N/A 82% - 156% N/A Expected term 6 - 10 years N/A 6 - 10 years N/A Dividend yield 0.0% N/A 0.0% N/A Risk- free interest rate 1.14% - 1.58% N/A 1.14% - 1.58% N/A Stock price 0.37 N/A $0.30 - $0.37 N/A Forfeiture rate 0.0% N/A 0.0% N/A Number of Weighted- Aggregate Options outstanding at December 31, 2015 7,027,658 $ 2.57 $ - Granted 4,080,905 0.37 886 Exercised - - - Cancelled (97,757) 2.23 - Options outstanding at June 30, 2016 11,010,806 $ 1.76 $ 886 Options vested and expected to vest at June 30, 2016 11,010,806 $ 1.76 $ 886 Exercisable at June 30, 2016 5,997,540 $ 2.59 $ 123 Shares available for grant under the 2016 Plan 5,007,743 Outstanding Exercisable Exercise Price Number of Weighted- Weighted- Number of Weighted- $ 0.30 88,648 9.53 $ 0.30 12,312 $ 0.30 $ 0.36 48,399 9.35 $ 0.36 9,410 $ 0.36 $ 0.37 4,017,257 9.77 $ 0.37 103,397 $ 0.37 $ 0.85 136,785 8.35 $ 0.85 72,192 $ 0.85 $ 1.30 100,000 8.27 $ 1.30 50,000 $ 1.30 $ 2.40 5,097,075 6.71 $ 2.40 4,485,864 $ 2.40 $ 2.90 1,420,259 7.57 $ 2.90 1,161,982 $ 2.90 $ 8.00 65,000 4.07 $ 8.00 65,000 $ 8.00 $ 19.38 37,383 1.78 $ 19.38 37,383 $ 19.38 Total 11,010,806 7.97 $ 1.76 5,997,540 $ 2.59 The grant date fair value of options vested under the Plans was approximately $ 938,939 974,425 1,850,088 2,655,262 At June 30, 2016, total unrecognized estimated compensation cost related to stock options granted prior to that date was approximately $ 2,737,129 2.8 Common stock, stock options or other equity instruments issued to non-employees (including consultants and all members of the Company’s Scientific Advisory Board) as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). The fair value of stock options is determined using the Black-Scholes option-pricing model and is expensed as the underlying options vest. The fair value of any options issued to non-employees is recorded as expense over the applicable service periods. |