Stockholders' Equity (Deficit) | 10. Stockholders’ Equity Issuances Related to the License Agreement In connection with the License Agreement, the Company issued to ABX on September 29, 2017, 2,000,000 unregistered shares of the Company’s common stock and two warrants to purchase up to 4,000,000 shares of the Company’s common stock, one of which warrants to purchase 3,278,000 shares was exercised on that same day. Pursuant to a Registration Rights Agreement entered into with ABX, the Company registered for resale these 6,000,000 shares of common stock with the SEC on a Form S-3 Registration Statement that was declared effective on October 24, 2017. Stock-Based Compensation Plans The Company has had stock-based compensation plans since 1997. The awards made under the plans adopted in 1997 and 2007 consisted of stock options. The 2010 Equity Incentive Plan (the “2010 Plan”), which is the only plan under which awards may currently be made, authorizes awards in the form of stock options, stock appreciation rights, restricted stock, RSUs, PRSUs, and performance units and performance shares. Awards under the 2010 Plan may be made to employees, directors and certain consultants as determined by the compensation committee of the board of directors. There were 11,003,563 and 11,850,563 shares of common stock authorized and reserved under these plans at December 31, 2016 and December 31, 2017, respectively. Stock Options Under the various plans, employees have been granted incentive stock options, while directors and consultants have been granted non-qualified options. The plans allow the holder of an option to purchase common stock at the exercise price, which was at or above the fair value of the Company’s common stock on the date of grant. Generally, options granted under the 1997 and 2007 plans in connection with an employee’s commencement of employment vested over a four-year period with one-half of the shares subject to the grant vesting after two years of employment and the remaining options vesting monthly over the remainder of the four-year period. Options granted under the 1997 and 2007 plans for performance or promotions vested monthly over a four-year period. Generally, options granted under the 2010 Plan vest annually over a three-year or four-year period. Unexercised stock options terminate on the tenth anniversary date after the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The Company utilizes a Black-Scholes option-pricing model to estimate the value of stock options. The Black-Scholes model allows the use of a range of assumptions related to volatility, risk-free interest rate, employee exercise behavior and dividend yield. Expected volatilities used in the model beginning in 2015 are based on historical volatility of the Company’s stock prices. The Company is using the “simplified” method for “plain vanilla” options to estimate the expected term of the stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. The risk-free interest rate assumption is derived from the weighted-average yield of a U.S. Treasury security with the same term as the expected life of the options, and the dividend yield assumption is based on historical experience and the Company’s estimate of future dividend yields. The weighted-average value of the individual options granted during 2015, 2016 and 2017 were determined using the following assumptions: Year Ended December 31, 2015 2016 2017 Expected volatility 106.38 % 98.83 % 92.98 % Risk-free interest rate 1.55 % 1.47 % 2.15 % Weighted-average expected life (in years) 6.4 6.6 6.9 Dividend yield % % 0.00 % The resulting value of options granted was $2,838,053 and $1,600,031 for the years ended December 31, 2016 and 2017, respectively, which will be amortized into income over the remaining requisite service period. The Company executed a Separation Agreement and Release of Claims with its former Chief Executive Officer, P. Ron Ellis, in connection with his resignation from the Company in June 2016. Under this agreement and Mr. Ellis’ original Severance Agreement, the Company incurred additional stock-based compensation expense of $2,800,000 related to the modification of Mr. Ellis’ options and RSUs. The vesting of each stock option and RSU, other than fully vested awards, was modified and the exercise period of each stock option was extended. In determining the additional expense related to the modification of Mr. Ellis’ awards, the Company revalued the modified options in accordance with ASC 718 using the Black-Scholes model. In addition, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , for interim and annual reporting periods beginning January 1, 2017. As a result, the Company elected to account for forfeitures as they occur and no longer estimates the number of awards expected to be forfeited. The Company recognized total stock-based compensation cost in the amount of $6,920,220, $9,322,127 and $4,170,645 for the years ended December 31, 2015, 2016 and 2017, respectively. The Company’s stock option activity and related information are summarized as follows: Weighted-Average Remaining Weighted-Average Contractual Term Aggregate Options Exercise Price (In Years) Intrinsic Value Outstanding at January 1, 2015 5,096,674 $ 7.29 Granted during year 1,126,672 5.23 Exercised during year (146,046) 2.60 Expired during year (156,160) 11.03 Forfeited during year (234,325) 8.05 Outstanding at December 31, 2015 5,686,815 $ 6.87 6.52 $ 1,432,306 Exercisable at December 31, 2015 3,391,069 6.46 5.37 1,333,875 Outstanding at January 1, 2016 5,686,815 6.87 Granted during year 1,100,997 3.21 Exercised during year (129,638) 2.01 Expired during year (28,369) 7.65 Forfeited during year (182,211) 4.45 Outstanding at December 31, 2016 6,447,594 $ 6.41 6.17 $ 33,283 Exercisable at December 31, 2016 4,666,628 6.76 5.34 33,283 Outstanding at January 1, 2017 6,447,594 6.41 Granted during year 883,392 2.29 Exercised during year (378,030) 2.88 Expired during year (716,436) 8.02 Forfeited during year (357,860) 4.53 Outstanding at December 31, 2017 5,878,660 $ 5.93 5.83 $ 3,357,028 Exercisable at December 31, 2017 4,370,748 6.79 4.92 1,319,246 The following is a rollforward of the Company’s nonvested stock options from January 1, 2015 to December 31, 2017. Weighted-Average Options Grant Date Value Nonvested stock options at January 1, 2015 2,401,396 $ 7.07 Granted during year 1,126,672 4.34 Vested during year (997,997) 6.48 Forfeited during year (234,325) 6.37 Nonvested at December 31, 2015 2,295,746 $ 6.05 Nonvested stock options at January 1, 2016 2,295,746 $ 6.05 Granted during year 1,100,997 2.58 Vested during year (1,433,566) 5.74 Forfeited during year (182,211) 3.57 Nonvested at December 31, 2016 1,780,966 $ 4.41 Nonvested stock options at January 1, 2017 1,780,966 $ 4.41 Granted during year 883,392 1.81 Vested during year (798,586) 5.03 Forfeited during year (357,860) 3.63 Nonvested at December 31, 2017 1,507,912 $ 2.75 The total grant date value of stock options vested during 2015, 2016 and 2017 was $6,467,294, $8,233,220 and $4,015,344 respectively. As of December 31, 2016 and December 31, 2017, the total remaining unrecognized compensation cost related to stock options granted was $4.2 million and $2.1 million respectively, which is expected to be recognized over a weighted average period of approximately 1.4 and 1.6 years, respectively. The intrinsic value of options exercised was $126,651 and $635,925 for the years ended December 31, 2016 and December 31, 2017, respectively. Restricted Stock Units In May 2011, the Company adopted and granted awards under a performance-based RSU program (the “2011 PRSU Program”) under the 2010 Plan. All PRSU awards expired in the second quarter of 2016 when the performance deadline of May 26, 2016 passed. RSUs are service-based awards that will vest and be paid in the form of one share of the Company’s common stock for each RSU, generally in two, three or four equal annual installments beginning on the first anniversary of the date of grant of an RSU. As of December 31, 2017, the Company had 1,383,770 RSU awards outstanding. As of December 31, 2016 and 2017, the total remaining unrecognized compensation cost related to RSUs was $1.1 million and $5.7 million, respectively, each of which is expected to be recognized over a weighted average period of approximately 1.4 years. The following table sets forth the number of RSUs that were granted, vested and forfeited in the periods indicated: Weighted-Average Restricted Grant Date Stock Units Fair Value Outstanding at January 1, 2015 161,439 $ 11.11 Granted during year 260,976 5.17 Vested during year (40,333) 11.11 Forfeited during year (30,668) 8.07 Outstanding at December 31, 2015 351,414 $ 7.03 Outstanding at January 1, 2016 351,414 7.03 Granted during year 254,538 3.21 Vested during year (177,078) 6.71 Forfeited during year (34,742) 4.13 Outstanding at December 31, 2016 394,132 4.96 Outstanding at January 1, 2017 394,132 $ 4.96 Granted during year 1,300,068 4.90 Vested during year (158,112) 5.35 Forfeited during year (152,318) 3.15 Outstanding at December 31, 2017 1,383,770 $ 5.05 Employee Stock Purchase Plan Effective January 1, 2014, the Company implemented the ESPP. At January 1, 2017, 825,154 common shares were available for issuance under the ESPP. Shares may be issued under the ESPP twice a year. In the year ended December 31, 2017, plan participants purchased 55,612 shares of common stock under the ESPP at an average purchase price of $1.30 per share. At December 31, 2017, 769,542 shares were available for issuance under the ESPP. |