Stock Plans | 12. Stock Plans The Company has two stock-based compensation plans under which incentive stock options, nonqualified stock options, restricted and unrestricted stock awards, and other stock-based awards are available for grant to employees, directors and consultants of the Company. At June 30, 2016, there were 1,304,275 shares available for future grant under both plans. The 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”, together with the 2003 Omnibus Stock Plan, the “Plans”) allows for an annual increase in the number of shares available for issue under the 2011 Plan commencing on the first day of each fiscal year during the period beginning in fiscal year 2012 and ending in fiscal year 2020. The annual increase in the number of shares shall be equal to the lowest of: • 500,000 shares; • 4% of the number of common shares outstanding as of such date; and • an amount determined by the Board of Directors or the Company’s compensation committee. Accordingly, in the first quarter of fiscal 2016, 380,222 options available for future grant were added to the 2011 Plan. Stock-Based Compensation Stock-based compensation is reflected in the condensed consolidated statements of operations and comprehensive loss as follows for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Cost of revenue $ 16 $ 25 $ 34 $ 47 Research and development 20 162 44 348 Sales and marketing 38 111 95 256 General and administrative 154 621 336 962 $ 228 $ 919 $ 509 $ 1,613 During the six months ended June 30, 2015, the Company modified the post-employment exercise period of stock awards previously granted to the Company’s former chief financial officer in relation to his separation from the Company. The modification extended the exercise period to December 8, 2015. The modification resulted in an approximately $19,000 increase in stock-based compensation for the six months ended June 30, 2015. The Company accounted for the modification of these stock awards in accordance with the provisions of ASC 718, Stock Compensation In calculating stock-based compensation costs, the Company estimated the fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived, exchange-traded options that have no vesting restrictions and are fully transferable. The Company estimates the number of awards that will be forfeited in calculating compensation costs. Such costs are then recognized over the requisite service period of the awards on a straight-line basis. Determining the fair value of stock-based awards using the Black-Scholes option-pricing model requires the use of highly subjective assumptions, including the expected term of the award and expected stock price volatility. The weighted-average assumptions used to estimate the fair value of employee stock options using the Black-Scholes option-pricing model were as follows for the three and six months ended June 30, 2016 and 2015: Three Months Ended Six Months Ended 2016 2015 2016 2015 Expected volatility 69.6 % 56.8 % 68.9 % 56.8 % Expected term (in years) 6.05 6.04 6.05 6.04 Risk-free interest rate 1.4 % 1.6 % 1.5 % 1.6 % Expected dividend yield — % — % — % — % The Company uses historical data to estimate forfeiture rates. The Company’s estimated forfeiture rates were 15% and 10% at June 30, 2016 and 2015, respectively. Stock Options The following table summarizes share-based activity under the Company’s stock option plans: Shares of Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2015 779,028 $ 23.92 7.64 $ — Granted 345,106 $ 0.76 Exercised — $ — Cancelled (493,565 ) $ 20.26 Outstanding at June 30, 2016 630,569 $ 14.11 7.12 $ 44 Vested or expected to vest at June 30, 2016 574,093 $ 15.28 6.87 $ 38 Exercisable at June 30, 2016 254,071 $ 31.73 3.39 $ — As of June 30, 2016, there was approximately $0.4 million of unrecognized stock-based compensation, net of estimated forfeitures, related to unvested stock option grants having service-based vesting under the Plans which is expected to be recognized over a weighted-average period of 3.0 years. The total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures. The weighted-average grant date fair value of options granted during the three months ended June 30, 2016 and 2015 was $0.41 and $2.89, respectively, and $0.47 and $2.91 for the six months ended June 30, 2016 and 2015, respectively. No options were exercised during the three months ended June 30, 2016 and 2015. The total intrinsic value of options exercised during the six months ended June 30, 2016 and 2015, was none and approximately $10,000, respectively. The intrinsic value represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of the stock option. Cash received from option exercises during the six months ended June 30, 2015 was approximately $1,500. No tax benefits were realized from options and other stock-based payment arrangements during these periods. The stock-based compensation plans provide that grantees may have the right to exercise an option prior to vesting. Shares purchased upon the exercise of unvested options will be subject to the same vesting schedule as the underlying options, and are subject to repurchase at the original exercise price by the Company should the grantee discontinue providing services to the Company for any reason, prior to becoming fully vested in such shares. At June 30, 2016 and December 31, 2015, there were no shares and 168 shares of common stock, respectively, issued pursuant to the exercise of unvested options that remain unvested and subject to repurchase by the Company. The exercise of these unvested shares is not substantive and as a result, the cash paid for the exercise price is considered a deposit or prepayment of the exercise price and is recorded as a liability. The liability related to these shares was approximately $4,000 at December 31, 2015. Additionally, while the shares of common stock subject to repurchase are included in the legally issued shares, they are excluded from the calculation of outstanding shares. Restricted Stock Units Each restricted stock unit (“RSU”) represents a contingent right to receive one share of the Company’s common stock. The RSUs outstanding at June 30, 2016 vest upon the achievement of certain product revenue, regulatory and reimbursement milestones. There is no consideration payable on the vesting of RSUs issued under the Plans. Upon vesting, the RSUs are exercised automatically and settled in shares of the Company’s common stock. The following table summarizes information related to the unvested RSUs and activity during the six months ended June 30, 2016: Number Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2015 262,126 4.30 $ 278 Granted 392,659 Vested (5,000 ) Cancelled (246,284 ) Outstanding at June 30, 2016 403,501 9.62 $ 359 The aggregate intrinsic value at June 30, 2016 and December 31, 2015 noted in the table above represents the closing price of the Company’s common stock multiplied by the number of RSUs outstanding. The fair value of each RSU award equals the closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value per share of RSUs granted in the three and six months ended June 30, 2016 was $0.66 and $0.75, respectively. The weighted average grant date fair value per share of RSUs granted during the three and six months ended June 30, 2015 was $5.39. At June 30, 2016, all of the RSUs outstanding are subject to performance-based vesting criteria as described above. For these awards, the vesting will occur upon the achievement of certain product revenue, regulatory and reimbursement milestones. When achievement of the milestone is deemed probable, the Company expenses the compensation of the respective stock award over the implicit service period. During the three and six months ended June 30, 2016, the Company did not recognize any stock-based compensation for RSUs subject to performance-based vesting criteria. During the three months ended June 30, 2015 the Company did not recognize any stock-based compensation for RSUs subject to performance-based vesting criteria. During the six months ended June 30, 2015, the Company determined that a milestone previously deemed probable was now not probable of being achieved prior to the expiration of the award. This change in estimate was recognized through a cumulative adjustment in the six months ended June 30, 2015, resulting in a reduction of stock-based compensation of approximately $0.3 million, all of which was previously recognized in the year ended December 31, 2014. During the six months ended June 30, 2016, the cancellation of RSUs having service-based vesting resulted in a reduction of stock-based compensation of approximately $0.1 million, all of which was previously recognized. During the three and six months ended June 30, 2015, the Company recognized stock-based compensation related to RSUs having service-based vesting of approximately $0.1 million and $0.2 million, respectively. At June 30, 2016, no RSUs that have performance-based vesting criteria are considered probable of achievement and there remains approximately $0.3 million, net of estimated forfeitures, of unrecognized stock-based compensation. |