Share-Based Compensation | 14. Share-Based Compensation The Company has two stock-based compensation plans. The Board of Directors adopted the 2003 Omnibus Stock Plan (the “2003 Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase up to an aggregate of 922,086 shares of the Company’s common stock. In August 2011, the Board of Directors adopted the 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”, together with the 2003 Plan, the “Plans”) as the successor to the 2003 Plan. Under the 2011 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards. The Company had initially reserved 450,000 shares of its common stock for issue under the 2011 Plan. Awards that are returned to the Company’s 2003 Plan as a result of their forfeiture, expiration or cancellation without delivery of common stock shares or that result in the forfeiture of shares back to the Company on or after August 1, 2011, the date the 2011 Plan became effective, are automatically made available for issuance under the 2011 Plan. At August 1, 2011, 80,235 shares available for grant under the 2003 Plan were transferred to the 2011 Plan. At December 31, 2017, 1,060,920 shares were available for grant under the 2011 Plan. In addition, the 2011 Plan 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, during year ended December 31, 2017 and December 31, 2016, 436,314 and 380,222 shares were added to the 2011 Plan, respectively. Stock-Based Compensation Stock-based compensation is reflected in the consolidated statements of operations and comprehensive loss as follows for the years ended December 31, 2017 and 2016 (in thousands): Years Ended December 31, 2017 2016 Operations $ — $ 34 Research and development 19 56 Sales and marketing 75 159 General and administrative 93 418 $ 187 $ 667 The stock options granted under the Plans generally vest over a four-year period and expire ten years from the date of grant. From time to time, the Company grants stock options to purchase common stock subject to performance-based milestones. The vesting of these stock options will occur upon the achievement of certain milestones. When achievement of the milestone is deemed probable, the Company expenses the compensation of the respective stock option over the implicit service period. In calculating stock-based compensation costs, the Company estimates 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 years ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Expected volatility 93.3 % 75.8 % Expected term (in years) 6.05 6.05 Risk-free interest rate 2.3 % 2.1 % Expected dividend yield 0 % 0 % Expected Volatility Volatility measures the amount that a stock price has fluctuated or is expected to fluctuate during a period. As the Company was not publicly traded prior to September 2011 and therefore had no trading history, stock price volatility was estimated based on an analysis of historical and implied volatility of comparable public companies. Expected Term The Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. As a result, for stock option grants made during the years ended December 31, 2017 and 2016, the expected term was estimated using the “simplified method.” The simplified method is based on the average of the contractual term of the option and the weighted-average vesting period of the option. For options granted to non-employees, the Company used the remaining contractual life to estimate the expected term of non-employee awards for the years ended December 31, 2017 and 2016. Risk-Free Interest Rate The risk-free interest rate used for each grant is based on a zero-coupon U.S. Treasury instrument with a remaining term similar to the expected term of the stock-based award. Expected Dividend Yield The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero. Stock Options The following table summarizes share-based activity under the Company’s stock option plans: Shares of Common Stock Attributable to Options Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding at December 31, 2016 748,571 $ 8.67 8.38 — Granted 408,635 $ 1.07 Exercised Cancelled (164,985 ) $ 11.81 Outstanding at December 31, 2017 992,221 $ 4.88 7.57 — Vested or expected to vest at December 31, 2017 992,221 $ 1.00 10.46 — Exercisable at December 31, 2017 388,007 $ 10.71 5.72 — As of December 31, 2017, there was approximately $0.4 million of unrecognized stock-based compensation, 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 2 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 years ended December 31, 2017 and 2016, was $1.07 and $1.00, respectively. The total intrinsic value of options exercised during the years ended December 31, 2017 and 2016 was $0 for both years. 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. There were no cash received from option exercises during the years ended December 31, 2017 and 2016. 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 December 31, 2017 and 2016, there were no common stock issued pursuant to the exercise of unvested options that remain unvested and subject to repurchase by the Company. The exercise of these 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 zero at December 31, 2017 and 2016. 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 & Performance Stock Units Each restricted stock unit and performance stock unit (“RSU & PSU”) represents a contingent right to receive one share of the Company’s common stock. There is no consideration payable on the vesting of RSUs & PSUs issued under the Plans. Upon vesting, the RSUs & PSUs are exercised automatically and settled in shares of the Company’s common stock. During the years ended December 31, 2017 and 2016, the Company awarded a total of 0 and 392,659 RSUs & PSUs, respectively, to employees and directors of the Company, respectively. The following table summarizes information related to RSU & PSU activity during the year ended December 31, 2017: Number of Units Weighted- Average Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding at December 31, 2016 403,501 9.11 $ 365 Granted Exercised Cancelled (10,842 ) Outstanding at December 31, 2017 392,659 8.27 $ 429 The aggregate intrinsic value at December 31, 2017 and 2016 noted in the table above represents the closing price of the Company’s common stock multiplied by the number of RSUs & PSUs outstanding. The fair value of each RSU & PSU 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 & PSUs granted in the years ended December 31, 2017 and 2016 was $0 and $0.75, respectively. At December 31, 2017, 392,659 of the RSUs & PSUs outstanding are subject to performance-based vesting criteria. 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. At December 31, 2016, 403,501 of the RSUs & PSUs outstanding are subject to performance-based vesting criteria. 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 years ended December 31, 2017 and 2016, the Company recognized stock-based compensation related to RSUs & PSUs having service-based vesting of approximately $0 and $(0.1) million, respectively. As of December 31, 2017, there was approximately $243 thousand of unrecognized stock-based compensation expense related to non-vested RSU & PSU awards that have service-based vesting. Non-employee awards The Company accounts for non-employee awards in accordance with ASC 505-50. Stock-based compensation expense related to stock options granted to non-employees is recognized as services are rendered, generally on a straight-line basis. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services rendered. The fair value of the stock options granted is remeasured at each reporting date using the Black-Scholes option pricing model as prescribed by ASC 718. During the year ended December 31, 2017, the Company granted options to purchase 115,500 shares of common stock to non-employees with an aggregate fair value of approximately $171 thousand of which 46,500 shares with an aggregate fair value of approximately $78 thousand were cancelled during year ending December 31, 2017. In 2016, the Company granted 50,000 stock options to purchase 50,000 shares of common stock to non-employees. The Company has recorded non-employee stock-based compensation expense in accordance with ASC 505-50 of approximately $34 thousand and $0.5 million during the years ended December 31, 2017 and 2016, respectively, which is included in the total stock-based compensation expense. |