Stock-Based Compensation | 16. Stock-Based Compensation The Company’s 2016 Stock Equity Incentive Plan (the “2016 Plan”) was adopted by the board of directors and approved by the stockholders in May 2016. The 2016 Plan authorizes the Company to grant up to 1,812,932 shares of common stock to eligible employees, directors, and non-employee consultants and advisors to the Company. Under the provisions of the 2016 Plan, no option will have a term in excess of 10 years. The Company’s stockholders approved an increase of 1,200,000 shares, an increase of 2,900,000 shares, and an increase of 2,500,000 shares authorized under the 2016 Plan during 2017, 2018, and 2019, respectively. As of June 30, 2019, there were 2,624,469 shares of common stock available for future grants under the 2016 Plan. Total compensation cost that has been charged against operations related to the above plans was approximately $15.5 million and $5.6 million for the six-month periods ended June 30, 2019 and 2018, respectively. The following table summarizes stock-based compensation related to the above plans by expense category for the three and six month periods ended June 30, 2019 and 2018, respectively: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Research and development $ 3,221,426 $ 1,216,018 $ 6,327,485 $ 2,186,643 Selling, general and administrative 5,090,303 2,189,623 9,190,336 3,425,425 Total $ 8,311,729 $ 3,405,641 $ 15,517,821 $ 5,612,068 The following table summarizes the stock-based compensation capitalized to inventory: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock-based compensation expense capitalized to inventory $ 181,551 $ — $ 237,108 $ — Stock Options The Company grants stock options to employees, directors and non-employee consultants, with 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 years from the grant date. Options granted to employees generally vest over a four-year period from date of grant or if vesting based on market condition, awards vest based on the derived service period which is the estimated period of time that would be required to satisfy the market condition. Options granted to directors’ vest in equal yearly installments over a three-year period from the date of grant. Options to directors may be granted on an annual basis and represent compensation for services performed on the Board of Directors. Compensation cost for stock options granted to employees and directors is charged against operations using the straight-line attribution method between the grant date for the option and each vesting date. The Company estimates the fair value of stock options on the grant date by applying the Black-Scholes option pricing valuation model. The application of this valuation model involves assumptions that are highly subjective, judgmental and sensitive in the determination of compensation cost. The weighted-average key assumptions used in determining the fair value of options granted for the three and six month periods ended June 30, 2019 and 2018, respectively are as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average volatility 65.94 % 77.27 % 66.23 % 77.53 % Weighted-average risk-free interest rate 2.22 % 2.82 % 2.42 % 2.75 % Weighted-average expected term in years 6.26 6.26 6.26 6.26 Dividend yield — — — — The Company’s computation of stock-price volatility is based on the volatility rates of comparable publicly held companies over a period equal to the estimated useful life of the options granted by the Company. The Company’s computation of expected life was determined using the “simplified” method which is the midpoint between the vesting date and the end of the contractual term. The Company believes that it does not have sufficient reliable exercise data in order to justify the use of a method other than the “simplified” method of estimating the expected exercise term of employee stock option grants. The Company has paid no dividends to stockholders. The risk-free interest rate is based on the zero-coupon U.S. Treasury yield at the date of grant for a term equivalent to the expected term of the option. For the six-month period ended June 30, 2019, the Company issued 74,721 shares of the Company's common stock upon the exercise of outstanding stock options and received proceeds of approximately $0.3 million. As of June 30, 2019, there was approximately $5.9 million of unrecognized compensation cost related to unamortized stock option compensation which is expected to be recognized over a remaining weighted-average period of approximately 2.32 years. The following table summarizes the activity related to the Company’s stock options for the six months ended June 30, 2019: Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Options Exercise Price Life Value Outstanding at December 31, 2018 3,514,018 $ 9.59 Options granted Options exercised Options forfeited Outstanding at June 30, 2019 $ $ Options exercisable at June 30, 2019 $ $ The aggregate intrinsic value in the previous table reflects the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the quarter ended June 30, 2019 and the exercise price of the options, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their options on June 30, 2019. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s common stock. Restricted Stock Awards The Company grants restricted stock to its employees, directors, and non-employee consultants. Restricted stock is recorded as deferred compensation and charged against income on a straight-line basis over the vesting period, which ranges from immediate to four years in duration. If vesting of the award is based on a performance or market condition, awards vest based on the derived service period which is the estimated period of time that would be required to satisfy the performance or market condition. Restricted stock awards to directors vest in equal installments over a three-year period from the grant date. Compensation cost for restricted stock is based on the award’s grant date fair value, which is the closing market price of the Company’s common stock on the grant date, multiplied by the number of shares awarded. The following table summarizes the activity related to the Company’s restricted stock for the six months ended June 30, 2019: Weighted- Average Grant Date Fair Value Number of Shares Per Share Outstanding at December 31, 2018 2,794,455 $ 12.79 Shares granted 11.74 Shares vested 12.61 Shares forfeited 13.24 Outstanding at June 30, 2019 $ 12.33 For the six-month period ended June 30, 2019, the Company granted 1,623,471 shares of restricted stock at a weighted-average grant date fair value of $11.74 per share amounting to approximately $19.1 million in total aggregate fair value. As of June 30, 2019, 3,427,168 shares remained unvested and there was approximately $32.5 million of unrecognized compensation cost related to restricted stock which is expected to be recognized over a remaining weighted-average period of approximately 1.83 years. The total fair value of restricted stock vested during the six-month periods ended June 30, 2019 and 2018 was approximately $11.9 million and $4.1 million, respectively. Restricted Stock Units The Company grants restricted stock units (RSU) to its employees. RSU is recorded as deferred compensation and charged against income on a straight-line basis over the vesting period, usually four years in duration. Compensation cost for RSU is based on the grant date fair value, which is the closing market price of the Company’s common stock on the grant date, multiplied by the number of units awarded. The following table summarizes the activity related to the Company’s RSU for the six months ended June 30, 2019: Weighted- Average Grant Date Fair Value Number of Shares Per Unit Outstanding at December 31, 2018 — $ — Shares granted 14,000 13.29 Shares vested — — Shares forfeited — — Outstanding at June 30, 2019 14,000 $ 13.29 For the six-month period ended June 30, 2019, the Company granted 14,000 shares of RSU at a weighted-average grant date fair value of $13.29 per share amounting to approximately $0.2 million in total aggregate fair value. As of June 30, 2019, 14,000 shares remained unvested and there was approximately $0.2 million of unrecognized compensation cost related to restricted stock which is expected to be recognized over a remaining weighted-average period of approximately 3.95 years. The total fair value of RSU vested during the six-month periods ended June 30, 2019 was $0. Performance Share Awards On August 2018, the FDA accepted the Company's Biologics License Application, or BLA, for ELZONRIS for the treatment of BPDCN, in adults and in pediatric patients two years and older. As a result of the approval, the underlying performance condition associated with the performance share awards, or PSAs, were met. The Company recognized approximately $0.4 million and $37,514 of stock compensation expense related to the PSAs for six-month periods ended June 30, 2019 and 2018, respectively. In addition, ELZONRIS received FDA approval on December 21, 2018 for the treatment of patients with BPDCN. As a result of the approval, the underlying performance condition associated with the PSAs were met and the Company recognized approximately $5.1 million and $0 of stock compensation expense related to the PSAs for the six-month periods ended June 30, 2019 and 2018, respectively. For awards with performance conditions, such as obtaining regulatory approval on a developed product, capital raises, a change in control or a sale of the company, no expense is recognized, and no measurement date can occur, until the occurrence of the event is probable. Awards Granted to Non-Employee Consultants The Company grants stock options, restricted stock, and unrestricted stock to non-employee consultants. The Company measures the fair value of stock-based awards issued to non-employees and records expense over the requisite service period. Total compensation cost charged against operations related to stock-based awards granted to non-employee consultants was approximately $0.3 million and $1.1 million for the six-month periods ended June 30, 2019 and 2018, respectively. Employee Stock Purchase Plan In September 2015, the Company adopted its 2015 Employee Stock Purchase Plan (the “2015 ESPP”). The 2015 ESPP is qualified as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “IRC”). Under the 2015 ESPP, the Company will grant rights to purchase shares of common stock under the 2015 ESPP (“Rights”) at prices not less than 85% of the lesser of (i) the fair value of the shares on the date of grant of such Rights or (ii) the fair value of the shares on the date such Rights are exercised. Therefore, the 2015 ESPP is considered compensatory under FASB ASC 718 since, along with other factors, it includes a purchase discount of greater than 5%. The Company recorded approximately $70,353 and $25,350 of compensation expense for the six-month periods ended June 30, 2019 and 2018, respectively, related to participation in the 2015 ESPP. |