Stock Plans | 8. Stock Plans Inotek maintains three equity compensation plans: the Amended and Restated 2014 Stock Option and Incentive Plan (the “2014 Plan”), the 2004 Stock Option and Incentive Plan (the “2004 Plan”), and the 2014 Employee Stock Purchase Plan (“ESPP”). Amended and Restated 2014 Stock Option and Incentive Plan In August 2014, Inotek’s board of directors adopted the 2014 Plan for the issuance of incentive and non-qualified stock options, restricted stock, and other equity awards, all for common stock, as determined by the board of directors to employees, officers, directors, consultants, and advisors of Inotek and its subsidiaries. Pursuant to the provisions of the 2014 Plan and approval by the board of directors, on January 1, 2018 an additional 272,227 shares were added to the 2014 Plan representing 4% of total common shares issued and outstanding at December 31, 2017. There were 207,579 shares available for issuance under the 2014 Plan as of December 31, 2017. The 2014 Plan expires in August 2024. In December 2016, the board granted to certain executive officers an aggregate of 117,500 restricted stock units (“RSUs”) pursuant to the 2014 Plan. Each restricted stock unit represents a contingent right to receive one share of Inotek’s common stock. Vesting for these RSUs was based equally on the achievement of two performance-based conditions, subject to continued service through such achievement dates. The intrinsic fair value of these RSUs as of the date of grant was $3,055 and no stock-based compensation expense was recorded in 2016 as Inotek determined that the vesting conditions were not probable of occurring. In January 2017, these RSUs were modified such that instead of vesting based on the achievement of certain performance-based conditions, they would vest in equal annual installments over four years from the December 2016 date of grant, subject to continued service through such dates. This change in vesting criteria was accounted for as a modification under ASC 718 whereby Inotek is recognizing the $717 fair value of the grants as of the date of modification over the vesting term. In September 2017, Inotek accelerated the vesting of all unvested RSUs and stock options held by the ten terminated employees and recorded an incremental charge related to these modifications of $158, of which $142 and $16 was reflected in research and development and general and administrative expenses, respectively. Inotek also modified the employment agreements with certain of its remaining employees such that in the event of a change in control, if the employee experiences a qualifying termination by Inotek any time prior to or within 12 months of the change in control, all such employee’s outstanding stock options and RSUs will vest in full and the stock options will become exercisable. Inotek determined that the original awards were expected to vest under their original terms both prior to and after the modification. A comparison of the fair value of the outstanding stock awards immediately before and after the modification resulted in no incremental expense. In October 2017, Inotek extended the exercise period for stock options held by each of its then remaining employees and directors. This change in expected term criteria was accounted for as a modification under ASC 718 whereby Inotek recorded an incremental charge of $856, of which $196 and $660 was reflected in research and development and general and administrative expenses, respectively. The following table summarizes the option activity for each of the years ended December 31, 2017 and 2016 under the 2014 Plan: Number of Shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 405,190 $ 19.80 Granted 289,125 $ 31.08 Exercised (21,107 ) $ 18.84 Cancelled (7,000 ) $ 27.16 Outstanding as of December 31, 2016 666,208 $ 24.64 $ 2,064 Granted 78,750 $ 7.20 Exercised — Cancelled (223,062 ) $ 27.04 Outstanding as of December 31, 2017 521,896 $ 20.96 $ 255 Vested and exercisable as of December 31, 2017 335,230 $ 20.36 $ 128 Weighted-average years remaining on contractual life 7.80 Unrecognized compensation cost related to non-vested stock options $ 3,459 The weighted-average fair value of all stock options granted for the years ending December 31, 2017 and 2016 was $5.72 and $20.92, respectively. Intrinsic value at December 31, 2017 and 2016 is based on the closing price of Inotek’s common stock of $10.44 and $24.40 per share, respectively. As of December 31, 2017, all options granted are expected to vest. In 2016, 7,530 shares of the 21,107 total options exercised were surrendered to Inotek pursuant to a net exercise right. Unrecognized compensation cost related to non-vested stock options at December 31, 2017 includes $462 related to the October 2017 modification to extend the exercise period for certain unvested stock options. The following table summarizes the RSU activity for each of the years ended December 31, 2017 and 2016 under the 2014 Plan: Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2015 - Granted 117,500 $ 26.00 Vested - Cancelled - Outstanding as of December 31, 2016 117,500 $ 26.00 Granted 232,750 $ 6.40 Vested and settled (56,406 ) $ 6.76 Cancelled (22,125 ) $ 6.80 Outstanding as of December 31, 2017 271,719 $ 4.20 As noted above, all outstanding RSUs were modified in the year ended December 31, 2017. Therefore, the weighted average grant date fair value per share of outstanding RSUs as of December 31, 2017, reflects the $4.20 per share fair value of the outstanding RSUs as of the date of modification. Shares issued for RSUs that vested and settled in the year ended December 31, 2017, included 3,270 shares of common stock surrendered by employees for payment of $16 of withholding taxes due, resulting in a net issuance of 53,136 shares. Also, there were 29,375 RSUs that vested but remained unsettled as of December 31, 2017, per the terms of the Restricted Stock Unit Agreements. These RSUs are expected to settle no later than March 15, 2018. 2004 Stock Option and Incentive Plan In July 2004, Inotek’s board of directors adopted the 2004 Plan for the issuance of incentive stock options, restricted stock, and other equity awards, all for common stock, as determined by the board of directors to employees, officers, directors, consultants, and advisors of Inotek and its subsidiaries. Only stock options were granted under the 2004 Plan. The 2004 Plan expired in February 2014 but remains effective for all outstanding options. The following table summarizes stock option activity for each of the years ended December 31, 2017 and 2016 under the 2004 Plan: Number of Shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 2,729 $ 162.32 Exercised — $ — Expired — $ — Cancelled (73 ) $ 162.32 Outstanding as of December 31, 2016 2,656 $ 162.32 Exercised — $ — Expired (570 ) $ 162.32 Cancelled (462 ) $ 162.32 Outstanding as of December 31, 2017 1,624 $ 162.32 $ — Vested and exercisable as of December 31, 2017 1,624 $ 162.32 $ — Weighted-average years remaining on contractual life 0.66 Unrecognized compensation cost related to non-vested stock options $ — Inotek recorded no stock compensation expense in the years ended December 31, 2017 and 2016 relating to stock options granted pursuant to the 2004 Plan. At December 31, 2017, all 2004 Plan options were fully vested and there was no unrecognized stock-based compensation expense relating to stock options granted pursuant to the 2004 Plan. Options outstanding as of December 31, 2017 had no intrinsic value, as the option price exceeded the fair value of the underlying shares. Employee Stock Purchase Plan In November 2014, Inotek’s board of directors adopted and the stockholders approved the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP shall be cumulatively increased each January 1, beginning on January 1, 2016, by the lesser of (i) 600,000 shares of common stock or (ii) the number of shares necessary to set the number of shares of common stock under the ESPP at 1% percent of the outstanding number of shares as of January 1 of the applicable year. However, the board of directors reserves the right to determine that there will be no increase for any year or that any increase will be for a lesser number of shares. As of January 1, 2018, 6,562 shares were added to the ESPP. As of December 31, 2017, there were 61,494 shares available for issuance under the ESPP. All employees who are whose customary employment is for more than 20 hours a week are eligible to participate in the ESPP. Any employee who owns 5% or more of the voting power or value of Inotek’s shares of common stock is not eligible to purchase shares under the ESPP. Each employee who is a participant in the ESPP may purchase shares by authorizing payroll deductions of up to 10% of his or her base compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares of common stock on the last business day of the offering period at a price equal to 85% of the fair market value of the ordinary shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 5,000 shares of common stock may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of stock, valued at the start of the purchase period, under the ESPP in any calendar year. In 2017, 5,971 shares of common stock were purchased pursuant to the ESPP, resulting in proceeds to Inotek of $35. Inotek recorded $6 of stock-based compensation expense pursuant to the ESPP during the year ended December 31, 2017. In 2016, $155 was withheld and used to purchase 6,481 shares of common stock and Inotek recorded $66 of stock-based compensation expense pursuant to the ESPP. Stock-Based Compensation Stock-based compensation expense for options, RSUs and the ESPP is reflected in the consolidated statements of operations as follows: December 31, 2017 2016 (in thousands) Research and development $ 1,287 $ 1,362 General and administrative 2,749 1,547 Total $ 4,036 $ 2,909 |