STOCK OPTIONS | 10. STOCK OPTIONS In 2007, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2007 Employee, Director and Consultant Stock Plan (the “2007 Plan”). Pursuant to the 2007 Plan, the Company’s Board of Directors (or committees and/or executive officers delegated by the Board of Directors) may grant incentive and nonqualified stock options to the Company’s employees, officers, directors, consultants and advisors. On October 26, 2010, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2010 Equity Incentive Plan (as subsequently amended, the “2010 Plan”). The 2010 Plan provided for grants of incentive stock options to employees, and nonqualified stock options and restricted common stock to employees, consultants, and non-employee directors of the Company. In April 2015, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for grants of incentive stock options to employees, and nonqualified stock options, restricted common stock, restricted stock units, and stock appreciation rights to employees, consultants, and non-employee directors of the Company. As of March 31, 2017, the total number of shares authorized for issuance under the 2015 Plan was 4,322,355 shares, consisting of 4,000,000 initially approved under the 2015 Plan shares plus the 322,355 shares that remained available for grant under the 2010 Plan at the time of its termination. Upon approval of the 2015 Plan by the Company’s shareholders on June 16, 2015, the 2010 Plan was terminated and no additional shares or share awards have been subsequently granted under the 2010 Plan. Options issued under the 2007 Plan, 2010 Plan, and 2015 Plan (collectively, the “Plans”) are exercisable for up to 10 years from the date of issuance. As of March 31, 2017, there were outstanding options to purchase an aggregate of 2,233,050, 1,721,246 and 77,460 shares under the 2015 Plan, 2010 Plan and 2007 Plan, respectively. As of December 31, 2016, there were outstanding options to purchase an aggregate of 1,222,085, 1,821,487 and 150,207 shares under the 2015 Plan, 2010 Plan and 2007 Plan, respectively. In March 2015, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the ESPP. The ESPP allows employees to buy company stock twice per year through after-tax payroll deductions at a discount from market. The Company’s Board of Directors initially authorized 187,500 shares for issuance under the ESPP. Commencing on the first day of the year ended December 31, 2016 and on the first day of each year thereafter during the term of the ESPP, the number of shares of common stock reserved for issuance shall be increased by the lesser of (i) 1% of the Company’s outstanding shares of common stock on such date, (ii) 50,000 shares, or (iii) a lesser amount determined by the Board of Directors. Under the terms of the ESPP, in no event shall the aggregate number of shares reserved for issuance during the term of the ESPP exceed 1,250,000 shares. As of March 31, 2017 and December 31, 2016, there were 262,785 and 220,771 shares reserved for issuance under the ESPP, respectively. The ESPP is considered a compensatory plan with the related compensation cost recognized over each six-month offering period. As of March 31, 2017, $11,000 of employee payroll deductions have been withheld since January 1, 2017, the commencement of the current offering period, and are included in accrued expenses on the balance sheet. The compensation expense related to the ESPP for the three-month periods ended March 31, 2017 and 2016 was $4,000 and $11,000, respectively, and is included in stock-based compensation expense. In January 2017, 7,986 shares that were purchased as of December 31, 2016 were issued under the ESPP. Share-based compensation For the three-month periods ended March 31, 2017 and 2016, the Company recorded stock-based compensation expense of $1.3 million and $1.2 million, respectively, inclusive of the expense related to the ESPP. Stock-based compensation expense for the three-month period ended March 31, 2017 includes $24,000 of expense related to a stock option modification. As discussed above, the Company adopted ASU 2016-09 on January 1, 2017. Prior to the adoption of this standard, the Company recognized share-based compensation, net of estimated forfeitures, over the vesting period of the grant. Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to recognize forfeitures as they occur. The Company continues to recognize share-based compensation over the vesting period of the grant. The new forfeiture policy election was adopted using a modified retrospective approach with a cumulative effect adjustment of $155,000 recorded to accumulated deficit on the balance sheet as of January 1, 2017. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises and employee terminations within the valuation model. The expected term of options granted under the Plans, all of which qualify as “plain vanilla,” is based on the average of the contractual term (10 years) and the vesting period (generally, 48 months). For non-employee options, the expected term is the contractual term. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the option. A summary of option activity as of March 31, 2017 and changes for the three-month period then ended are presented below: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Shares Price Term in Years Value Outstanding at December 31, 2016 3,193,785 $ 7.52 Granted 1,114,463 $ 4.34 Forfeited (218,089) $ 8.21 Exercised (58,403) $ 0.29 Outstanding at March 31, 2017 4,031,756 $ 6.71 7.85 $ 326,568 Vested at March 31, 2017 1,831,440 $ 7.87 6.33 $ 318,837 The weighted average grant-date fair value of options granted during the three-month period ended March 31, 2017 was $3.54 per share. The total fair value of options that vested in the three-month period ended March 31, 2017 was $943,000. As of March 31, 2017, total unrecognized compensation expense related to non-vested share-based option compensation arrangements amounted to $10.0 million and is estimated to be recognized over a period of 2.70 years. |