STOCK OPTIONS | 12. 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. As of December 31, 2017, there were options to purchase an aggregate of 46,476 shares of common stock outstanding under the 2007 Plan and no shares available for future grants under the 2007 Plan. 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 provides 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’ 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, restricted common stock, restricted stock units and stock appreciation rights to employees, consultants, and directors of the Company. As of December 31, 2017, the total number of shares authorized for issuance under the 2015 Plan was 4,322,355 shares, consisting of 4,000,000 shares initially approved under the 2015 Plan 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, 2016, the 2010 Plan was terminated and no additional shares or share awards have been subsequently granted under the 2010 Plan. As of December 31, 2017, there were outstanding options to purchase an aggregate of 1,878,125 and 1,444,644 shares of common stock under the 2015 Plan and 2010 Plan, respectively. Options issued under the Plans are exercisable for up to 10 years from the date of issuance. 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. 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 a 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. The 2015 ESPP is considered a compensatory plan with the related compensation cost recognized over each respective six month offering period. As of December 31, 2017, approximately $3 of employee payroll deductions had been withheld since July 1, 2017, the commencement of the offering period, and are included in accrued expenses in the accompanying balance sheet. The compensation expense related to the ESPP for the years ended December 31, 2017 and 2016 was $14 and $46, respectively, and is included in stock-based compensation expense. In January 2018, 4,691 shares that were purchased as of December 31, 2017 were issued under the ESPP. Share‑based compensation For the years ended December 31, 2017, 2016 and 2015, the Company recorded stock‑based compensation expense of $4,106, $5,063 and $4,666, respectively, net of forfeitures, inclusive of the expense related to the ESPP. The fair value of each option award is estimated on the date of grant using the Black‑Scholes option pricing model, which uses the assumptions noted in the following table. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises 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. The assumptions used principally in determining the fair value of options granted were as follows: December 31, 2017 2016 2015 Risk-free interest rate 1.69 - 2.36% 1.20 - 1.52% 1.53 - 1.89% Expected dividend yield Expected term (employee grants) 6.22 Years 5.99 years 6.00 years Expected volatility A summary of option activity as of December 31, 2017 and changes for the year 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 1,439,463 $ 3.94 Forfeited (1,174,616) $ 6.40 Exercised (89,387) $ 0.29 Outstanding at December 31, 2017 3,369,245 $ 6.57 7.14 $ 22 Vested at December 31, 2017 2,224,246 $ 7.54 6.22 $ 22 Vested and expected to vest at December 31, 2017 3,369,245 $ 6.57 7.14 $ 22 The weighted average grant‑date fair value of options granted during the years ended December 31, 2017, 2016 and 2015 was $2.54, $5.23, and $7.37 per share, respectively. The total fair value of options that vested in the years ended December 31, 2017, 2016, and 2015 was $3,837, $5,179, and $5,144, respectively. As of December 31, 2017, there was $3,516 of total unrecognized compensation expense related to non‑vested share‑based option compensation arrangements. The unrecognized compensation expense is estimated to be recognized over a period of 2.38 years at December 31, 2017. Restricted Stock Unit The following table summarizes the restricted stock unit (“RSU”) activity under the 2015 Equity Incentive Plan during the year ended December 31, 2017: Weighted-Average Number of Grants Grant Date Fair Value Unvested balance at December 31, 2016 — $ — Granted 595,000 1.06 Vested — — Forfeited (95,000) 1.25 Unvested balance at December 31, 2017 500,000 $ 1.03 For the year Ended December 31, 2017, the Company issued 595,000 RSUs to employees. These RSUs are subject to time-based vesting. For the year ended December 31, 2017, the Company recorded stock-based compensation expense of $40 related to the time-based RSUs. As of December 31, 2017, total unrecognized compensation expense related to non-vested RSUs amounted to $474, which the Company expects to recognize over a remaining weighted-average of 2.95 years. There are 500,000 RSUs subject to time-based vesting that remain unvested and outstanding at December 31, 2017. |