Share-Based Payment Awards | 9. Share-Based Payment Awards Equity Incentive Plans The 2016 Long-Term Incentive Plan (the “2016 Plan”), approved by the Company’s stockholders on December 12, 2016 (the “Adoption Date”), provides for the issuance of up to 3,000,000 shares of the Company’s common stock reserved for issuance under the 2016 Plan plus any additional shares of the Company’s common stock that were available for grant under the 2008 Incentive Plan (the “2008 Plan”) at the Adoption Date or would otherwise become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 Plan. At September 30, 2018, a total of 1,497,886 shares were available for new awards. Stock Options The following table provides a reconciliation of stock option activity under the Company’s equity incentive plans for the three months ended September 30, 2018: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding at July 1, 2018 6,460,244 $ 2.79 Granted 166,575 2.31 Forfeited (10,600 ) 2.76 Expired (156,750 ) 2.85 Outstanding at September 30, 2018 6,459,469 $ 2.76 7.26 $ 6,203 Exercisable at September 30, 2018 3,151,142 $ 3.34 5.20 $ 1,747 During the three months ended September 30, 2018, the Company granted 115,000 options to employees with ratable annual vesting over 3 years, 1,667 options to a non-executive 1-year 1-year 10-year Option life (in years) 5.50 - 6.00 Stock volatility 59% - 60% Risk-free interest rate 2.78% -2.90% Expected dividends 0.0% Options to purchase a total of 401,558 shares of the Company’s common stock vested during the three months ended September 30, 2018. Time-Vested Restricted Stock Units Time-vested restricted stock unit awards (“RSUs”) issued to date under the 2016 Plan generally vest on a ratable annual basis over 3 years. The related stock-based compensation expense is recorded over the requisite service period, which is the vesting period. The fair value of all time-vested RSUs is based on the closing share price of the Company’s common stock on the date of grant. The following table provides a reconciliation of RSU activity under the 2016 Plan for the three months ended September 30, 2018: Number of Weighted Nonvested at July 1, 2018 898,129 $ 1.58 Forfeited (2,300 ) 1.81 Nonvested at September 30, 2018 895,829 $ 1.58 At September 30, 2018, the weighted average remaining vesting term of the RSUs was 1.09 years. Performance-Based Stock Units Performance Stock Units (“PSUs”) were previously awarded to certain employees. The performance conditions associated with the PSU awards are as follows: (a) for one third of the PSUs, upon an FDA acceptance of the Company’s NDA submission of YUTIQ for review on or before March 31, 2018 and (b) for two-thirds There were 241,668 PSUs outstanding at each of September 30, 2018 and June 30, 2018. The weighted average remaining vesting term of the time-based RSUs associated with achievement of the first performance condition was approximately 5.6 months at September 30, 2018. Deferred Stock Units The following table provides a reconciliation of deferred stock units (“DSUs”) for the three months ended September 30, 2018: Number of Weighted Outstanding at July 1, 2018 35,001 $ 1.95 Granted 417 2.32 Outstanding at September 30, 2018 35,418 $ 1.95 Each DSU vests one year from the date of grant. Subsequent to vesting, the DSUs will be settled in shares of the Company’s common stock upon the earliest to occur of (i) each director’s termination of service on the Company’s Board of Directors and (ii) the occurrence of a change of control as defined in the award agreement. At September 30, 2018, the weighted average remaining vesting term of the DSUs was approximately 8.8 months. Market-Based Restricted Stock Units At September 30, 2018 and June 30, 2018, there were 500,000 market-based RSUs (“market-based RSUs”) outstanding that were issued on September 15, 2016 as an inducement award to the Company’s President and CEO Subject to a service condition through September 15, 2019, the number of shares underlying the market-based RSUs that will vest will be based upon a relative percentile rank of the 3-year Other Inducement Grants In connection with the August 1, 2018 hire of the Company’s Chief Financial Officer, the Company granted as inducement awards (i) 385,000 options to purchase Company common stock with ratable annual vesting over 3 years and an exercise price of $2.22 per share; and (ii) 225,000 PSUs. The PSUs are subject to proportional vesting based on cumulative measurement for the 3-year two-thirds one-third In connection with the August 14, 2018 hire of the Company’s Senior Vice President of Regulatory and Quality, the Company granted as an inducement award 100,000 options to purchase Company common stock with ratable annual vesting over 3 years and an exercise price of $2.10 per share. In determining the grant date fair value of inducement option awards during the three months ended September 30, 2018, the Company applied the Black-Scholes option pricing model based on the following key assumptions: Option life (in years) 6.00 Stock volatility 59% - 60% Risk-free interest rate 2.81% - 2.92% Expected dividends 0.0% The inducement option grants have a 10-year The following table provides a reconciliation of the Company’s inducement stock option awards for the three months ended September 30, 2018: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding at July 1, 2018 1,290,000 $ 3.06 Granted 485,000 2.20 Forfeited (250,000 ) 1.95 Outstanding at September 30, 2018 1,525,000 $ 2.96 7.60 $ 975 Exercisable at September 30, 2018 615,000 $ 3.11 5.58 $ 308 Stock-Based Compensation Expense The Company’s consolidated statements of comprehensive loss included total compensation expense from stock-based payment awards for the three months ended September 30, 2018 and 2017, as follows (in thousands): Three Months 2018 2017 Compensation expense included in: Research and development $ 486 $ 304 Sales and marketing 263 — General and administrative 648 377 $ 1,397 $ 681 In connection with termination benefits provided to the Company’s former Executive Vice President and General Manager, US, the vesting of certain options was accelerated in accordance with the terms of the options, with an exercise period through December 26, 2018. All remaining non-vested At September 30, 2018, there was approximately $5.2 million of unrecognized compensation expense related to outstanding equity awards under the 2016 Plan, the 2008 Plan and the inducement awards that is expected to be recognized as expense over a weighted-average period of approximately 1.6 years. |