Stock Incentive Plan | 9. STOCK INCENTIVE PLAN The Company has three incentive plans. One was adopted in 2004 (2004 Plan) and provided for the granting of stock options and restricted stock awards and generally prescribed a contractual term of seven years. The 2004 Plan terminated in August 2010. However, grants made under the 2004 Plan are still governed by that plan. As of December 31, 2017, options to purchase 23,954 shares of common stock at a weighted average exercise price of $3.24 per share remained outstanding under the 2004 Plan. The Company approved the 2010 Employee, Director and Consultant Equity Incentive Plan (2010 Plan) in September 2010 to replace the 2004 Plan. The 2010 Plan provided for the granting of stock options and restricted stock awards. The 2010 Plan terminated upon the Company’s initial public offering. However, grants made under the 2010 Plan are still governed by that plan. As of December 31, 2017, options to purchase 413,130 shares of common stock at a weighted average exercise price of $1.58 per share remained outstanding under the 2010 Plan. The Company approved the 2013 Equity Incentive Plan (2013 Plan) in October 2013 and amended the 2013 Plan in June 2016. The 2013 Plan provides for the granting of stock options, restricted stock, stock appreciation rights, stock units, and performance cash awards to certain employees, members of the board of directors and consultants of the Company. On January 1 of each year the aggregate number of common shares that may be issued under the 2013 Plan shall automatically increase by a number of shares equal to the least of (a) 7% of the total number of common shares outstanding on the last calendar day of the prior fiscal year, (b) subject to adjustment for certain corporate transactions, 1,000,000 common shares, or (c) a number of common shares determined by the Company’s board of directors. As of December 31, 2017, options to purchase 1,809,773 shares of common stock at a weighted average exercise price of $5.65 per share and restricted stock units of 157,128 remained outstanding under the 2013 Plan. As of December 31, 2017, there were 779,856 shares of common stock available for grant under the 2013 Plan. As of January 1, 2018, the number of shares of common stock that may be issued under the 2013 Plan was automatically increased by 1,000,000 shares, increasing the number of shares of common stock available for issuance under the 2013 Plan to 1,779,856. The Company recognizes stock-based compensation expense over the requisite service period. The Company’s share-based awards are accounted for as equity instruments. The amounts included in the consolidated statements of operations relating to stock-based compensation are as follows: Year ended December 31, 2017 2016 Research and development expenses $ 896,339 $ 1,167,142 General and administrative expenses 1,818,502 1,592,611 Total stock-based compensation expense $ 2,714,841 $ 2,759,753 Stock Options Terms of stock option agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the respective plan they were granted. Options granted by the Company typically vest over a four year period. Certain of the options are subject to acceleration of vesting in the event of certain change of control transactions. The options may be granted for a term of up to ten years from the date of grant. The exercise price for options granted under the 2013 Plan must be at a price no less than 100% of the fair market value of a common share on the date of grant. The following table summarizes option activity under the incentive plans for the years ended December 31, 2017 and 2016: Number of Weighted Weighted Aggregate Outstanding at December 31, 2016 1,498,585 $ 4.63 Granted 899,337 5.13 Cancelled/Forfeited (151,065 ) 4.02 Exercised — — Outstanding at December 31, 2017 2,246,857 $ 4.87 7.81 $ 4,683,444 Exercisable at December 31, 2017 1,176,178 $ 4.46 6.90 $ 3,029,015 (a) The aggregate intrinsic value in this table was calculated on the positive difference, if any, between the closing market value of the Company’s common stock on December 31, 2017 of $6.80 and the price of the underlying options. The Company records stock-based compensation related to stock options granted at fair value. During the years ended December 31, 2017 and 2016, the Company used the Black-Scholes option-pricing model to estimate the fair value of stock option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. The weighted-average fair value of options granted was $3.76 and $5.43 for the years ended December 31, 2017 and 2016, respectively. The assumptions used in determining fair value of the employee stock options for the years ended December 2017 and 2016, are as follows: December 31, December 31, Expected dividend yield 0 % 0 % Anticipated volatility 76.52% - 88.57 % 88.57 % Stock price $4.90 - $6.10 $3.94 - $7.48 Exercise price $4.90 - $6.10 $3.94 - $7.48 Expected life (years) 5.50 - 6.25 5.50 - 6.25 Risk free interest rate 1.87% - 2.26 % 0.59% - 2.20 % The dividend yield of zero is based on the fact that the Company has never paid cash dividends and have no present intention to pay cash dividends. Expected volatility is estimated using both the historical volatility of the Company and the historical volatility from a group of similar companies The Company has estimated the expected life of our employee stock options using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option for service-based awards since the Company doesn’t have sufficient historical or implied data of its own. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon At December 31, 2017, there is approximately $3.7 million of unrecognized compensation cost relating to stock options outstanding, which the Company expects to recognize over a weighted average period of 2.46 years. Total unrecognized compensation cost will be adjusted for future forfeitures, if necessary. Restricted Stock Units Terms of restricted stock unit (RSUs) agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2013 Plan. RSUs granted by the Company typically vest over a four year period. In the event that the employees’ employment with the Company terminates any unvested shares are forfeited and revert to the Company. Restricted stock units are not included in issued and outstanding common stock until the shares are vested and released. The table below summarizes activity relating to RSUs: Number Outstanding at December 31, 2016 27,096 Granted 136,806 Vested/released (6,774 ) Outstanding at December 31, 2017 157,128 The weighted-average fair value of RSUs granted was $5.10 and $6.33 per share for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the outstanding restricted stock units had unamortized stock-based compensation of $646,469 with a weighted-average remaining recognition period of 3.05 years and an aggregate intrinsic value of $1.1 million. Employee Stock Purchase Plan In March 2016, the Company’s board of directors approved the 2016 Employee Stock Purchase Plan (2016 ESPP), which became effective in June 2016 following the approval of the Company’s stockholders. The 2016 ESPP authorizes the initial issuance of up to a total of 97,500 shares of the Company’s common stock to participating employees. The number of shares reserved for issuance under the 2016 ESPP automatically increases on the first business day of each fiscal year, commencing in 2017, by a number equal to the lesser of (i) 1% of the shares of common stock outstanding on the last business day of the prior fiscal year; or (ii) the number of shares determined by the Company’s Board of Directors. On January 1, 2017, the number of shares authorized for issuance under the 2016 ESPP was automatically increased by 125,763 shares, increasing the number of shares of common stock authorized for issuance under the 2016 ESPP to 223,263. Unless otherwise determined by the administrator of the 2016 ESPP, two offering periods of six months’ duration will begin each year on January 1 and July 1. Participating employees purchase stock under the 2016 ESPP at a price equal to the lower of 85% of the closing price on the applicable offering commencement date or 85% of the closing price on the applicable offering termination date. The fair value of the purchase rights granted under this plan was estimated on the date of grant using the Black-Scholes option-pricing model using assumptions, which were derived in a manner similar to those discussed above relative to stock options. As of December 31, 2016, there was no activity under the 2016 ESPP. At December 31, 2017, the Company has 191,778 shares available for issuance under the 2016 ESPP. A summary of the weighted-average grant-date fair value, shares issued and total stock-based compensation expense recognized related to the Plan are as follows: Year ended Weighted-average grant-date fair value per share $ 2.03 Weighted-average price per share $ 3.98 Total shares issued 31,485 Total stock-based compensation expense $ 64,033 |