Stock-Based Compensation | 9. Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (ASC 718). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, restricted stock units, or RSUs, and modifications to existing stock awards, to be recognized in the statement of operations and comprehensive loss based on their fair values. The Company accounts for stock-based awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, which requires the fair value of the award to be re-measured at fair value until a performance commitment is reached or counterparty performance is complete. The Company’s stock-based awards are comprised of stock options and restricted stock units. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. Stock Option Plans During February 2006, the Company adopted the CoLucid Pharmaceuticals, Inc. Equity Incentive Plan (the “2006 Plan”). A total of 89,182 shares of common stock were reserved for issuance under the 2006 Plan as of September 30, 2015. Of this amount, 80,900 shares were available for future stock option grants as of September 30, 2015. Eligible plan participants include employees, directors and consultants. The board of directors shall determine the exercise price, term, and vesting provisions of all options at their grant date. On April 16, 2015, the board of directors adopted the CoLucid Pharmaceuticals, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), which was approved by the stockholders on the same day. There were a total 1,819,100 shares of the Company’s common stock reserved for issuance pursuant to the 2015 Plan, of which 246,675 shares were available for future grant as of September 30, 2015. The 2015 Plan allows for the granting of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units and other awards convertible into or otherwise based on shares of common stock. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2015 Plan. The 2015 Plan provides that the number of shares reserved and available for issuance under the 2015 Plan will automatically increase annually on January 1 st st The Company did not grant any stock options during the three months and nine months ended September 30, 2014. The fair value of the stock options granted are estimated on the date of grant using all relevant information, including application of the Black-Scholes option-pricing model. When applying the Black-Scholes option-pricing model to compute stock-based compensation, the Company assumed the following for the nine months ended September 30, 2015: risk-free rate of return of 1.5% to 2.2%; expected average option life of 5.0 to 9.8 years; average volatility of 79.1% to 92.6%; expected forfeiture rate of 12.4%; and expected dividend rate of 0%. The risk-free rate of return was based on U.S Treasury rates. The expected average option life assumption is based upon the simplified or “plain-vanilla” method, which averages the contractual term of the options (10 years) with the vesting term (4 years) taking into consideration multiple vesting tranches. Expected volatility for the period ended September 30, 2015 is based upon the historical volatility of comparable companies. The Company does not expect to pay dividends in the foreseeable future. The following summarizes the stock option stock activity during the period: Weighted- Weighted- average average remaining Aggregate price contractual intrinsic Shares per share term (years) value Outstanding at December 31, 2014 81,820 $ 4.48 3.0 $ 255,777 Granted 1,211,917 9.73 Exercised (19,674 ) 4.55 Expired (53,864 ) 4.59 Outstanding at September 30, 2015 1,220,199 $ 9.70 9.6 $ — Options exercisable 8,282 $ 4.83 2.4 $ — Options vested and expected to vest 1,018,478 $ 9.70 9.6 $ — The aggregate intrinsic value in the above table is the difference between the closing common stock price on September 30, 2015 of $3.87 per share and the option exercise price multiplied by the number of in-the-money options as of September 30, 2015. As of September 30, 2015, total unrecognized stock-based compensation expense relating to unvested employee stock awards, was $5.2 million. This amount is expected to be recognized over a weighted-average period of 3.31 years. There was no unrecognized stock-based compensation expense as of September 30, 2014. The weighted average fair value of options granted during the nine months ended September 30, 2015 was $9.73 per share. Restricted Stock Awards On May 5, 2015, the Company issued 360,508 restricted stock units to the Chief Executive Officer at a grant date fair value of $10.00 per share. The restricted stock units have a requisite service period of four years, whereby the award vests 50% six months after grant, 12.5% on the one-year anniversary of the grant, then ratably over the next 36 months, subject to continuous service of the employee. As of September 30, 2015 there was approximately $2.1 million of unrecognized compensation cost related to the restricted stock unit awards. Employee Stock Purchase Plan On April 16, 2015, the board of directors adopted the Company’s Employee Stock Purchase Plan (the “ESPP”), which was approved by the stockholders on the same day. There are 300,000 shares of the Company’s common stock reserved for issuance and sale pursuant to the ESPP. In addition, the ESPP provides for automatic annual increases in the number of shares available for issuance under the ESPP on January 1 of each year in an amount equal of the lesser of: (i) 1% of the total number of shares outstanding as of December 31 of the immediately preceding calendar year, or (ii) 150,000 shares, unless a lesser number of shares is otherwise determined by the Company’s board of directors. The ESPP will permit the Company’s employees to purchase shares of the Company’s common stock. As of September 30, 2015, the ESPP has not been put into effect, but has been granted approval to enroll employees as of December 1, 2015. Compensation Expense Summary The Company recognized the following compensation cost related to share-based awards in the three and nine months ended September 30, 2015: Three months ended Nine months ended September 30, September 30, 2015 2015 Research and development $ 176,936 $ 293,371 General and administrative 1,795,372 2,832,539 Total $ 1,972,308 $ 3,125,910 Compensation expense by type of award in the three and nine months ended September 30, 2015 was as follows: Three months ended Nine months ended September 30, September 30, 2015 2015 Stock options $ 1,075,263 $ 1,670,470 Restricted stock units 897,045 1,455,440 Total $ 1,972,308 $ 3,125,910 There was no share-based compensation expense in the three- or nine-month periods ending on September 30, 2014. |