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, 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 and RSUs granted using the Black-Scholes option pricing model. Equity Award Plans During February 2006, the Company adopted the CoLucid Pharmaceuticals, Inc. Equity Incentive Plan (the “2006 Plan”). After the effective date of the 2015 Plan (defined below), no additional awards have been or will be granted under the 2006 Plan. Eligible plan participants included employees, directors and consultants. The board of directors determined 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 initially reserved for issuance pursuant to the 2015 Plan, of which 310,840 shares were available for future grant as of December 31, 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 1st of each calendar year by an amount equal to the lesser of: a) six percent (6%) of the number of common shares of stock outstanding as of December 31st of the immediate preceding calendar year, or b) 1,200,000 shares, provided, however, that the board of directors may determine that any annual increase be a lesser number. In addition, all awards granted under the 2006 Plan that are forfeited, expire, are cancelled or otherwise not issued will become available under the 2015 Plan. Effective January 1, 2016, 687,312 shares were added to the 2015 Equity Incentive Plan, as available for issuance thereunder, pursuant to the automatic increase feature of the applicable plan. Stock Option Awards 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 twelve months ended December 31, 2015: risk-free rate of return of 1.4% to 2.2%; expected average option life of 5.0 to 9.6 years; average volatility of 79.1% to 94.5%; 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 was 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 December 31, 2015 was based upon the historical volatility of comparable companies. The Company estimated the expected forfeiture rate of 12.4% based on the historical forfeiture rate of comparable companies and it does not expect to pay dividends in the foreseeable future. The Company did not grant any stock options during the year ended December 31, 2014. The following summarizes the stock option activity during the year ended December 31, 2015: 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 1,310,031 9.42 Exercised (19,674 ) 4.55 Cancelled / Expired (156,349 ) 8.14 Outstanding at December 31, 2015 1,215,828 $ 9.34 9.4 $ 461,858 Options exercisable at December 31, 2015 233,149 $ 9.82 9.1 $ 29,296 Options vested and expected to vest December 31, 2015 1,044,503 $ 9.37 9.3 $ 375,278 The aggregate intrinsic value in the above table is the difference between the closing common stock price on December 31, 2015 of $8.37 per share and the option exercise price multiplied by the number of in-the-money options as of December 31, 2015. As of December 31, 2015, total unrecognized stock-based compensation expense relating to unvested employee stock option awards, was $4.1 million. This amount is expected to be recognized over a weighted-average period of approximately 3.15 years. There was no unrecognized stock-based compensation expense as of December 31, 2014. The weighted average fair value of stock options granted during the twelve months ended December 31, 2015 was $9.42 per share. Restricted Stock Awards On May 5, 2015, the Company granted 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 vested 50% on November 5, 2015, and will vest 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 December 31, 2015 there was approximately $1.6 million of unrecognized compensation expense related to the restricted stock unit awards, which is expected to be recognized over a weighted-average period of approximately 3.34 years. On November 5, 2015, 180,254 restricted stock units held by the Company’s Chief Executive Officer vested and were settled in shares of the Company’s common stock on a one-for-one basis. The Company withheld 59,794 shares for the federal and state taxes owed on this vesting and settlement. The Company added these shares back to the 2015 Plan share pool. The following summarizes RSU activity for the twelve months ended December 31, 2015: Weighted- Weighted- average average grant remaining Aggregate date value contractual intrinsic Shares per share term (years) value Outstanding at December 31, 2014 — $ — — $ — Granted 360,508 10.00 Vested (180,254 ) 10.00 Forfeited — — Outstanding at December 31, 2015 180,254 $ 10.00 9.3 $ 1,508,726 RSUs expected to vest 172,339 $ 10.00 9.3 $ 1,442,477 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 initially were 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 was implemented effective December 1, 2015 and permits the Company’s employees to purchase shares of the Company’s common stock. Under the ESPP, on the first day of each offering period, each eligible employee for that offering period has the option to enroll for that offering period, which allows the eligible employees to purchase shares of the Company’s common stock at the end of the offering period. Each offering period under the ESPP is for six months, which can be modified from time-to-time. Subject to limitations, each participant is permitted to purchase a number of shares determined by dividing the employee’s accumulated payroll deductions for the offering period by the applicable purchase price, which is equal to 85 percent of the fair market value of our common stock at the beginning or end of each offering period, whichever is less. A participant must designate in his or her enrollment package the percentage (if any) of compensation to be deducted during that offering period for the purchase of stock under the ESPP, subject to the statutory limit under the Internal Revenue Code. As of December 31, 2015, there were 300,000 shares available for future purchase under the ESPP, which was increased to 450,000 shares effective January 1, 2016 pursuant to the automatic increase feature of the ESPP. The ESPP is considered a compensatory plan with the related compensation cost expensed over the six month offering period. As of December 31, 2015, approximately $18,708 of employee payroll deductions which have been withheld since December 1, 2015, are included in additional paid in capital in the accompanying balance sheet. The compensation expense related to the ESPP for the year ended December 31, 2015 was $7,824. Compensation Expense Summary The Company recognized the following compensation cost related to share-based awards in the year ended December 31, 2015: Year ended December 31, 2015 Research and development $ 620,740 General and administrative 3,911,475 Total $ 4,532,215 Compensation expense by type of award in the year ended December 31, 2015 was as follows: Year ended December 31, 2015 Stock options $ 2,582,170 Restricted stock units 1,942,221 Employee Stock Purchase Plan 7,824 Total $ 4,532,215 There was no share-based compensation expense in the year ended on December 31, 2014. |