Stock-Based Compensation | 9. Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with 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 ASC 505-50, 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 outstanding 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”). 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 provision 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. 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 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 31 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 or the 2015 Plan that are forfeited, expire, are cancelled or otherwise not issued will again become available under the 2015 Plan. Effective January 1, 2016, 687,312 shares were added to the 2015 Plan, as available for issuance thereunder, pursuant to the automatic increase feature of the 2015 Plan. As of September 30, 2016, 527,812 shares were available for future grant under the 2015 Plan. 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, 2016: risk-free rate of return of 0.5% to 2.1%; expected average option life of 0.3 to 10.0 years; average volatility of 75.9% to 98.7%; 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 nine month period ended September 30, 2016 was based upon the historical volatility of comparable companies. The Company estimated the expected forfeiture rate of 12.4% to 14.8% based on the historical forfeiture rate of comparable companies and estimated the expected dividend rate based on its expectations that it will not pay dividends in the foreseeable future. The following summarizes the stock option activity during the period: Weighted- Weighted- average Aggregate average remaining intrinsic price contractual value Shares per share term (years) (in thousands) Outstanding at December 31, 2015 1,215,828 $ 9.34 9.4 $ 462 Granted 371,577 7.26 10 Exercised (158,404 ) 9.03 1,935 Cancelled / Expired (44,613 ) 10.00 — Outstanding at September 30, 2016 1,384,388 $ 8.79 8.8 $ 40,644 Options exercisable at September 30, 2016 460,396 $ 9.61 8.6 $ 13,142 Options vested and expected to vest as of September 30, 2016 1,227,115 $ 8.86 8.8 $ 35,944 The aggregate intrinsic value in the above table is the difference between the closing common stock price on September 30, 2016 of $38.15 per share and the option exercise price multiplied by the number of in-the-money options as of September 30, 2016. As of September 30, 2016, total unrecognized stock-based compensation expense relating to unvested employee stock options was $3.9 million. This amount is expected to be recognized over a weighted-average period of 2.6 years. The unrecognized stock option-based compensation expense as of September 30, 2015 was $5.2 million. The weighted average fair value of options granted during the three months and nine months ended September 30, 2016 was $9.62 and $7.26 per share, respectively. 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. In March 2016 certain members of the executive team received a total of 158,000 restricted stock units. These restricted stock units have a requisite service period of four years, whereby the awards vest in a series of 48 successive equal monthly installments with the first monthly installment vesting on the grant date and the future installments vesting on the first day of each calendar month thereafter. Continued vesting is subject to continuous service of the employee. The restricted stock units that vest during a calendar year will be settled by delivery of shares of common stock on a one-for-one basis between January 1 and March 15 of the year immediately following the calendar year in which such restricted stock units vest. As of September 30, 2016, there was approximately $1.8 million of unrecognized compensation cost related to the restricted stock unit awards, which is expected to be recognized over a weighted average period of 2.9 years. The following summarizes RSU activity for the nine months ended September 30, 2016: Weighted- Aggregate average grant intrinsic date fair value value Shares per share (in thousands) Unvested balance at December 31, 2015 180,254 $ 10.00 $ 1,509 Granted 158,000 6.75 1,067 Vested (83,128 ) 9.10 Forfeited — — Outstanding at September 30, 2016 255,126 $ 8.28 $ 9,733 Vested and unsettled as of September 30, 2016 23,042 $ 6.75 $ 879 Vested and expected to vest as of September 30, 2016 247,030 $ 8.27 $ 9,424 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 to 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. As of September 30, 2016, there were 428,481 shares available for future purchase under the ESPP, which included the increase 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 September 30, 2016, approximately $148,000 of employee payroll deductions which have been withheld since January 1, 2016 and are included in additional paid in capital in the accompanying condensed balance sheet. The compensation expense related to the ESPP for the three and nine months ended September 30, 2016 was $19,000 and $64,000, respectively. Compensation Expense Summary The Company recognized the following compensation cost related to share-based awards in the three and nine months ended Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 (in thousands) (in thousands) Research and development $ 206 $ 177 $ 648 $ 293 General and administrative 561 1,795 2,021 2,833 Total $ 767 $ 1,972 $ 2,669 $ 3,126 Compensation expense by type of award in the three and nine months ended September 30, 2016 was as follows: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 (in thousands) (in thousands) Stock options $ 569 $ 1,075 $ 1,934 $ 1,671 Restricted stock units 179 897 671 1,455 Employee Stock Purchase Plan 19 — 64 — Total $ 767 $ 1,972 $ 2,669 $ 3,126 |