Stockholders' equity | 5. Stockholders’ equity (a) Share capital Aquinox USA is authorized to issue two classes of stock, common and preferred. The total number of shares Aquinox USA is authorized to issue is 55,000,000 shares, comprised of 50,000,000 common stock and 5,000,000 preferred stock both with a par value of $0.000001 per share. As of September 30, 2017 and December 31, 2016, the total number of shares of common stock issued and outstanding was 23,464,930 and 23,423,150, respectively. As of September 30, 2017 and December 31, 2016, no shares of preferred stock were issued or outstanding. (b) Stock option plan On January 27, 2014, the stockholders of Aquinox USA approved a 2014 Equity Incentive Plan (“2014 Plan”). The 2014 Plan became effective on March 6, 2014. The 2014 Plan is the successor to and continuation of the Joint Canadian Stock Option Plan (the “2006 Plan”). No further grants will be made under the 2006 Plan. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity awards to employees, directors, and consultants. As at September 30, 2017, the maximum number of shares of common stock that may be issued under the 2014 Plan was 2,863,908 shares. Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year for a period of up to 10 years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4% of the total number of shares of capital outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. Stock option transactions and the number of stock options outstanding are summarized below: NUMBER OF SHARES WEIGHTED WEIGHTED (IN YEARS) AGGREGATE (IN Outstanding at December 31, 2016 1,378,352 $ 9.38 7.81 $ 9,829 Options granted 796,790 16.92 Options exercised (41,780 ) 9.35 Options forfeited (59,820 ) 12.42 Outstanding at September 30, 2017 2,073,542 $ 12.19 7.99 $ 6,280 Exercisable as of September 30, 2017 837,318 $ 9.39 6.43 $ 4,021 During the nine months ended September 30, 2017, the Company granted 715,790 stock options to employees and 81,000 stock options to non-employee directors. The stock options granted to employees during the nine months ended September 30, 2017 have exercise prices per share ranging from $13.74 to $17.35 and vest 25% one year after the beginning of the vesting period and thereafter ratably each month over the following thirty-six months. The stock options granted to non-employee directors during the nine months ended September 30, 2017 have an exercise price per share of $13.74 and have a vesting period of one year in equal monthly installments from the beginning of the vesting period for certain grants and a vesting period of three years in equal annual installments from the beginning of the vesting period for other grants. All stock options under the 2014 Plan are subject to a 10-year expiration period. During the three and nine months ended September 30, 2017, 218 and 41,780 shares of common stock were issued upon exercise of options, respectively. (c) Stock-based compensation The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: THREE MONTHS ENDED NINE MONTHS ENDED 2017 2016 2017 2016 Expected volatility 91 % 87 % 91 % 81 % Expected dividends 0 % 0 % 0 % 0 % Expected terms (years) 6.00 6.00 6.00 6.00 Risk free rate 1.87 % 1.07 % 1.89 % 1.23 % Weighted average grant-date fair value of stock options $ 11.13 $ 6.50 $ 12.69 $ 5.76 The Company amortizes the fair value of the stock options on a straight-line basis over the applicable requisite service periods of the awards, which is generally the vesting period. Stock-based compensation expense charged to operating expenses was $1.2 million and $2.9 million for the three and nine months ended September 30, 2017, respectively, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2016, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $11.6 million and $4.4 million as of September 30, 2017 and September 30, 2016, respectively, which is expected to be recognized over a weighted-average period of 2.88 years (September 30, 2016 – 2.89 years). |