Stock-based compensation | Stock-based compensation Awards outstanding and available for issuance Combining all of the Company’s share-based compensation plans, at December 31, 2018 , the Company has 6,848,861 options outstanding and a further 3,158,353 Awards available for issuance. At the Company’s annual general and special meeting of shareholders on May 19, 2016, the shareholders of the Company approved the adoption of the Company's 2016 Omnibus Share and Incentive Plan (the "2016 Plan") and the reserve of 5,000,000 common shares of the Company issuable pursuant to awards under the 2016 Plan. In June 2011, the shareholders of the Company approved the 2011 Omnibus Share Compensation Plan, as amended in May 2016 (the "2011 Plan"), which still remains in effect. The 2011 Plan replaced the 2007 Omnibus Compensation Plan (the "2007 Plan"). The 2007 Plan continued to govern the options granted thereunder. No further options were granted under the Company’s 2007 Plan. Under the 2016 and 2011 Plans, the Company's board of directors may grant options, and other types of Awards, to employees, directors and consultants of the Company. The exercise price of the options is determined by the Company’s Board of Directors but will be at least equal to the closing market price of the common shares the date of grant and the term may not exceed 10 years. Options granted generally vest over three years for employees and for directors' initial grants, and immediately for directors' annual grants. Additionally, the Company granted a total of 200,000 options in 2013 to two executive officers in conjunction with their new appointments as executive officers. These options were granted in accordance with the policies of the Toronto Stock Exchange and pursuant to newly designated share compensation plans (the “Designated Plans”). During 2016, one of the two executive officers departed from the Company, and the unexercised options under his Designated Plan expired. No new options can be granted under the Designated Plans. The Designated Plan is governed by substantially the same terms as the 2011 Plan. 150,000 options were outstanding for one of the Company's former executive officers as of December 31, 2018 , all of which expired unexercised in February 2019. Hereafter, information on options governed by the 2016 Plan, the 2011 Plan, the 2007 Plan and the Designated Plans (the "Arbutus Plans") is presented on a consolidated basis as the terms of the plans are similar. Information on the Protiva Option Plan and the OnCore Option Plan are presented separately. Stock option activity for the Arbutus Plans Equity-classified stock option activity: Number of optioned common shares Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2016 2,911,204 8.53 56 Options granted 2,026,500 3.20 Options exercised (11,105 ) 3.45 13 Options forfeited, canceled or expired (208,272 ) 11.41 Balance, December 31, 2017 4,718,327 $ 6.06 $ 5,842 Options granted 2,557,669 $ 5.87 Options exercised (357,072 ) $ 3.60 $ 1,142 Options forfeited, canceled or expired (587,836 ) $ 6.71 Balance, December 31, 2018 6,331,088 $ 6.05 $ 1,170 Options under the Arbutus Plans expire at various dates from March 15, 2019 to December 10, 2028. The following table summarizes information pertaining to stock options outstanding at December 31, 2018 under the Arbutus Plans: Options outstanding December 31, 2018 Options exercisable December 31, 2018 Range of Exercise prices (US$) Number of options outstanding Weighted average remaining contractual life (years) Weighted average exercise price (US$) Number of options exercisable Weighted average exercise price (US$) $1.54 to $3.22 1,541,466 8.1 3.13 545,966 3.09 $3.23 to $3.92 340,252 6.4 3.57 248,750 3.57 $3.93 to $3.96 1,084,991 7.2 3.94 729,085 3.94 $3.97 to $4.96 369,850 9.1 4.41 51,833 3.99 $4.97 to $5.34 1,464,204 9.3 5.20 61,450 5.20 $5.35 to $12.55 769,075 8.4 8.09 222,208 7.95 $12.56 to $17.57 761,250 6.1 16.44 761,250 16.44 $1.54 to $17.57 6,331,088 8.0 $ 6.05 2,620,542 $ 7.73 At December 31, 2018 , there were 2,620,542 options exercisable ( December 31, 2017 - 1,520,131 ). The weighted average remaining contractual life of exercisable options as of December 31, 2018 was 6.77 years. The aggregate intrinsic value of in-the-money options exercisable at December 31, 2018 was $469,111 ( December 31, 2017 - $1,098,000 .) A summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2018 is as follows: Number of optioned common shares Weighted average fair value Non-vested at December 31, 2017 3,198,196 $ 3.23 Options granted 2,557,669 4.08 Options vested (1,584,733 ) 4.36 Non-vested options forfeited (460,586 ) 2.82 Non-vested at December 31, 2018 3,710,546 $ 3.39 The weighted average remaining contractual life for options expected to vest at December 31, 2018 was 8.0 years and the weighted average exercise price for these options was $6.05 per share. The aggregate intrinsic value of options expected to vest as of December 31, 2018 was $1,169,784 ( December 31, 2017 - $5,842,000 ). The total fair value of options that vested during the year ended December 31, 2018 was $6,913,360 ( December 31, 2017 - $5,657,000 ). Valuation assumptions for the Arbutus Plans On March 3, 2015, the Company voluntarily de-listed from the Toronto Stock Exchange. All stock options granted after March 3, 2015 were denominated in US dollars based on the Company's stock price on the Nasdaq Global Select Market. The methodology and assumptions used to estimate the fair value of stock options at date of grant under the Black-Scholes option-pricing model remain unchanged. Assumptions on the dividend yield are based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Assumptions about the Company’s expected stock-price volatility are based on the historical volatility of the Company’s publicly traded stock. The risk-free interest rate used for each grant is equal to the zero coupon rate for instruments with a similar expected life. Expected life assumptions are based on the Company’s historical data. The Company recognizes forfeitures as they occur, and the effects of forfeitures are reflected in stock-based compensation expense recorded in the statement of operations and comprehensive loss for the years ended December 31, 2018 and 2017, respectively. The weighted average option pricing assumptions for options granted during the year are as follows: Year ended December 31 2018 2017 Dividend yield — % — % Expected volatility 75.26 % 73.05 % Risk-free interest rate 2.81 % 1.28 % Expected average option term 6.7 years 6.9 years Liability-classified stock option activity: Due to the change in the Company's functional currency as of January 1, 2016, certain stock option awards with exercise prices denominated in Canadian dollars changed from equity classification to liability classification - see note 2. Valuation assumptions Liability options are re-measured to their fair values at each reporting date, using the Black-Scholes valuation model. The methodology and assumptions prevailing at the re-measurement date used to estimate the fair values of liability options remain unchanged from the date of grant of equity classified stock option awards. Assumptions about the Company’s expected stock-price volatility are based on the historical volatility of the Company’s publicly traded stock. The risk-free interest rate used for each grant is equal to the zero coupon rate for instruments with a similar expected life. Expected life assumptions are based on the Company’s historical data. The weighted average Black-Scholes option-pricing assumptions and the resultant fair values as of December 31, 2018 and December 31, 2017 , are presented in the following table: December 31, December 31, 2018 2017 Stock price $ 3.83 $ 5.05 Dividend yield — % — % Expected volatility 75.20 % 70.31 % Risk-free interest rate 2.48 % 2.10 % Expected average term (years) 2.2 4.3 Weighted average fair value per share of options outstanding $ 1.27 $ 2.75 Fair value of vested liability-classified options (in thousands) $ 479 $ 1,239 Stock option activity for liability options Number of optioned common shares Weighted average exercise price Aggregate intrinsic value (in thousands) Balance, December 31, 2017 451,500 $ 5.78 $ 525 Options exercised (30,000 ) 1.73 71 Options forfeited, canceled, or expired (44,000 ) 3.63 — Balance, December 31, 2018 377,500 $ 5.81 $ 224 Liability options expire at various dates from January 27, 2020 to February 4, 2024. The following table summarizes information pertaining to liability options outstanding at December 31, 2018 : Options outstanding December 31, 2018 Options exercisable December 31, 2018 Range of Exercise prices (US$) Number of options outstanding Weighted average remaining contractual life (years) Weighted average exercise price Number of options exercisable Weighted average exercise price $1.25 to $2.29 80,000 2.8 $ 1.50 80,000 $ 1.50 $2.60 to $3.30 35,000 1.9 2.82 35,000 2.82 $3.31 to $5.23 40,000 3.8 3.78 40,000 3.78 $5.24 to $7.93 150,000 4.8 6.69 150,000 6.69 $7.94 to $10.60 17,500 2.6 9.18 17,500 9.18 $10.61 to $12.03 55,000 5.1 12.03 55,000 12.03 $1.25 to $12.03 377,500 3.9 $ 5.82 377,500 $ 5.82 As of December 31, 2018, all liability options were fully vested. Protiva Option Plan In May 2008, as a condition of the acquisition of Protiva, a total of 350,457 common shares of the Company were reserved for the exercise of 519,073 Protiva share options (“Protiva Options”). Upon exercise, each option was converted into approximately 0.6752 shares of the Company (the same ratio at which Protiva common shares were exchanged for Company common shares at completion of the acquisition of Protiva). The Protiva Options had an exercise price of C$0.30 and were fully vested and exercisable as of May 30, 2008. The Protiva Plan expired on March 1, 2018 when the last outstanding options were exercised. The following table sets forth outstanding options under the Protiva Option Plan: Number of Protiva Options Equivalent number of Company common shares Weighted average exercise price (C$) Weighted average exercise price (US$) Balance, December 31, 2016 46,000 31,058 0.30 0.22 Options exercised (6,000 ) (4,051 ) 0.30 0.23 Options forfeited, canceled or expired — — — N/A Balance, December 31, 2017 40,000 27,007 0.30 0.24 Options exercised (40,000 ) (27,007 ) 0.30 0.24 Options forfeited, canceled or expired — — — N/A Balance, December 31, 2018 — — $ — $ — The intrinsic value of Protiva Options exercised in the year ended December 31, 2018 was $132,000 ( 2017 - $10,000 ). OnCore Option Plan As of the acquisition date in March 2015, the Company reserved 184,332 shares for the future exercise of OnCore stock options. The total fair value of OnCore stock options at the date of acquisition has been determined to be $3,287,000 , using the Black-Scholes pricing model with an assumed risk-free interest rate of 0.97% , volatility of 78% , a zero dividend yield and an expected life of 8 years, which are consistent with the assumption inputs used by the Company to determine the fair value of its options. Of the total fair value, $1,127,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution of $2,160,000 was recognized as compensation expense over the vesting period of the stock options through to December 2018. Following the merger, the Company is not permitted to grant any further options under the OnCore Option Plan. The Company has included $524,872 of compensation expense related to the vesting of OnCore stock options for the year ended December 31, 2018 . The following table sets forth outstanding options under the OnCore Option Plan: Number of OnCore Options Equivalent number of Company common shares Weighted average exercise price (US$) Balance, December 31, 2017 183,040 184,332 $ 0.57 Options exercised (43,750 ) (44,059 ) 0.58 Options forfeited, canceled or expired — — N/A Balance, December 31, 2018 139,290 140,273 $ 0.56 At December 31, 2018 , there were 139,290 OnCore options ( 140,273 Arbutus equivalent) exercisable with a weighted average exercise price of $0.56 . The weighted average remaining contractual life of exercisable options as at December 31, 2018 was 5.9 years. The aggregate intrinsic value of in-the-money options exercisable at December 31, 2018 was $458,319 . A summary of the OnCore Option Plan's non-vested stock option activity and related information for the year ended December 31, 2018 is as follows: Number of OnCore Options Equivalent number of Company common shares Weighted average fair value (US$) Non-vested at December 31, 2017 32,128 32,354 $ 17.83 Options vested (32,128 ) (32,354 ) 17.83 Non-vested options forfeited — — N/A Non-vested at December 31, 2018 — — $ 17.83 The total fair value of options that vested during the year ended December 31, 2018 was $576,942 . Stock-based compensation expense Total stock-based compensation expense is comprised of: (1) the vesting options awarded to employees under the Arbutus and OnCore option plans calculated in accordance with the fair value method as described above; and (2) the expiration of repurchase rights related to the post-combination service portion of the total fair value of shares issued to Arbutus Inc.'s employees. The total stock-based compensation has been recorded in the consolidated statement of operations and comprehensive income (loss) as follows: Year ended December 31 2018 2017 Research, development, collaborations and contracts expenses $ 2,670 $ 9,236 General and administrative expenses 3,337 5,881 Total $ 6,007 $ 15,117 At December 31, 2018 , there remains $9,126,000 of unearned compensation expense related to unvested equity employee stock options to be recognized as expense over a weighted-average period of approximately 18 months. Replacement awards Included in the total consideration paid in the Company's acquisition of Arbutus Inc. were common shares issued as replacement awards, which were subject to repurchase provisions. The total fair value of these common shares attributed to the post acquisition period was approximately $56,934,000 and was recognized as compensation expense over the expiry period of repurchase provision rights subsequent to the acquisition date. During 2017, all remaining repurchase provision rights expired and the Company recorded compensation expense of $7,972,000 . |