Stock-based compensation | Stock-based compensation Awards outstanding and available for issuance During the year ended December 31, 2020, the Company had stock options outstanding under the following plans (collectively, the “Plans”): the 2016 Omnibus Share and Incentive Plan (the “2016 Plan”), the 2011 Omnibus Share Compensation Plan (the “2011 Plan”), the 2019 inducement grant and the OnCore Option Plan. As of December 31, 2020, the aggregate number of shares authorized for awards under all Plans was 15,790,202. As of December 31, 2020, the Company had 10,669,776 options outstanding and 3,161,471 awards available for issuance under the Plans. The Company issues new common shares of stock to settle options exercised. 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 on the date of grant or the prior day and the term may not exceed 10 years. Options granted generally vest over three In June 2019, the Company provided an inducement grant of 1,112,000 options to its newly hired Chief Executive Officer. These options were awarded in a separate plan as non-qualified awards and are governed by the substantially the same terms as the 2016 Plan. Hereafter, information on options governed by the 2016 Plan, the 2011 Plan and inducement grant (the “Arbutus Plans”) is presented on a consolidated basis as the terms of the plans are similar. Information on the OnCore Option Plan is presented separately. Stock options under the Arbutus Plans Equity-classified stock options under the Arbutus Plans The following table summarizes activity related to the Company’s equity-classified stock options, including its performance options, for the year ended December 31, 2020: Stock Options Outstanding Vested Stock Options Non-Vested Stock Options Number Weighted-Average Exercise Price Number Number Weighted-Average Grant-Date Fair Value Balance as of December 31, 2019 8,249,093 $ 5.00 4,294,649 3,954,444 $ 2.86 Options granted 2,865,350 $ 3.21 — 2,865,350 $ 2.20 Options exercised (125,649) $ 3.04 (125,649) — $ — Options forfeit, canceled or expired (597,118) $ 5.10 (313,861) (283,257) $ 2.53 Options vested — $ — 2,529,247 (2,529,247) $ 2.69 Balance as of December 31, 2020 10,391,676 $ 4.53 6,384,386 4,007,290 $ 2.51 The intrinsic value of options exercised under the Arbutus Plans during 2020 and 2019 are $0.3 million and less than $0.1 million, respectively. The following table summarizes additional information related to the Company’s equity-classified stock options, including its performance options, as of December 31, 2020: As of December 31, 2020 Options outstanding and expected to vest Number of stock options outstanding 10,391,676 Weighted-average exercise price $ 4.53 Intrinsic value (in $000s) $ 3,532 Weighted-average term remaining 6.7 years Vested stock options Number of vested stock options 6,384,386 Weighted-average exercise price $ 5.11 Intrinsic value (in $000s) $ 1,758 Weighted-average term remaining 5.5 years The assumptions used in the Black-Scholes option-pricing for grants made during the years ended December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Expected average option term 6.2 years 7.3 years Expected volatility 80.2 % 75.9 % Expected dividends — % — % Risk-free interest rate 1.2 % 2.27 % Liability-classified stock options under the Arbutus Plans 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). The following table summarizes activity related to the Company’s liability-classified stock options for the year ended December 31, 2020: Stock Options Vested and Outstanding Number Weighted-Average Exercise Price Balance as of December 31, 2019 227,500 $ 5.49 Options exercised (25,000) $ 3.02 Options forfeit, canceled or expired (5,000) $ 3.02 Balance as of December 31, 2020 197,500 $ 6.00 The intrinsic value of liability-classified options exercised during 2020 was less than $0.1 million. The following table summarizes additional information related to the Company’s liability-classified stock options as of December 31, 2020: As of December 31, 2020 Options outstanding and expected to vest Intrinsic value (in $000s) $ 158 Weighted-average term remaining 0.9 years Liability options are re-measured to their fair values at each reporting date, using the Black-Scholes valuation model. The weighted average Black-Scholes option-pricing assumptions and the resultant fair values as of December 31, 2020 and December 31, 2019, are presented in the following table: December 31, 2020 December 31, 2019 Stock price $ 3.55 $ 2.78 Expected average option term 0.9 years 1.6 years Expected volatility 105.66 % 113.1 % Expected dividends — % — % Risk-free interest rate 0.11 % 1.59 % Weighted-average fair value per share $ 1.30 $ 1.11 Total fair value of vested liability-classified options (in $000s) $ 250 $ 253 OnCore Option Plan The Company has reserved shares for the future exercises of OnCore stock options that were granted prior to the merger in 2015. The Company is not permitted to grant any further options under the OnCore Option Plan. The following table summarizes activity related to the OnCore stock options for the year ended December 31, 2020: Stock Options Vested and Outstanding Number of OnCore Options Number of Equivalent Company Common Shares Weighted-Average Exercise Price Balance as of December 31, 2019 99,290 99,991 $ 0.56 Options exercised (19,255) (19,391) $ 0.56 Options forfeit, canceled or expired — — $ — Balance as of December 31, 2020 80,035 80,600 $ 0.56 The intrinsic value of options exercised under the OnCore plan during each of 2020 and 2019 was $0.1 million. The following table summarizes additional information related to the OnCore stock options as of December 31, 2020: As of December 31, 2020 Vested stock options Intrinsic value (in $000s) $ 241 Weighted-average term remaining 3.8 years Employee Stock Purchase Plan In May 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (ESPP) which became effective on May 28, 2020. A total of 1,500,000 common shares were reserved for issuance under the ESPP. Company employees contribute funds via payroll deductions, which are used to buy Company common shares at a discount of up to 15% based on the lower of the price at the start of the offering period and at the end of the relevant purchase period within such offering period. The initial offering period under the ESPP is September 1, 2020 through August 31, 2021 with purchase dates set on February 26, 2021 and August 31, 2021. All 1,500,000 common shares remained available for future issuance under the ESPP at December 31, 2020. For the year ended December 31, 2020, the Company recognized $0.2 million of stock-based compensation expense related to the ESPP. The fair value of the right to acquire stock at a discounted price under the ESPP is calculated using the Black-Scholes valuation model and recorded as stock-based compensation. Expense is recognized over the period the employee contributes to the plan through payroll deductions. Stock-based compensation expense Total stock-based compensation expense was comprised of: (1) vesting of options awarded to employees under the Arbutus and OnCore Plans calculated in accordance with the fair value method as described above; (2) fair value adjustments for the Company’s liability-classified stock options; and (3) amortization of compensation cost related to the ESPP. The Company recognizes forfeitures as they occur, and the effects of forfeitures are reflected in stock-based compensation expense. Stock-based compensation has been recorded in the consolidated statement of operations and comprehensive income (loss) as follows: Year Ended December 31 2020 2019 (in thousands) Research and development $ 3,090 $ 2,971 General and administrative 3,071 3,828 Total $ 6,161 $ 6,799 During the year ended December 31, 2019, the Company recognized $1.1 million of non-cash stock-based compensation expense for the accelerated vesting stock options, related to the departure of the Company’s former President and Chief Executive Officer in June of 2019. At December 31, 2020, there remains $7.8 million of unearned compensation expense related to unvested equity employee stock options to be recognized as expense over a weighted-average period of approximately 2.3 years . |