Stock-Based Compensation | NOTE 8 STOCK-BASED COMPENSATION Terms of the Companys share-based compensation are governed by the Companys 2015 Equity Incentive Plan (the 2015 Plan), 2009 Stock Plan and 2008 Stock Plan (collectively the Plans). The Plans permit the Company to grant non-statutory stock options, incentive stock options and other equity awards to the Companys employees, outside directors and consultants; however, incentive stock options may only be granted to the Companys employees. Beginning June 29, 2015, no further awards may be granted under the 2009 Stock Plan or 2008 Stock Plan. However, to the extent awards under the 2008 Plan or 2009 Plan are forfeited or lapse unexercised or are settled in cash, the common stock subject to such awards will be available for future issuance under the 2015 Plan. On June 3, 2016, the stockholders of the Company approved an amendment to the 2015 Plan at the 2016 Annual Meeting of Stockholders, which among other things, increased the number of shares that may be issued pursuant to awards under the 2015 Plan by 475,000 shares of common stock. As of September 30, 2016, the aggregate number of shares of common stock available for issuance under the 2015 Plan, as amended, was 389,448. The exercise price for options issued under the Plans is determined by the board of directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the 2015 Plan, as amended, will vest as determined by the board of directors but will not exceed a ten-year period. Options Issued to Directors and Employees as Compensation Pursuant to the terms of the Plans, from inception to December 31, 2015, the Company issued options to purchase an aggregate of 2,026,712 shares to its executive officers and employees and non-employee directors for their services on the board of directors and its committees. Of these, 124,064 options were expired or exercised and 1,902,648 options remain outstanding as of December 31, 2015. The exercise prices of these option grants, as determined by the Companys board of directors, range from $0.79 to $13.23 per share, and a portion of these vest subject to certain performance conditions. During the nine months ended September 30, 2016, the Company granted an aggregate of 246,000 non-qualified 10-year term options to purchase shares of the Companys common stock to its employees. Of these, 10,000 options were forfeited and a total of 2,158,648 options issued to executive officers, non-executive employees and non-employee directors remain outstanding as of September 30, 2016. The exercise prices of these option grants, as determined by the Companys board of directors, range from $0.79 to $13.23 per share, and a portion of these vest subject to certain performance conditions. The Company recognized stock-based compensation expense related to these options for these services within general and administrative expense in the accompanying unaudited condensed statements of operations of approximately $333,000 and $752,000 for the three months ended September 30, 2016 and 2015, respectively, and $1.0 and $2.4 million for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, there was approximately $2.0 million of total unrecognized compensation cost related to unvested stock-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.2 years. On October 25, 2016, the Companys board of directors granted 280,088 shares of common stock issuable upon exercise of options, consisting of 140,044 options to each of Andrew J. Ritter, our Founder and President, and Ira E. Ritter, our Executive Chairman and Chief Strategic Officer. The exercise price of these options is $2.60 per share, which reflects the Companys closing price per share on October 25, 2016 (the date of grant). The options vest ratably over 48 months beginning on the date that the Company discloses top-line data of its current phase 2b/3 clinical trial. Options Issued to Nonemployees for Services Received The Company has issued options to purchase an aggregate of 110,573 shares of the Companys common stock since inception to December 31, 2015 to non-employee consultants under the Plans. Of these, 74,687 options have been forfeited or exercised, and 35,886 options remain outstanding as of December 31, 2015. During the nine months ended September 30, 2016, the Company granted an aggregate of 7,000 non-qualified 10-year term options to purchase shares of the Companys common stock to its nonemployee contractors and 15,908 options were forfeited or exercised. As of September 30, 2016, a total of 26,978 options issued to nonemployees remain outstanding. The exercise prices of the outstanding options, as determined by the Companys board of directors, range from $0.72 to $2.25 per share. These outstanding options, with the exception of an option to purchase an aggregate of 7,272 shares granted to a consultant in March 2011, vest 25% upon the first anniversary of the vesting commencement date with the remaining options vesting monthly in equal amounts over 36 months. The option granted to the consultant in March 2011, vested 25% on the date of grant with the remaining shares vesting monthly in equal installments over 36 months. The Company recognized stock-based compensation expense related to these options for these services of approximately $1,800 and $100 for the three months ended September 30, 2016 and 2015, respectively, and approximately $4,500 and $700 for the nine months ended September 30, 2016 and 2015, respectively, within research and development expense in the accompanying unaudited condensed statements of operations. Options Valuation The Company calculates the fair value of stock-based compensation awards granted to employees and nonemployees using the Black-Scholes option-pricing method. If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Companys stock options could change significantly. Higher volatility and longer expected lives would result in an increase to stock-based compensation expense to non-employees determined at the date of grant. Stock-based compensation expense to non-employees affects the Companys research and development expenses. The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: Three Months Ended, Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Expected dividend yield 0.00 % (1) 0.00 % 0.00 % Expected stock price volatility 53.60% - 54.73 % (1) 53.60% - 59.03 % 51.45% - 67.08 % Risk-free interest rate 1.29% - 1.71 % (1) 1.29% - 1.78 % 0.77% - 2.07 % Term of options 10 (1) 10 10 Stock price $1.27 - $1.68 (1) $1.13 - $1.68 $5.86 (1) During the three months ended September 30, 2015, the Company had no unvested options for non-employees and no new options were granted to employees or non-employees during the period. ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. In addition to the assumptions used in the Black-Scholes option-pricing model, the Company also estimates a forfeiture rate to calculate the stock-based compensation for the Companys equity awards. The Company will continue to use judgment in evaluating the expected volatility, expected terms and forfeiture rates utilized for the Companys stock-based compensation calculations on a prospective basis. Management estimated the implied market value of invested capital of the Company by backsolving for the purchase price of the Companys preferred shares for one common share through the option-pricing method. The premise of this method is that the transaction implied a market price for a share which in turn implied values for the other classes of equity based on relative claims on equity value, such as liquidation preferences and conversion rights. The application of the backsolve method considering the Companys capital structure yielded a total market value of invested capital of approximately $15.5 million, $14.4 million, and $8.9 million, of which approximately $819,000, $870,000, and $670,000 were allocated to the total value of common stock as of the Companys three valuation dates of November 7, 2013, July 31, 2012, and December 31, 2010, respectively. On the three valuation dates of November 7, 2013, July 31, 2012, and December 31, 2010, after estimating the market value of invested capital, the Company allocated it to the various equity classes comprising the subject companys capitalization table. This process ultimately results in creating a final estimate of value for the subject companys underlying equity interests. While there are many different value allocation methods, these various methods can be grouped into three general categories as defined by the AICPA Guide, one of which is the Option-Pricing Method (OPM). The Company used the OPM to allocate market value of invested capital to the various equity classes and debt comprising the Companys capitalization structure. The Company chose the OPM over other acceptable methods due to the complex capital structure, the uncertainty related to market conditions, and the lack of visibility on an imminent exit event. Under the OPM, each equity class is modeled as a call option with a distinct claim on the equity of the Company. The options exercise price is based on the Companys total equity value available for each participating equity holder. The characteristics of each equity class determine the equity class claim on the total equity value. By constructing a series of options in which the exercise price is set at incremental levels of value, which correspond to the equity value necessary for each level of equity to participate, the Company determined the incremental option value of each series. When multiplied by the percentage of ownership of each equity class participating under that series, the result is the incremental value allocated to each class under that series. The OPM relies on the Black-Scholes option-pricing model to value the call options on the Companys invested capital. The following inputs were applied in the Black-Scholes calculations of the OPM: Valuation Dates November 7, 2013 July 31, 2012 December 31, 2010 Risk-free rate 0.55 % 0.57 % 2.01 % Maturity (years) 3.00 4.00 5.00 Volatility 58.00 % 61.00 % 61.00 % Discounts ranging from 35.8% to 40% were applied for lack of control and lack of marketability for the common stock. The calculation resulted in a fair value for the common stock of $1.17, $1.19, and $1.03 per share as of the Companys three valuation dates of November 7, 2013, July 31, 2012, and December 31, 2010, respectively. For options issued in 2014, given the Companys distinct possible exit scenarios of an initial public offering, the Company used the probability weighted expected return method (PWERM) to estimate the fair value of the Companys common equity. Under this method, an analysis of future values of a company is performed for several likely liquidity scenarios. The value of the common stock is determined for each scenario at the time of each future liquidity event and discounted back to the present using a risk-adjusted discount rate. The present values of the common stock under each scenario are then weighted based on the probability of each scenario occurring to determine the value for the common stock. The Companys management determined the probability weighting of potential liquidity events to be 45% for an initial public offering and 55% for other scenarios, which represents all other likely outcomes for the Company. Management estimated the implied market value of invested capital of the Company by backsolving for the purchase price of the Companys preferred shares for one common share through the use of OPM. The application of the backsolve method considering the capital structure yielded a total market value of invested capital of approximately $25.2 million, of which approximately $1.4 million was allocated to the total value of common stock as of the Companys valuation date of October 31, 2014. Given the lack of marketability for the common stock, the Company applied a discount of 21.4% for using the average strike put option approach. This resulted in a probability weighted common share value, after adjustment, of $5.86 per share as of valuation date of October 31, 2014. Stock-based Compensation Summary Tables Information regarding the Companys stock option grants to the Companys employees and non-employees, along with the estimated fair value per share of the underlying common stock, for stock options granted since 2005 is summarized as follows: Grant Date Number of Common Shares Underlying Options Granted Exercise Price per Common Share Estimated Fair Value per Share of Common Stock Intrinsic Value Per Option 2005 58,321 $ 0.07 $ 1.79 $ 1.72 2009 60,559 $ 0.72 - $0.79 $ 4.43 $ 3.71 - $3.64 2011 33,846 $ 1.03 $ 1.00 $ 0.00 2012 60,019 $ 1.14 $ 1.14 $ 0.00 2013 100,000 $ 1.14 - $1.30 $ 1.14 $ 0.00 2014 1,626,740 $ 5.86 - $13.23 $ 5.86 $ 0.00 2015 34,000 $ 2.25 $ 2.25 $ 0.00 2016 273,000 $ 1.39 - $1.54 $ 1.39 - $1.54 $ 1.68 The following represents a summary of the options granted to employees and non-employees that are outstanding at September 30, 2016 and changes during the period then ended: Options Weighted Average Exercise Price Outstanding at December 31, 2015 1,938,534 $ 7.081 Granted 273,000 1.525 Exercised/Expired/Forfeited (25,908 ) 1.131 Outstanding at September 30, 2016 2,185,626 $ 6.457 Exercisable at September 30, 2016 999,446 $ 5.606 Expected to be vested 1,186,180 $ 7.175 |