Stock Options | Note 5 - Stock Options The Company has three equity compensation plans: the 2010 Equity Incentive Plan, the 2012 Equity Incentive Plan and the 2014 Equity Incentive Plan (the “Plans”). Originally, the Company was able to grant up to 548,206 and 1,096,411 shares of Common Stock as both incentive stock options (“ISOs”) and nonqualified stock options (“NQs”) under the 2010 Equity Incentive Plan and the 2012 Equity Incentive Plan, respectively. In 2013, the Company’s stockholders approved an increase to 1,279,146 shares authorized for issuance under the 2010 Equity Incentive Plan. In 2014, the Board of Directors of the Company (the “Board”) approved an increase to 1,350,412 shares authorized for issuance under the 2010 Equity Incentive Plan. In 2014, the Company’s stockholders approved the 2014 Equity Incentive Plan pursuant to which the Company may grant up to 1,827,351 shares as both ISOs and NQs (the “Plan Limit”). However, on January 1, 2015 and each January 1 thereafter prior to the termination of the 2014 Equity Incentive Plan, pursuant to the terms of the 2014 Equity Incentive Plan, the Plan Limit was and shall be increased by the lesser of (x) 4% of the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. On January 1, 2015 and January 1, 2016 the Plan Limit was increased to 1,894,890 and 3,047,323 shares, respectively. Pursuant to the terms of the Plans, ISOs have a term of ten years from the date of grant or such shorter term as may be provided in the option agreement. Unless specified otherwise in an individual option agreement, ISOs generally vest over a four year term and NQs generally vest over a three or four year term. Unless terminated by the Board, the Plans shall continue to remain effective for a term of ten years or until such time as no further awards may be granted and all awards granted under the Plans are no longer outstanding. On November 16, 2015, the Company issued non-qualified options to purchase a total of 80,000 shares of common stock to W. Bradford Middlekauff, its newly appointed Senior Vice President, General Counsel and Secretary. The award was granted outside of the Company’s 2014 Equity Incentive Plan and vests over four years with 25% vesting on October 30, 2016, which is one year following Mr. Middlekauff’s date of hire, and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to Mr. Middlekauff’s continued service to the Company through each vesting date and subject to acceleration or forfeiture upon the occurrence of certain events as set forth in Mr. Middlekauff’s option agreement and employment agreement. The award was made pursuant to the NASDAQ exception as a material component of Mr. Middlekauff’s employment compensation. On July 1, 2016, the Company issued non-qualified options to purchase a total of 85,000 shares of common stock to Harry J. Sacks, its newly appointed Vice President, Clinical Development. The award was granted outside of the Company’s 2014 Equity Incentive Plan and vests over four years with 25% vesting on June 20, 2017, which is one year following Dr. Sack’s date of hire, and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to Dr. Sack’s continued service to the Company through each vesting date and subject to acceleration or forfeiture upon the occurrence of certain events as set forth in Dr. Sack’s option agreement. The award was made pursuant to the NASDAQ exception as a material component of Dr. Sack’s employment compensation. The Company’s stock-based compensation expense was recognized in operating expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (unaudited) (unaudited) Stock-Based Compensation Research and development $ 567,452 $ 273,782 $ 1,609,683 $ 702,322 General and administrative 665,579 338,096 2,419,643 864,240 Total $ 1,233,031 $ 611,878 $ 4,029,326 $ 1,566,562 The fair value of options and warrants granted during the three and nine months ended September 30, 2016 and 2015 was estimated using the Black-Scholes option valuation model utilizing the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted Average Weighted Average Weighted Average Weighted Average (unaudited) (unaudited) Volatility 71.80 % 79.80 % 77.96 % 79.80 % Risk-Free Interest Rate 1.19 % 1.59 % 1.38 % 1.74 % Expected Term in Years 6.07 6.08 6.02 6.08 Dividend Rate 0.00 % 0.00 % 0.00 % 0.00 % Fair Value of Option on Grant Date $ 6.78 $ 7.51 $ 5.24 $ 5.22 The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Options outstanding at December 31, 2015 4,302,267 $ 5.19 Granted 1,061,400 7.81 Exercised (63,639 ) 4.62 Forfeited (133,517 ) 5.79 Options outstanding at September 30, 2016 5,166,511 $ 5.72 7.78 $ 24,994,623 Vested and expected to vest at September 30, 2016 5,077,867 $ 5.68 7.76 $ 24,747,792 Exercisable at September 30, 2016 2,810,161 $ 4.22 6.94 $ 17,557,732 At September 30, 2016 there was approximately $10,353,101 of unamortized stock compensation expense, which is expected to be recognized over a remaining average vesting period of 1.39 years. |