Stockholders' Equity | Note 8. Stockholders’ Equity Equity Incentive Plans The Company has adopted the 2014 Equity Incentive Plan, or the Plan. Under the Plan the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance units or performance shares to employees, directors, advisors, and consultants. Options granted under the Plan may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees, including officers and directors. The Board of Directors has the authority to determine to whom stock options will be granted, the number of options, the term, and the exercise price. Options are to be granted at an exercise price not less than fair value. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. The vesting period is normally monthly over a period of 4 years from the vesting date. The contractual term of an option is no longer than five years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options. The terms and conditions governing restricted stock units is at the sole discretion of the Board. As of March 31, 2020, a total of 190,601 shares are available for future grant under the Plan. The Company recognizes stock-based compensation expense related to options and restricted stock units granted to employees, directors and consultants. The compensation expense is allocated on a departmental basis, based on the classification of the award holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements during any of the periods presented. Stock-based compensation expense was recognized in the condensed consolidated statements of operations as follows (in thousands). Three Months Ended March 31, 2020 2019 Research and development $ 99 $ 41 General and administrative 293 207 Total $ 392 $ 248 Stock Options The Company granted options to purchase 464,000 of the Company’s common stock during the three months ended March 31, 2019 Expected life (years) 6.0-6.1 Risk-free interest rate 2.6% Volatility 71% Dividend rate — % The Black-Scholes option-pricing model requires the use of highly subjective assumptions to estimate the fair value of stock-based awards. These assumptions include the following estimates: • Expected life: The expected life of stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. The Company does not believe it is able to rely on historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term for use in estimating the fair value-based measurement of stock options. Therefore, it has opted to use the “simplified method” for estimating the expected term of options. • Risk-free interest rate: The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to liquidity. • Volatility: The estimated volatility rate based on the volatilities of common stock of comparable companies in the Company’s industry. • Dividend rate: The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The following table summarizes stock option transactions for the three months ended March 31, 2020 as issued under the 2014 Plan: Number of Options Weighted- Average Exercise Price per Weighted Average Remaining Contractual Term Outstanding Share (in years) Balance at December 31, 2019 2,123,117 $ 4.62 7.87 Options canceled/forfeited (38,359 ) $ 2.11 Balance at March 31, 2020 2,084,758 $ 4.66 7.59 Options vested at March 31, 2020 1,220,423 $ 6.65 7.01 Options vested and expected to vest at March 31, 2020 2,084,758 $ 4.66 7.59 The weighted-average grant date fair value of options granted was and $1.08 per share for the three months ended March 31, 2019. At March 31, 2020 total unrecognized employee stock-based compensation related to stock options was approximately $919,000, which is expected to be recognized over the weighted-average remaining vesting period of 2.2 years. As of March 31, 2020, the outstanding stock options had an intrinsic value of approximately $883,000. Restricted Stock Units There were 687,257 and 21,415 restricted stock units granted by the Company during the three months ended March 31, 2020 and March 31, 2019, respectively, to employees and directors. The shares granted to directors were 100% vested on the grant date and represent compensation for past board services. The shares granted to employees typically vest annually over a period of four years. The shares were valued based on the Company’s common stock price on the grant date. The following table summarizes restricted stock unit transactions for the three months ended March 31, 2020 as issued under the Plan: Number of Restricted Stock Units Weighted- Average Grant-Date Fair Value per Share Outstanding at December 31, 2019 - Restricted stock units granted 687,257 $ 3.83 Restricted stock units vested (28,757 ) $ 3.35 Outstanding at March 31, 2020 658,500 $ 3.85 The weighted-average grant-date fair value of all restricted stock units granted during the three months ended March 31, 2020 and March 31, 2019 was $3.83 and $2.18, respectively. The fair value of all restricted stock units vested during the three months ended March 31, 2020 and March 31, 2019 was approximately $96,000 and approximately $46,000, respectively. At March 31, 2020 total unrecognized employee stock-based compensation related to restricted stock units was $2.4 million, which is expected to be recognized over the weighted-average remaining vesting period of 3.7 years. 2014 Employee Stock Purchase Plan The Company’s board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and the board of directors will implement commencement of offers thereunder in its discretion. A total of 27,967 shares of the Company’s common stock has been made available for sale under the ESPP. In addition, the ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each year beginning in the year following the initial date that the board of directors authorizes commencement, equal to the least of: • 1.0% of the outstanding shares of the Company’s common stock on the first day of such year; • 55,936 shares; or • such amount as determined by the board of directors. As of March 31, 2020, there were no purchases by employees under this plan. Series D Warrants The Company issued 270,270 Series D Warrants in October 2015, which are exercisable into 540,540 shares of the Company’s common stock, with an exercise price of $8.75 and a term of five years expiring on October 15, 2020. The Company’s Series D Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirements to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Series D Warrant agreement further provides for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Series D Warrant is convertible in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of this securities agreement and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the proceeds to the registration payment arrangement. The Series D Warrant agreement specifically provides that under no circumstances will the Company be required to settle any Series D Warrant exercise for cash, whether by net settlement or otherwise. Accounting Treatment The Company accounts for the Series D Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging. Other Common Stock Warrants As of March 31, 2020, the Company had 102,070 common stock warrants outstanding from the 2010/2012 convertible notes, with an exercise price of $24.35 and a term of 10 years expiring in November 2024. The Company also had 16,500 common stock warrants issued to the underwriter in the Company’s IPO, with an exercise price of $35.70 and a term of 10 years, expiring in November 2024. |