Note 9 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
9. Stock-based Compensation |
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We currently have the following stock-based incentive plans: |
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2013 Employee Stock Purchase Plan |
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The 2013 Employee Stock Purchase Plan (the “ESPP”) was adopted by our board of directors and approved by our stockholders, and became effective in connection with our initial public offering in May 2013. The ESPP authorizes the issuance of 175,000 shares of common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2014 through January 1, 2023, by the least of (a) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, (b) 200,000 shares, or (c) a number determined by our board of directors that is less than (a) and (b). The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). As of September 30, 2013, no shares of common stock have been purchased under the ESPP. |
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2013 Equity Incentive Plan |
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The 2013 Equity Incentive Plan (the “2013 Plan”) is the successor to and continuation of the 2006 Equity Incentive Plan and the Insys Pharma, Inc., Amended and Restated Equity Incentive Plan. The 2013 Plan was adopted by our board of directors and approved by our stockholders, and became effective in connection with our initial public offering in May 2013. The 2013 Plan provides for the grant of stock awards, including stock options, restricted stock, stock appreciation rights, performance units, performance shares and other stock awards, to our employees, directors and consultants. Upon the effectiveness of the 2013 Plan, 3,623,842 shares were reserved for future issuance. As of September 30, 2013, options to purchase 1,457,608 shares of common stock were outstanding. |
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2006 Equity Incentive Plan |
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The 2006 Equity Incentive Plan (the “2006 Plan”) provided for the grant of stock awards, including stock options, restricted stock, stock appreciation rights, performance units, performance shares and other stock awards, to our employees, directors and consultants. The 2006 Plan was adopted in April 2006. As of September 30, 2013, options to purchase 1,102,002 shares of common stock were outstanding. The 2006 Plan has been terminated and we will not grant additional equity awards under the 2006 Plan. |
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Awards under the 2006 Plan generally consisted of stock options that have an exercise price equal to the fair market value of our common stock on the date of grant, a ten-year term, and generally vested ratably over four years, subject to continuous service. Stock awards granted to our non-employee directors under the 2006 Plan typically vested one year from the date of grant. Outstanding awards under the 2006 Plan vest immediately upon a change in control. Although the 2006 Plan provided for the issuance of performance units and performance shares, we did not make grants of these types of awards. |
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Insys Pharma, Inc. Amended and Restated Equity Incentive Plan |
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Insys Pharma’s Amended and Restated Equity Incentive Plan (the “Plan”) provided for the grant of stock options to employees, directors and consultants to acquire Insys Pharma’s voting and non-voting common stock. The Plan was originally adopted by Insys Pharma in December 2002 and was amended and restated in June 2006. In connection with the NeoPharm merger in November 2010, all of the outstanding options granted under the Plan were assumed by us and were converted into options to purchase shares of our common stock at the exchange ratio set forth in the merger agreement. As of September 30, 2013, vested options to purchase an aggregate of 1,009,579 shares of our common stock under the Plan were outstanding. There were no unvested options outstanding under the Plan as of September 30, 2013. The Plan has been terminated and we will not grant additional equity awards under the Plan. |
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Option awards under the Plan were generally granted with an exercise price equal to the fair market value of Insys Pharma’s common stock on the date of grant. Option awards under the Plan typically had a ten-year life and vested within the first two years of the grant, subject to continuous service. Option awards granted to Insys Pharma’s non-employee consultants under the Plan typically vested within two years from the date of grant. These options were marked to market at each reporting period. The expense associated with these adjustments has historically been immaterial. |
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Amounts recognized in the consolidated statements of comprehensive income (loss) with respect to our stock-based compensation plans were as follows (dollars in thousands): |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | | | | | | | | | | | | | | | |
Research and development | | $ | 247 | | | $ | 257 | | | $ | 874 | | | $ | 797 | |
General and administrative | | | 1,450 | | | | 314 | | | | 3,227 | | | | 1,060 | |
Total cost of stock-based compensation | | $ | 1,697 | | | $ | 571 | | | $ | 4,101 | | | $ | 1,857 | |
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As of September 30, 2013, we expected to recognize $20,645,000 of stock-based compensation for outstanding options over a weighted-average period of 3.2 years. |
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The following table summarizes stock option activity as of December 31, 2012 and for the nine months ended September 30, 2013: |
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| | Number of | | | Weighted | | | Weighted | | | Aggregate | |
Shares | Average | Average | Intrinsic |
| Exercise | Remaining | Value (in |
| Price | Contractual | millions) |
| | Term (in | |
| | years) | |
| | | | | | | | | | | | | | | | |
Vested and exercisable as of December 31, 2012 | | | 1,263,197 | | | $ | 2.79 | | | | 7.44 | | | $ | 3.5 | |
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Outstanding as of December 31, 2012 | | | 2,162,114 | | | $ | 3.18 | | | | 8.21 | | | $ | 10.2 | |
Granted | | | 1,459,700 | | | $ | 14.05 | | | | | | | | | |
Cancelled | | | (33,509 | ) | | $ | 4.21 | | | | | | | | | |
Exercised | | | (19,116 | ) | | $ | 4.97 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding as of September 30, 2013 | | | 3,569,189 | | | | 7.61 | | | | 7.09 | | | $ | 97.8 | |
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Vested and exercisable as of September 30, 2013 | | | 1,628,138 | | | | 3.4 | | | | 7.09 | | | $ | 51.5 | |
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