Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 |
Stockholders Equity Note [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
| -8 | Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | |
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| (a) | Share-Based Payments | | | | | | | | | | | | | | | | | | | | | |
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The Company recognizes stock-based compensation expense for grants of stock option awards, restricted stock units and restricted stock under the Company’s Incentive Plan to employees and nonemployee members of the Company’s board of directors based on the grant-date fair value of those awards. The grant-date fair value of an award is generally recognized as compensation expense over the award’s requisite service period. In addition, the Company grants performance-based stock option awards and restricted stock grants, which vest based upon the Company satisfying certain performance conditions. Potential compensation cost, measured on the grant date, related to these performance options will be recognized only if, and when, the Company estimates that these options will vest, which is based on whether the Company considers the options’ performance conditions to be probable of attainment. The Company’s estimates of the number of performance-based options that will vest will be revised, if necessary, in subsequent periods. In addition, the Company grants stock options to nonemployee consultants from time to time in exchange for services performed for the Company. Equity instruments granted to nonemployees are subject to periodic measurement revaluation over their vesting terms. |
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On January 6, 2014, the Company modified 366,126 existing time-vested and performance options as well as restricted stock awards of two retiring board of directors by fully vesting all unvested equity awards and extending the exercise period to three years from the date of modification. Compensation expense of $836,000 was recorded as a result of the modification. Additionally on January 31, 2013, the Company modified 907,336 existing time-vested and performance stock options by lowering the exercise price to $2.81. Additionally, the Company modified the vesting terms for its unvested performance stock options and unvested restricted stock to vest on the earlier of the first dosing in the pivotal clinical study for its lead drug candidate, or 50% on January 31, 2014 and 50% on January 31, 2015. Compensation expense of $422,000 was recorded as a result of the modifications. In August 2013, the Company determined that it was probable that the performance milestone related to these unvested stock options and restricted stock awards would occur. As a result, the remaining compensation expense between the date the milestone became probable and the expected milestone date of February 2014 was recognized ratably over that period. |
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The Company uses the Black-Scholes model to compute the estimated fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to (i) expected volatility of the Company’s common stock price, (ii) the periods of time over which employees and members of the board of directors are expected to hold their options prior to exercise (expected term), (iii) expected dividend yield on the Common Stock, and (iv) risk-free interest rates. Stock-based compensation expense also includes an estimate, which is made at the time of grant, of the number of awards that are expected to be forfeited. This estimate is revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation cost that has been expensed in the statements of operations amounted to $240,000 and $160,000 for the three months ended September 30, 2014 and 2013 and $1.5 million and $759,000 for the nine months ended September 30, 2014 and 2013, allocated as follows: |
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| | Three Months Ended | | Nine Months Ended | | | | | | | | | | | |
September 30, | September 30, | | | | | | | | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | | | | |
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Research and development | | $ | 89,730 | | $ | 46,594 | | $ | 360,394 | | $ | 236,314 | | | | | | | | | | | |
General and administrative | | | 150,041 | | | 113,687 | | | 1,093,503 | | | 522,453 | | | | | | | | | | | |
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| | $ | 239,771 | | $ | 160,281 | | $ | 1,453,897 | | $ | 758,767 | | | | | | | | | | | |
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The Company issued 294,189 and 51,390 stock options during the three months ended September 30, 2014 and 2013 and 331,689 and 285,527 stock options during the nine months ended September 30, 2014 and 2013. |
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Key assumptions used in the determination of the fair value of stock options granted are as follows: |
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Expected Term: The expected term represents the period that the stock-based awards are expected to be outstanding. Due to limited historical experience of similar awards, the expected term was estimated using the simplified method in accordance with the provisions of Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, for awards with stated or implied service periods. The simplified method defines the expected term as the average of the contractual term and the vesting period of the stock option. For awards with performance conditions, and that have the contractual term to satisfy the performance condition, the contractual term was used. |
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Risk-Free Interest Rate: The risk-free interest rate used was based on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term. |
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Expected Dividend: The expected dividend assumption is based on management’s current expectation about the Company’s anticipated dividend policy. The Company does not anticipate declaring dividends in the foreseeable future. |
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Expected Volatility: Since the Company does not have sufficient trading history, the volatility factor was based on a combination of the Company's volatility since being listed on the NASDAQ Capital Market and the average of eleven similar public companies. When selecting similar companies, the Company considered the industry, stage of life cycle, size, and financial leverage. |
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For options granted during the nine months ended September 30, 2014, the Company calculated the fair value of each option grant on the respective dates of grant using the following weighted average assumptions: |
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| | 2014 | | | | | | | | | | | | | | | | | | | | |
Expected term | | | 5.87 years | | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate | | | 1.75 | % | | | | | | | | | | | | | | | | | | | |
Expected dividend yield | | | — | | | | | | | | | | | | | | | | | | | | |
Expected volatility | | | 76.17 | % | | | | | | | | | | | | | | | | | | | |
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FASB ASC 718, Stock Compensation requires the Company to recognize compensation expense for the portion of options that are expected to vest. Therefore, the Company applied estimated forfeiture rates that were derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. |
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As of September 30, 2014, there was approximately $2.1 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s Incentive Plan. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the award that is vested at that date. The weighted average fair value of share-based compensation awards granted during the nine months ended September 30, 2014 and 2013, was approximately $5.48 and $2.06, respectively. |
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| (b) | Stock Option Plan | | | | | | | | | | | | | | | | | | | | | |
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In April 2014, the board of directors adopted the 2014 Stock and Incentive Plan ("2014 Plan") subject to shareholder approval which was received in June 2014. The 2014 Plan provides for the granting of nonqualified and incentive stock options, stock appreciation rights, restricted stock units, restricted stock and dividend equivalents. An aggregate of 1,000,000 shares are authorized for issuance under the 2014 Plan. Additionally, 271,906 remaining authorized shares under the 2011 Equity Incentive Plan ("2011 Plan") are issuable under the 2014 Plan. In January 2011, the board of directors adopted the 2011 Plan that provides for the granting of nonqualified and incentive stock options, restricted stock units and restricted stock. The 2011 Plan assumed all of the obligations, which existed under the previous 2000 Stock Option Plan. Under the 2011 Plan, the Company has granted nonqualified and incentive stock options for the purchase of common stock to directors, employees and nonemployees providing services to the Company. The board of directors, on an option-by-option basis, determines the number of shares, exercise price, term, and vesting period. Options granted generally have a ten-year contractual life. An aggregate of 1,271,906 shares are authorized for issuance under the 2014 Plan, with 977,717 shares remaining available for grant as of September 30, 2014. |
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A summary of stock option activity is as follows: |
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| | Outstanding stock options | | | | | | | | | | | | | | | | | |
| | Number of | | Weighted average | | | | | | | | | | | | | | | | | |
shares | exercise price | | | | | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 1,264,345 | | $ | 3.25 | | | | | | | | | | | | | | | | | |
Options granted | | | 331,689 | | | 8.3 | | | | | | | | | | | | | | | | | |
Options exercised | | | -20,205 | | | 2.81 | | | | | | | | | | | | | | | | | |
Options forfeited | | | -3,621 | | | 5.73 | | | | | | | | | | | | | | | | | |
Options cancelled | | | -1,112 | | | 12.84 | | | | | | | | | | | | | | | | | |
Balance at September 30, 2014 | | | 1,571,096 | | | 4.31 | | | | | | | | | | | | | | | | | |
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Options exercisable at September 30, 2014 | | | 1,073,897 | | | 2.88 | | | | | | | | | | | | | | | | | |
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The following table summarizes information about stock options outstanding and exercisable at September 30, 2014: |
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Options outstanding | | Options exercisable | |
Number | | Weighted | | Weighted | | Aggregate intrinsic | | Number | | Weighted | | Weighted | | Aggregate | |
outstanding | average | average | value | exerciseable | average | average | intrinsic |
| remaining | exercise | | | remaining | exercise | value |
| contractual | price | | | contractual | price | |
| life | | | | life | | |
| (Years) | | | | (Years) | | |
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| 1,571,096 | | | 7.39 | | $ | 4.31 | | $ | 3,695,692 | | | 1,073,897 | | | 6.42 | | $ | 2.88 | | $ | 3,475,891 | |
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The intrinsic value for stock options is defined as the difference between the current market value and the exercise price. There were 20,205 and 3,761 stock options exercised during the nine months ended September 30, 2014 and 2013, respectively. |
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| (c) | Restricted Common Stock | | | | | | | | | | | | | | | | | | | | | |
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In 2010, the Company issued 112,720 shares of restricted common stock to employees. Ten percent of the issued restricted common stock vested on December 31, 2011. The remaining ninety percent of the restricted shares were modified on January 31, 2013 to vest on the earlier of the first dosing in the pivotal clinical study for its lead drug candidate, or 50% on January 31, 2014 and 50% on January 31, 2015. All shares of restricted common stock related to this issuance became fully vested on February 10, 2014. |
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In June 2013, the Company accelerated the vesting and repurchased a combined total of 8,625 shares of restricted common stock from six employees at a price of $6.16 per share. The acceleration of the vesting resulted in the recognition of $16,437 in stock-based compensation expense. The repurchased shares were retired during the reverse merger and charged against additional paid-in-capital (see note 2). |
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In September 2013, the Company issued 12,000 shares of restricted common stock to an employee. These shares vest over time with one-third vesting on the one-year anniversary of award, with the balance vesting monthly on a pro-rata basis over the subsequent two years. |
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Additionally, restricted shares issued to two members of the board of directors were further modified upon their retirement on January 6, 2014 to fully vest unvested restricted shares. Compensation expense was recorded as a result of the modifications (see note 8(a)). The grant date fair value of these shares when issued was $5.75 per share. |
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The Company includes unvested restricted stock in outstanding shares for financial reporting purposes when the awards vest. |
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A summary of restricted common stock activity is as follows: |
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| | Number of | | | | | | | | | | | | | | | | | | | | |
unvested restricted | | | | | | | | | | | | | | | | | | | |
shares | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013 | | | 103,784 | | | | | | | | | | | | | | | | | | | | |
Granted | | | - | | | | | | | | | | | | | | | | | | | | |
Vested | | | -95,784 | | | | | | | | | | | | | | | | | | | | |
Cancelled | | | - | | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2014 | | | 8,000 | | | | | | | | | | | | | | | | | | | | |
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| (d) | Restricted Stock Units | | | | | | | | | | | | | | | | | | | | | |
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A summary of restricted stock unit activity is as follows: |
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| | Restricted | | | | | | | | | | | | | | | | | | | | |
Stock Units | | | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013 | | | 15,000 | | | | | | | | | | | | | | | | | | | | |
Granted | | | - | | | | | | | | | | | | | | | | | | | | |
Vested | | | - | | | | | | | | | | | | | | | | | | | | |
Cancelled | | | - | | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2014 | | | 15,000 | | | | | | | | | | | | | | | | | | | | |
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| (e) | Warrants | | | | | | | | | | | | | | | | | | | | | |
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For charitable purposes, on December 23, 2003, the Company granted warrants to a local university for 20,467 shares of common stock at a price of $12.21 per share with an original expiration date of December 31, 2010. In January 2011, the Company extended the term to December 31, 2015 at the same price. As of September 30, 2014, all warrants remain outstanding. |
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