Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY Common and Preferred Stock In August 2017, the Company entered into a Controlled Equity Offering SM 2014 Stock Incentive Plan and 2015 Stock Incentive Plan In April 2014, the Company’s Board of Directors approved the 2014 Stock Incentive Plan (the “2014 Plan”) and authorized 750,000 shares of common stock to be issued under the 2014 Plan. The Company’s 2015 Stock Incentive Plan (the “2015 Plan”) became effective immediately prior to the closing of the Company’s IPO on May 11, 2016. Upon the effectiveness of the 2015 Plan, 116,863 shares of common stock that remained available for grant under the 2014 Plan became available for grant under the 2015 Plan, and no further awards were available to be issued under the 2014 Plan. The Company’s Board of Directors initially adopted the 2015 Plan in December 2015, subject to stockholder approval, and authorized 750,000 shares of Common Stock to be issued under the 2015 Plan. The 2014 Plan and 2015 Plan provide for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants and advisors of the Company. Amended and Restated 2015 Stock Incentive Plan In March 2018, the Board approved the Amended and Restated 2015 Plan. Upon receipt of stockholder approval at the Company’s 2018 annual meeting in June 2018, the 2015 Plan was amended and restated in its entirety increasing the authorized number of shares of common stock reserved for issuance by 800,000 shares (together with the 2014 Plan, the 2015 Plan, the “Stock Incentive Plans”). Pursuant to the Amended and Restated 2015 Plan, there are 1,666,863 shares authorized for issuance. In addition, to the extent any outstanding awards under the 2014 Plan expire, terminate or are otherwise surrendered, cancelled or forfeited after the closing of the Company’s IPO, those shares are added to the authorized shares under the Amended and Restated 2015 Plan. The total amount of shares authorized for issuance under both the 2014 Plan and the Amended and Restated 2015 Plan is 2,300,000. As of March 31, 2020, the Company had 352,399 shares available for issuance under the Amended and Restated 2015 Plan. The exercise price of stock options cannot be less than the fair value of the common stock on the date of grant. Stock options awarded under the Stock Incentive Plans expire 10 years after the grant date, unless the Board sets a shorter term. There were no stock options granted prior to 2015. The following table summarizes the option activity under the Stock Incentive Plans for the three months ended March 31, 2020 and the year ended December 31, 2019: Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding at December 31, 2018 1,299,565 $ 11.18 $ 881,385 Granted 395,500 9.61 — Exercised — — — Cancelled (22,750 ) 13.36 — Outstanding at December 31, 2019 1,672,315 10.78 — Granted 225,000 1.41 — Exercised — — — Cancelled (315,257 ) 11.26 — Options outstanding at March 31, 2020 1,582,058 $ 9.35 $ — Options exercisable at March 31, 2020 991,466 $ 10.85 $ — As of March 31, 2020, all options outstanding have a weighted-average remaining contractual life of 7.3 years. The weighted-average fair value of all stock options granted for the three months ended March 31, 2020 was $0.98. Intrinsic value at March 31, 2020 and December 31, 2019 is based on the closing price of the Company’s common stock on that date of $0.93 per share and $1.58 per share, respectively. In January 2018, the Company issued a stock option award as an inducement grant for the purchase of an aggregate of 50,000 shares of the Company’s common stock, outside of the Stock Incentive Plans, at an exercise price of $12.02 per share. In February 2019, the Company issued a stock option award as an inducement grant for the purchase of an aggregate of 40,000 shares of the Company’s common stock, outside of the Stock Incentive Plans, at an exercise price of $10.39 per share. These inducement grants are excluded from the option activity table above. The assumptions the Company used to determine the fair value of stock options granted to employees and directors during the three months ended March 31, 2020 and 2019 are as follows, presented on a weighted-average basis: For the Three Months Ended March 31, 2020 2019 Risk-free interest rate 0.7 % 2.6 % Expected term (in years) 6.0 6.0 Expected volatility 82.5 % 81.1 % Expected dividend yield 0 % 0 % Restricted Stock Units Performance-Based Restricted Stock Units In January 2019, the Company issued performance-based RSUs to senior management under the 2015 Plan that represented shares potentially issuable in the future subject to the satisfaction of certain performance milestones as well as a service condition. The vesting of 50% of the performance-based RSUs was based upon the Company’s performance relative to a peer group over a two-year performance period, from January 1, 2019 through December 31, 2020, measured by the Company’s relative total shareholder return. The vesting of 25% of the performance-based RSUs was based on the achievement of a performance goal milestone as of December 31, 2019 and the vesting of the remaining 25% of the performance-based RSUs was based upon the achievement of a performance goal milestone as of December 31, 2020. The Company estimated the fair value of total shareholder return performance-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortizes those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that the Company uses to estimate the fair value of total shareholder return performance-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the total shareholder return performance-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria. The fair value of the performance-based RSUs granted to management in 2019 for the Company’s relative total share return units is based on the Monte Carlo Simulation method on the grant date. The weighted average fair value as of the three months ended March 31, 2020 was $6.62 per share. The Company estimates the fair value of milestone performance-based RSUs at the date of grant using the fair value method and the probability that the specified performance criteria will be met and amortizes the fair value over the requisite service period for each separately vesting tranche of the award when attainment of the milestone is deemed probable. The assumption used to determine the fair value of the performance-based RSUs granted to management in 2019 for the performance goal milestone units is based on the market price of the award on the grant date. Each quarter the Company updates its assessment of the probability that the specified criteria will be achieved and adjusts its estimate of the fair value, if necessary. As of December 31, 2019, the Company did not meet the 2019 milestone under the performance-based RSUs, and accordingly 46,450 shares were returned to the 2015 Plan. The 2020 milestone was not deemed probable, and the previously recognized expense of $0.1 million was reversed during the year ended December 31, 2019. The Company recognized $0.3 million expense related to the total shareholder return component of the performance-based RSUs during the year ended December 31, 2019 . In March 2020, the Company and the recipients of these performance-based RSUs agreed to cancel the agreements and as a result, 139,350 shares were returned to the 2015 Plan. The Company recognized the remaining expense for the total shareholder return performance-based RSUs in the amount of $0.3 million during the three months ended March 31, 2020. The Company did not recognize any expense related to the milestone performance-based RSUs. Time-Based Restricted Stock Units In March 2020, the Company issued 199,000 time-based RSUs to employees under the Amended and Restated 2015 Plan. The weighted average grant date fair value of the time-based RSUs was $1.41 for the three months ended March 31, 2020. The vesting for the time-based RSUs is 50% after one-year from the grant date and the remaining 50% as of December 31, 2021. For the three months ended March 31, 2020, the Company recognized approximately $11,000 expense related to the time-based RSUs. The following table is a rollforward of all RSU activity under the Stock Incentive Plans for the three months ended March 31, 2020: Restricted Stock Units Weighted-Average Grant Date Fair Value Total nonvested units at December 31, 2019 139,350 $ 7.86 Granted 199,000 1.41 Vested — — Cancelled (139,350 ) 7.86 Total nonvested units at March 31, 2020 199,000 $ 1.41 Stock-Based Compensation The following table summarizes the Company’s stock-based compensation expense for the three months ended March 31, 2020 and 2019 (in thousands): For the Three Months Ended March 31, Stock-based compensation: 2020 2019 Research and development $ 275 $ 317 General and administrative 542 655 Total Stock-based compensation $ 817 $ 972 The fair value of stock options vested during the three months ended March 31, 2020 was $1.1 million. At March 31, 2020, there was $3.2 million of unrecognized stock-based compensation expense relating to stock options granted pursuant to the Stock Incentive Plans, which will be recognized over the weighted-average remaining vesting period of 2.4 years. At March 31, 2020, there was $0.3 million of unrecognized stock-based compensation expense relating to the time-based RSUs granted pursuant to the Stock Incentive Plans, which will be recognized over the weighted-average remaining vesting period of 1.8 years. At March 31, 2020, there was no unrecognized stock-based compensation expense relating to the performance-based RSUs. Reserved Shares As of March 31, 2020 and December 31, 2019, the Company reserved the following shares of common stock for issuance of shares resulting from exercise of outstanding warrants and options, convertible shares from the Convertible Term Loan, as well as issuance of shares available for grant under the Stock Incentive Plans: March 31, December 31, 2020 2019 IPO warrants 28,347 28,347 November private placement warrants 1,633,777 1,633,777 Convertible term loan 2,328,642 2,329,143 Pontifax warrants 250,000 250,000 September 2019 warrants 15,000 15,000 2015 amended and restated stock incentive plan 2,133,457 2,160,338 Inducement awards 90,000 90,000 Total 6,479,223 6,506,605 |