STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2014 Omnibus Incentive Plan In January 2014, our board of directors approved the 2014 Omnibus Incentive Plan and amended and restated the plan in March 2014. Our stockholders approved the Amended and Restated 2014 Omnibus Incentive Plan, or the 2014 Plan, in March 2014. Our 2014 Plan permits for the issuance of equity based instruments covering up to an initial total of 1,400,000 shares of common stock. Option Valuation We have computed the fair value of options granted to employees and non-employees using the Black-Scholes option valuation model. The compensation costs of non-employee arrangements are subject to re-measurement at each reporting period over the vesting terms as earned. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term used for options issued to non-employees is the contractual life and the expected term used for options issued to employees is the estimated period of time that options granted are expected to be outstanding. We have estimated the expected life of our employee stock options using the “simplified” method, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to our lack of sufficient historical data. Since our stock has not been publicly traded for a sufficiently long period of time, we are utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within our industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Stock Options to Employees and Consultants During the three and nine months ended September 30, 2014 , we granted incentive stock options for the purchase of 45,000 and 421,500 shares, respectively, of our common stock to our employees. The options have an exercise price range of $6.00 per share to $7.20 per share with a term of 10 years . A portion of the options vested immediately with the remaining options vesting quarterly over eight to sixteen quarters. The stock options granted had an aggregate grant date fair value of $175,000 and $1.7 million for the three and nine months ended September 30, 2014 , respectively, utilizing the Black-Scholes option valuation model. During the three and nine months ended September 30, 2015 , we granted incentive stock options for the purchase of 7,500 and 77,500 shares, respectively, of our common stock to our employees. The options have an exercise price range of $3.83 per share to $12.98 per share with a term of 10 years . The options vest quarterly over sixteen quarters. The options granted had an aggregate grant date fair value of $17,000 and $384,000 for the three and nine months ended September 30, 2015 , respectively, utilizing the Black-Scholes option valuation model. We estimated the fair value of stock options awarded during the nine months ended September 30, 2014 and September 30, 2015 using the Black-Scholes option valuation model. The fair values of stock options granted for the period were estimated using the following assumptions: Stock Option Grants Awarded During the Nine Months Ended September 30, 2014 Stock Option Grants Awarded During the Nine Months Ended September 30, 2015 Stock Price $6.00 to $7.20 $3.83 to $12.98 Dividend Yield 0.00% 0.00% Expected Volatility 56.6% - 69.8% 60% Risk-free interest rate 2.01% - 2.56% 1.44% - 1.86% Expected Life 6.93 to 7 years 7 years Stock-based compensation expense related to stock options for employees was $213,000 and $450,000 for the three and nine months ended September 30, 2015 , respectively, and was $83,000 and $333,000 for the three and nine months ended September 30, 2014 , respectively. We are also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates were revised. For the three and nine months ended September 30, 2015 , there was no forfeiture rate applied as there have been very minimal forfeitures since the grant of awards and we do not expect to incur any for those shares currently awarded. For stock options paid in consideration of services rendered by non-employees, we recognize compensation expense in accordance with the requirements of ASC 505-50. Non-employee stock option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to performance, the value of these stock options, as calculated using the Black-Scholes option valuation model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. Since the fair market value of stock options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options are fully vested. Stock-based compensation expense related to stock options for consultants was $22,000 and $39,000 for the three and nine months ended September 30, 2015 , respectively, and was $15,000 and $227,000 for the three and nine months ended September 30, 2014 , respectively. Stock Option Award Activity The following is a summary of our stock option activity during the nine months ended September 30, 2014 : Number of Weighted Weighted Weighted Total Grant Outstanding, January 1, 2014 — $ — $ — — $ — Granted 421,500 6.00 4.03 9.70 1,701,000 Exercised — — — — — Canceled or expired — — — — — Outstanding, September 30, 2014 421,500 $ 6.00 $ 4.03 9.70 $ 1,701,000 Exercisable, January 1, 2014 — $ — $ — — $ — Vested 124,892 6.00 4.01 9.70 560,000 Exercised — — — — — Canceled or expired — — — — — Exercisable, September 30, 2014 124,892 $ 6.00 $ 4.01 9.70 $ 560,000 The following is a summary of our stock option activity during the nine months ended September 30, 2015 : Number of Stock Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Total Grant Date Fair Value Outstanding, January 1, 2015 491,200 $ 6.13 $ 4.14 9.42 $ 2,034,000 Granted 77,500 8.36 4.95 9.52 384,000 Exercised — — — — — Forfeited (2,400 ) 8.06 5.19 — (12,000 ) Outstanding, September 30, 2015 566,300 $ 6.57 $ 4.25 8.11 $ 2,406,000 Exercisable, January 1, 2015 142,895 $ 6.02 $ 4.01 9.41 $ 574,000 Vested 131,723 6.36 4.19 6.60 552,000 Exercised — — — — — Forfeited (1,200 ) 8.06 5.19 — (6,000 ) Exercisable, September 30, 2015 273,418 $ 6.20 $ 4.09 7.21 $ 1,120,000 The following table presents information related to stock options outstanding and exercisable at September 30, 2015 : Stock Options Outstanding Stock Options Exercisable Exercise Price Outstanding Number of Stock Options Weighted Average Remaining Life In Years Exercisable Number of Stock Options $3.83 – $6.00 391,500 6.95 239,679 $6.49 – $6.97 47,500 8.95 11,723 $7.20 – $8.06 97,300 9.05 18,264 $11.44 – $12.98 30,000 9.41 3,752 566,300 7.21 273,418 As of September 30, 2015 , there was $1.1 million of unrecognized compensation expense related to unvested employee stock options, which is expected to be recognized over a weighted-average period of approximately 2.8 years . The aggregate intrinsic value of outstanding options and options vested as of September 30, 2015 were $13,000 and $400 , respectively, which represent options whose exercise price was less than the closing fair market value of our common stock on September 30, 2015 of $4.68 per share. Restricted Stock Units Activity We account for restricted stock units issued to employees at fair value, based on the market price of our stock on the date of grant, net of estimated forfeitures. The fair value of non-employee restricted stock units awarded are remeasured as the awards vest, and the resulting increase in fair value, if any, is recognized as expense in the period the related services are rendered. During the three and nine months ended September 30, 2015 , we recorded $215,000 and $636,000 respectively, of stock-based compensation related to the restricted stock unit shares that have been issued to-date. During the three and nine months ended September 30, 2014 , we recorded $47,000 and $96,000 , respectively, of stock-based compensation related to restricted stock units. Shares vested during the three and nine months ended September 30, 2015 were 10,161 shares and 37,080 shares, respectively, of which no shares and 4,341 shares, respectively, were surrendered by the employees for payment of payroll tax withholding liabilities. Shares vested during the three and nine months ended September 30, 2014 were 6,407 and 12,817 shares, respectively, of which 1,262 and 2,643 , respectively, were surrendered by the employees for payment of payroll tax withholding liabilities. A summary of restricted stock unit activity for the nine months ended September 30, 2014 is as follows: Number of Restricted Share Units Weighted- Average Grant-Date Fair Value Outstanding at January 1, 2014 — $ — Granted 174,500 6.00 Vested (12,817 ) 6.00 Canceled — — Outstanding at September 30, 2014 161,683 $ 6.00 A summary of restricted stock unit activity for the nine months ended September 30, 2015 is as follows: Number of Restricted Share Units Weighted- Average Grant-Date Fair Value Outstanding at January 1, 2015 131,267 $ 6.00 Granted 343,930 6.36 Vested (37,080 ) 6.14 Canceled (26,446 ) (8.06 ) Outstanding at September 30, 2015 411,671 $ 6.13 As of September 30, 2015 , there was $2.0 million of unrecognized compensation expense related to unvested employee restricted stock unit agreements which is expected to be recognized over a weighted-average period of approximately 2.9 years . For restricted stock unit awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the service period for the entire award. Performance Awards For 2015 we have put in place a performance based bonus program which identifies five specific performance objectives to be accomplished during 2015 for all employees. The awards contain a combination of service conditions and performance conditions based on the achievement of specified performance thresholds approved by the board. The performance bonus amounts will be based on each individual’s salary paid during the year multiplied by the bonus multiplier percentage ranging from 6.67% to 13.34% per objective plus an additional 10% bonus for non-executive employees and a multiplier percentage ranging from 16.67% to 25.00% per objective for executive employees. The performance bonus will be paid in the form of restricted stock units which will vest half on the issuance date and the remaining half on January 1, 2017. The number of shares granted to each employee will be determined based on the performance bonus amount divided by the 10 -day average stock price prior December 31, 2015. The grant date is expected to be in the first quarter of 2016. We recognize stock-based compensation expense for restricted stock units with performance conditions based on the probability of the performance condition being met, net of estimated pre-vesting forfeitures. For the three and nine months ended September 30, 2015 , we recorded $85,000 and $281,000 , respectively, of stock-based compensation which represents one-quarter of one-half and three-quarters of one-half, respectively, of the estimated performance bonus amount. The estimated performance bonus amount has been recorded, as the achievement of a portion of the performance conditions were considered probable. Total equity-based compensation cost recorded in the condensed consolidated statements of operations, which includes the value of stock options and restricted stock units issued to employees, directors and non-employees for services and excludes the performance bonus accrual and warrant consultant cost, is allocated as follows: Three Months Ended September 30, 2014 Three Months Ended September 30, 2015 Nine Months Ended Nine Months Ended Research and development Employees $ 64,000 $ 154,000 $ 230,000 $ 461,000 Non-employees 11,000 13,000 56,000 32,000 General and administrative Employees and directors 53,000 265,000 161,000 593,000 Non-employees 17,000 19,000 198,000 40,000 $ 145,000 $ 451,000 $ 645,000 $ 1,126,000 Common Stock Issued to Consultants In September 2015 we issued a total of 33,000 shares of our common stock to two consultants in exchange for business and corporate development services provided both in Asia and in the United States. We recorded $156,000 in stock compensation expense related to these stock issuances for the three and nine months ended September 30, 2015, which represents the fair value of the stock on the date of issuance. There were no similar items, or expense recorded, for the three or nine months ended September 30, 2014. |