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 initially permitted for the issuance of equity based instruments covering up to a total of 1,400,000 shares of common stock. In June 2016, our board of directors and stockholders approved an increase of 1,300,000 shares and in June 2017 approved an additional increase of 3,250,000 shares of common stock bringing the total shares allowed under the plan to 5,950,000 . 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. For consultants we use an estimated expected life of the remaining term of the stock option grant, which is initially ten years. 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, 2016 , we granted incentive and non-qualified stock options for the purchase of 55,000 and 291,500 shares, respectively, of our common stock to our employees and a consultant. The stock options have an exercise price range of $1.93 per share to $5.26 per share with a term of 10 years . The stock options vest quarterly over sixteen quarters. The options granted had an aggregate grant date fair value of $166,000 and $467,000 for the three and nine months ended September 30, 2016 , respectively, utilizing the Black-Scholes option valuation model. During the three and nine months ended September 30, 2017 , we granted incentive stock options for the purchase of 131,500 and 299,880 shares, respectively, of our common stock to our employees. The stock options have an exercise price range of $4.36 per share to $4.68 per share with a term of 10 years . Of the shares granted in 2017, 125,880 options vested upon grant, 91,500 vested nine days after grant and the remaining 82,500 stock options vest quarterly over sixteen quarters. The stock options granted had an aggregate grant date fair value of $356,000 and $802,000 for the three and nine months ended September 30, 2017 , respectively, utilizing the Black-Scholes option valuation model. We estimated the fair value of stock options awarded during the nine months ended September 30, 2016 and 2017 using the Black-Scholes option valuation model. The fair values of stock options granted for the periods were estimated using the following assumptions: Stock Option Grants Awarded During the Nine Months Ended September 30, 2016 Stock Option Grants Awarded During the Nine Months Ended September 30, 2017 Stock Price $1.93 to $5.26 $4.36 to $4.68 Dividend Yield 0.00% 0.00% Expected Volatility 60% 60% Risk-free interest rate 1.30% - 1.78% 1.95% - 2.14% Expected Life 7 years 7 years Stock-based compensation expense related to stock options for employees was $157,000 and $100,000 for the three months ended September 30, 2016 and 2017 , respectively and was $420,000 and $332,000 for the nine months ended September 30, 2016 and 2017, 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 period from January 1, 2016 to June 30, 2016 we applied a forfeiture rate of zero as there had been minimal forfeitures to date. Beginning July 1, 2016, we applied a forfeiture rate of six percent which is reflected in our stock-based compensation expense related to stock options for the three months ended September 30, 2016 and for the three and nine months ended September 30, 2017. In January 2017, we modified certain stock options previously granted to a former executive. The modification was made in connection with the executive’s termination. The modification included accelerated vesting of stock options to purchase 8,752 shares of common stock as well as an extension of the exercise period for all vested shares, including stock options to purchase 17,504 shares of common stock. As a result of the modification, additional stock compensation expense of $19,000 was recognized for the nine months ended September 30, 2017. There was no expense related to the modification during the three months ended September 30, 2017. 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 $10,000 and $2,000 for the three months ended September 30, 2016 and 2017 , respectively and was $24,000 and $7,000 for the nine months ended September 30, 2016 and 2017, respectively. Stock Option Award Activity The following is a summary of our stock option activity during the nine months ended September 30, 2017 : Number of Stock Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Outstanding, January 1, 2017 801,690 $ 5.25 $ 3.32 7.40 Granted 299,880 4.44 2.67 9.54 Exercised (27,818 ) 1.95 1.16 — Forfeited (165,192 ) 6.32 4.15 — Outstanding, September 30, 2017 908,560 $ 4.94 $ 3.06 8.23 Number of Stock Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Exercisable, January 1, 2017 419,174 $ 5.94 $ 3.86 6.00 Vested 329,733 4.55 2.76 8.57 Exercised (27,818 ) 1.95 1.16 — Forfeited (129,901 ) 7.13 4.69 — Exercisable, September 30, 2017 591,188 $ 5.30 $ 3.32 7.98 The following table presents information related to stock options outstanding and exercisable at September 30, 2017 : Stock Options Outstanding Stock Options Exercisable Exercise Price Outstanding Number of Stock Options Weighted Average Remaining Life In Years Exercisable Number of Stock Options $1.93 – $2.00 149,000 8.35 55,884 $3.83 – $4.70 369,880 9.40 242,854 $5.06 – $6.00 250,000 6.87 192,509 $6.49 – $7.20 50,000 6.93 37,820 $7.54 – $7.55 57,800 7.21 38,202 $8.06 – $12.98 31,880 4.52 23,919 908,560 7.98 591,188 As of September 30, 2017 , there was $739,000 of unrecognized compensation expense related to unvested employee stock options, which is expected to be recognized over a weighted-average period of approximately 2.5 years . The aggregate intrinsic values of outstanding stock options and vested stock options as of September 30, 2017 were $374,000 and $151,000 , respectively, which represent options whose exercise price was less than the closing fair market value of our common stock on September 30, 2017 of $4.43 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 months ended September 30, 2016 and 2017 we recorded $375,000 and $564,000 , respectively, of stock-based compensation related to the restricted stock unit shares that had been issued to-date. During the nine months ended September 30, 2016 and 2017 we recorded $912,000 and $1,685,000 , respectively, of stock-based compensation related to the restricted stock unit shares that had been issued to-date. Shares vested during the three months ended September 30, 2016 and 2017 were 45,653 and 79,831 , respectively. Shares vested during the nine months ended September 30, 2016 and 2017 were 222,043 and 532,031 , respectively. In January 2017, we modified certain restricted stock units previously granted to a former executive. The modification was made in connection with the executive’s termination. The modification included accelerated vesting of 8,815 units which resulted in additional stock compensation expense of $36,000 for the nine months ended September 30, 2017. There was no expense related to the modification during the three months ended September 30, 2017. A summary of restricted stock unit activity for the nine months ended September 30, 2017 is as follows: Number of Restricted Share Units Weighted- Average Grant-Date Fair Value Outstanding at January 1, 2017 1,455,558 $ 3.64 Granted 529,907 4.48 Vested (532,031 ) 4.20 Forfeited (51,741 ) 5.40 Outstanding at September 30, 2017 1,401,693 $ 4.53 As of September 30, 2017 , there was $4.3 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 2.5 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 In August 2016, we granted 250,000 performance-based restricted stock units to an executive. The restricted stock units are subject to performance-based vesting requirements, measured quarterly, based on the average of (a) the average high daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter and (b) the average low daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter, each as reported by The Nasdaq Stock Market, LLC. The restricted stock units are eligible to be earned on a quarterly basis based on a linear interpolation of the applicable share price, or in the case of a liquidation event, on the day of (or in connection with) such liquidation event based on the applicable transaction price. Once earned, the restricted stock units vest 50% on the date such restricted stock units become earned and 50% on September 30, 2019 . We recognize compensation expense for restricted stock units with performance conditions using a graded vesting model, based on the probability of the performance condition being met, net of estimated pre-vesting forfeitures. The share price on the date of issuance was $5.06 per share. For the three and nine months ended September 30, 2017, we recognized $6,000 and $19,000 , respectively, of stock compensation expense in connection with this award, which is included in general and administrative expenses. Incentive Bonus Awards We provide eligible employees, including executives, the opportunity to earn bonus awards upon achievement of predetermined performance goals and objectives. The purpose is to reward attainment of company goals and/or individual performance objectives, with award opportunities expressed as a percentage of base salary. Bonuses can be measured and paid quarterly and/or annually, and are paid in cash, equity or a combination of cash and equity, in the discretion of our compensation committee. 2015 Incentive Bonus Program During 2015, our employees and executives participated in the 2015 Incentive Bonus Program. The awards under this program contained a combination of service conditions and performance conditions based on the achievement of specified performance thresholds approved by the board. The performance bonus amounts were based on each individual’s salary paid during the year multiplied by a defined bonus multiplier percentage, plus an additional 10% bonus for non-executive employees. In February 2016, upon board approval, we granted 90,265 restricted stock unit awards, of which 45,140 shares vested on the issuance date and the remaining shares vested on January 1, 2017. For the nine months ended September 30, 2016 we recorded a reduction of stock compensation expense of $21,000 in connection with the 2015 Plan which was a result of the decrease in the price of our common stock between December 31, 2015 and the date of grant. There was no expense recorded for the three months ended September 30, 2016, or for the three and nine months ended September 30, 2017, in connection with this program. 2016 Incentive Bonus Program During 2016, our employees and executives participated in the 2016 Incentive Bonus Program. The program provided for the award of annual bonuses if certain performance goals, based on revenue and certain other non-monetary targets, were attained in our 2016 fiscal year. The bonus was payable in cash, restricted stock units or a combination of cash and restricted stock units, as determined by our compensation committee, with the number of restricted stock units to be determined by dividing the dollar value to be paid in restricted stock units by the average closing price of our common stock for the ten trading days ending on the last trading day of 2016. The restricted stock units would have vested in full on the tenth business day following grant. Although the specific performance objectives were not achieved, it was determined that a discretionary bonus would be awarded under the program based on the significant achievements made toward the objectives during the year. The payment method and terms remained the same as the original bonus program. The discretionary awards were granted in February, 2017, and consisted of cash awards totaling $688,000 and equity awards in the form of restricted stock units and stock options which vested in full 10 days following grant. The equity awards consisted of 27,390 restricted stock units with a grant date fair value of $119,000 based on the grant date share price of $4.36 and 125,880 stock options with a grant date fair value of $332,000 using the Black-Scholes option valuation model using the following assumptions: stock price of $4.36 ; dividend yield of 0% ; expected volatility of 60% ; risk-free rate of 2.15% and expected life of 7 years. The total expense for these awards, $1.1 million , was recorded in the fourth quarter of 2016 and was included in accrued salaries and payroll related expenses as of December 31, 2016. The accrual was released upon payment and issuance of the awards in the first quarter of 2017. There was no expense recorded for the three or nine months ended September 30, 2016 and 2017 in connection with this program. 2017 Incentive Bonus Program During 2017, our employees and executives are participating in the 2017 Incentive Bonus Program. The program provides for the award of quarterly and annual bonuses to our employees and executive officers if certain performance goals, based on company-wide billings, expenses and certain other individual non-monetary targets, are attained in quarterly and annual performance periods during our 2017 fiscal year. The awards contain a combination of service conditions and performance conditions based on the achievement of specified performance thresholds. The awards are based on each individual’s annual salary multiplied by a bonus multiplier percentage which has been determined by our compensation committee. The plan also allows for additional discretionary awards to non-executive employees up to 10% of the total base salaries of non-executive employees. Additionally, the annual bonus, as it relates to executive employees, is subject to the achievement of certain stock price thresholds for the ten trading days ending on the last trading day of 2017. The bonuses will be paid in the form of cash, stock options, restricted stock, or a combination thereof. The number of shares underlying equity awards granted to each employee will be determined based on the performance bonus amount to be paid in equity, divided by our closing stock price on the grant date. We recognize compensation expense for the total amount of the bonuses earned during the period earned. For the three and nine months ended September 30, 2017, we recorded $193,000 and $943,000 , respectively, of compensation expense related to the 2017 performance awards as the achievement of the performance conditions was considered probable. Of the expense recorded for the three months ended September 30, 2017, $153,000 is included in research and development expenses and $40,000 is included in general and administrative expenses. Of the expense recorded for the nine months ended September 30, 2017, $584,000 is included in research and development expenses and $359,000 is included in general and administrative expenses. Common Stock Issued for Services In February 2016, we issued 3,000 shares of our common stock to a consultant in exchange for employment recruiting services. In April 2016, we issued 5,549 shares of common stock to a previous employee in connection with a separation agreement. We recorded $0 and $6,000 in stock compensation expense related to the stock issuances for the three and nine months ended September 30, 2016, respectively. The amount of compensation expense related to the consultant shares issued represents the fair value of the stock on the dates of issuance. There was no expense recorded during the three and nine months ended September 30, 2016 related to the shares issued to our previous employee as the value of those shares had been accrued at the time of separation in 2015. There was no expense related to these awards for the three and nine months ended September 30, 2017. Total equity-based compensation costs recorded in the condensed consolidated statements of operations is allocated as follows: Three Months Ended September 30, 2016 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2017 Research and development Employees $ 172,000 $ 304,000 $ 497,000 $ 839,000 Non-employees 5,000 20,000 18,000 61,000 Total research and development 177,000 324,000 515,000 900,000 General and administrative Employees and directors 281,000 314,000 705,000 998,000 Non-employees 94,000 28,000 130,000 126,000 Total general and administrative 375,000 342,000 835,000 1,124,000 Total equity-based compensation $ 552,000 $ 666,000 $ 1,350,000 $ 2,024,000 |