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 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 U.S. Treasury's Daily Treasury Yield Curve Rate with a term that best approximates the expected term of the instrument being valued. Stock Options to Employees and Non-Employees During the years ended December 31, 2016 and 2017 , we granted incentive stock options for the purchase of 346,500 and 488,300 shares, respectively, of our common stock to our employees and consultants. The options granted in 2016 have an exercise price range of $1.93 per share to $5.50 per share with a term of ten years. The options granted in 2017 have an exercise price range of $4.36 per share to $7.80 per share with a term of ten years. The options vest over various periods, generally quarterly over sixteen quarters. The options granted in 2016 had an aggregate grant date fair value of $627,000 and the options granted in 2017 had an aggregate grant date fair value of $1.4 million utilizing the Black-Scholes option valuation model. We estimated the fair value of stock options awarded during the years ended December 31, 2016 and 2017 using the Black-Scholes option valuation model. The fair values of stock options granted for the years were estimated using the following assumptions: Option Grants Awarded During the Year Ended December 31, 2016 Option Grants Awarded During the Year Ended December 31, 2017 Stock Price $1.93 - $5.50 $4.36 - $7.80 Dividend Yield 0% 0% Expected Volatility 60.0% 60.0% Risk-free interest rate 1.30% - 2.06% 1.95% - 2.37% Expected Term 7 years 7 to 10years Stock-based compensation expense related to stock options for employees was $529,000 and $435,000 for the years ended December 31, 2016 and 2017, respectively. We 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 year ended December 31, 2016 and 2017. In August 2016, 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 26,876 shares of common stock as well as an extension of the exercise period for all vested shares, including stock options to purchase 43,438 shares of common stock. As a result of the modification, additional stock compensation expense of $48,000 was recognized for the year December 31, 2016. 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 year ended December 31, 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 $27,000 and $9,000 for the years ended December 31, 2016 and 2017 , respectively. Stock Option Award Activity The following is a summary of our stock option activity during the year ended December 31, 2016 : Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Outstanding, January 1, 2016 565,050 $ 6.57 $ 4.25 7.84 Granted 346,500 3.03 1.81 8.51 Exercised — — — — Canceled/Forfeited (109,860 ) 5.08 3.32 — Outstanding, December 31, 2016 801,690 $ 5.25 $ 3.32 7.40 Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Exercisable, January 1, 2016 302,415 $ 6.25 $ 4.11 7.07 Vested 173,010 5.37 3.43 5.95 Exercised — — — — Canceled/Forfeited (56,251 ) 5.87 3.87 — Exercisable, December 31, 2016 419,174 $ 5.94 $ 3.86 6.00 The following is a summary of our stock option activity during the year ended December 31, 2017 : Number of 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 488,300 4.62 2.79 9.51 Exercised (32,928 ) 2.37 1.41 — Canceled/Forfeited (174,572 ) 6.4 4.18 — Outstanding, December 31, 2017 1,082,490 $ 4.87 $ 3.00 8.38 Number of 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 457,338 4.57 2.77 8.65 Exercised (32,928 ) 2.37 1.41 — Canceled/Forfeited (139,281 ) 6.65 4.38 — Exercisable, December 31, 2017 704,303 5.08 3.17 8.15 The following table presents information related to stock options outstanding and exercisable at December 31, 2017 : Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $1.93 - $2.00 149,000 8.10 65,198 $3.83 - $4.70 523,190 9.38 343,198 $5.06 - $6.00 250,000 6.67 197,199 $6.18 – $7.20 70,000 6.67 40,945 $7.54 – $7.80 67,800 6.96 41,817 $8.06 - $12.98 22,500 7.04 15,946 1,082,490 8.15 704,303 As of December 31, 2017 , there was $925,000 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average vesting period of approximately 2.8 years. The aggregate intrinsic value of outstanding options and options vested as of December 31, 2016 were $647,000 and $146,000 , respectively, representing options whose exercise price was less than the closing fair market value of our common stock of $5.05 per share. The aggregate intrinsic value of outstanding options and options vested as of December 31, 2017 were $2.9 million and $1.7 million , respectively, representing options whose exercise price was less than the closing fair market value of our common stock of $7.47 per share. There were no excess tax benefits realized for tax deductions from stock options exercised during the year ended December 31, 2016 as no options were exercised. There were no excess tax benefits realized for tax deductions from stock options exercised during the year ended December 31, 2017 as we have recorded a full valuation allowance against our deferred income taxes. 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 re-measured 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 years ended December 31, 2016 and 2017 we recorded $1.7 million and $2.6 million , respectively, of stock-based compensation related to the restricted stock unit shares that have been issued to-date. A summary of restricted stock unit activity for the year ended December 31, 2016 is as follows: Number of Restricted Share Units Weighted-Average Grant-Date Fair Value Per Share Outstanding at January 1, 2016 375,629 $ 6.16 Granted 1,383,159 3.22 Vested (262,201 ) 4.54 Forfeited (41,029 ) 5.64 Outstanding at December 31, 2016 1,455,558 $ 3.64 A summary of restricted stock unit activity for the year ended December 31, 2017 is as follows: Number of Restricted Share Units Weighted-Average Grant-Date Fair Value Per Share Outstanding at January 1, 2017 1,455,558 $ 3.64 Granted 722,400 5.37 Vested (649,359 ) 4.26 Forfeited (51,741 ) 5.40 Outstanding at December 31, 2017 1,476,858 $ 4.96 As of December 31, 2017 , there was $5.0 million of unrecognized compensation expense related to unvested restricted stock unit agreements which is expected to be recognized over a weighted-average period of approximately 2.4 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. Market-based Awards In August 2016, we granted 250,000 market-based restricted stock units to an executive. The restricted stock units are subject to market-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 market-based 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. To determine the fair value of the award we used a Monte Carlo simulation which simulates future stock prices for the Company and, hence, shares vested, pursuant to the award. A key input into the model is the expected volatility for our stock. This estimate considered the historical volatility of our stock as well as the stock price volatility of guideline public companies. The fair value was determined to be $74,000 . For the years ended December 31, 2016 and 2017, we recognized $8,000 and $24,000 , respectively, of stock compensation expense in connection with this award, which is included in general and administrative expenses. The unamortized expense related to this award is $41,000 and is expected to be recognized over 1.8 years. 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 year ended December 31, 2015, we recognized stock compensation expense of $121,000 in connection with the program, which was included in accrued salaries and payroll related expenses as of year-end. The accrual was released upon issuance of the equity awards in 2016. For the year ended December 31, 2016 we recognized additional stock compensation expense of $44,000 , which is included in the restricted stock unit expense discussed under "Restricted Stock Units Activity" above. There was no expense recorded during the year ended December 31, 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 of 2017 , and consisted of cash awards totaling $688,000 and equity awards in the form of restricted stock units and stock options to vest 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 . For the year ended December 31, 2016, we recorded stock compensation expense of $451,000 in connection with these equity awards and salary expenses of $688,000 related to the cash portion of awards under this program. 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. For the year ended December 31, 2016, $679,000 and $460,000 are included in research and development expenses and general and administrative expenses, respectively. There was no expense recorded for the year ended December 31, 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 10 trading days ending on the last trading day of 2017. The bonuses may 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, based in part by utilizing the stock price on the grant date. We recognize compensation expense for the total amount of the bonuses earned during the period earned. For the year ended December 31, 2017, we recorded a total of $1.5 million of expense related to the 2017 incentive bonus plan as the performance conditions were achieved. Included in the expense for 2017 is $670,000 related to quarterly awards which were paid in the form of stock options and restricted stock units and has been recorded as stock compensation expense. Of the total expense recorded for the year ended December 31, 2017, $916,000 is included in research and development expenses and $625,000 is included in general and administrative expenses. As of December 31, 2017 there was $695,000 included in accrued salaries and payroll related expenses for this program. 2017 Non-executive Bonus Program Effective July 1, 2017 , our non-executive employees participated in the 2017 Non-executive Bonus Program. The program provided for the award of up to 300,000 restricted stock units to be awarded to non-executive employees and consultants based upon the achievement of certain performance conditions before the end of the year. Vesting of the restricted stock units are subject to continued service over the vesting period. Based on the achievement of performance conditions, 180,528 restricted stock units were granted on January 25, 2018 . The awards will vest in four tranches with 25% of the shares vesting on each April 1, 2018, 2019, 2020 and 2021. We recorded $414,000 of stock compensation expense related to the 2017 Non-executive Bonus Program for the year ended December 31, 2017 of which $338,000 and $76,000 is included in research and development expenses and general and administrative expenses, respectively. Common Stock Issued to Non-Employees 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 $6,000 in stock compensation expense related to the stock issuances for the year ended December 31, 2016. 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 year ended December 31, 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. Total equity-based compensation costs recorded in the consolidated statements of comprehensive loss is allocated as follows: Year Ended Year Ended December 31, 2017 Research and development Employees $ 944,000 $ 1,937,000 Non-employees 36,000 181,000 Total research and development 980,000 2,118,000 General and administrative Employees and directors 1,372,000 1,824,000 Non-employees 307,000 179,000 Total general and administrative 1,679,000 2,003,000 Total equity-based compensation 2,659,000 4,121,000 |