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 Non-Employees During the three months ended March 31, 2017 , we granted incentive stock options for the purchase of 150,880 shares of our common stock to our employees. The stock options have an exercise price range of $4.36 per share to $4.37 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 $397,000 , utilizing the Black-Scholes option valuation model. During the three months ended March 31, 2018 , we granted incentive stock options for the purchase of 37,500 shares of our common stock to our employees. The stock options have an exercise price range of $5.01 per share to $5.96 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 $141,000 , utilizing the Black-Scholes option valuation model. We estimated the fair value of stock options awarded during the three months ended March 31, 2017 and 2018 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 Three Months Ended March 31, 2017 Stock Option Grants Awarded During the Three Months Ended March 31, 2018 Stock Price $4.36 to $4.37 $5.01 to $5.96 Dividend Yield 0.00% 0.00% Expected Volatility 60% 70% Risk-free interest rate 2.09% - 2.14% 2.50% - 2.61% Expected Life 7 years 7 years Stock-based compensation expense related to stock options for employees was $131,000 and $105,000 for the three months ended March 31, 2017 and 2018 , exclusive of options issued in connection with our incentive programs which are discussed below. For all employee stock options, 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. During the three months ended March 31, 2017 and 2018 , we applied a forfeiture rate of six percent, which is reflected in our stock-based compensation expense related to stock options. 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 three months ended March 31, 2017 . There was no expense related to the modification during the three months ended March 31, 2018 . 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 $3,000 and $2,000 for the three months ended March 31, 2017 and 2018 , respectively, exclusive of options issued in connection with our incentive programs which are discussed below. Stock Option Award Activity The following is a summary of our stock option activity during the three months ended March 31, 2018 : Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Outstanding, January 1, 2018 1,082,490 $ 4.87 $ 3.00 8.38 Granted 37,500 5.57 3.77 9.83 Exercised — — — — Canceled / Forfeited (39,838 ) 4.56 2.74 — Outstanding, March 31, 2018 1,080,152 $ 4.90 $ 3.03 8.03 Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life In Years Exercisable, January 1, 2018 704,303 $ 5.08 $ 3.17 8.15 Vested 37,470 4.73 2.86 7.84 Exercised — — — — Canceled / Forfeited — — — — Exercisable, March 31, 2018 741,773 $ 5.06 $ 3.15 7.72 The following table presents information related to stock options outstanding and exercisable at March 31, 2018 : 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 7.85 74,512 $3.83 – $4.70 492,724 8.83 356,640 $5.01 – $6.00 278,128 6.23 201,889 $6.18 – $7.20 70,000 6.52 45,321 $7.54 – $7.80 67,800 6.75 46,058 $8.06 – $12.98 22,500 6.80 17,353 1,080,152 7.72 741,773 As of March 31, 2018 , there was $846,000 of unrecognized compensation expense related to unvested employee stock options, which is expected to be recognized over a weighted-average period of approximately 2.7 years . The aggregate intrinsic values of outstanding stock options and vested stock options as of March 31, 2018 were $178,000 and $91,000 , respectively, which represent options whose exercise price was less than the closing fair market value of our common stock on March 31, 2018 of $3.19 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 March 31, 2017 and 2018 we recorded $559,000 and $566,000 , respectively, of stock-based compensation related to the restricted stock unit shares that had been issued to-date. 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 three months ended March 31, 2017 . There was no expense related to the modification during the three months ended March 31, 2018 . A summary of restricted stock unit activity for the three months ended March 31, 2018 is as follows: Number of Restricted Share Units Weighted- Average Grant-Date Fair Value Per Share Outstanding at January 1, 2018 1,476,858 $ 4.96 Granted 270,528 6.08 Vested (184,818 ) 5.32 Forfeited (6,799 ) 4.98 Outstanding at March 31, 2018 1,555,769 $ 5.11 As of March 31, 2018 , there was $5.5 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 2.3 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 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 months ended March 31, 2017, and 2018, we recognized $7,000 and $6,000 , 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 $35,000 and is expected to be recognized over 1.5 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. 2017 Incentive Bonus Program During 2017, our employees and executives participated in the 2017 Incentive Bonus Program. The program provided 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, were attained in quarterly and annual performance periods during our 2017 fiscal year. The awards contained a combination of service conditions and performance conditions based on the achievement of specified performance thresholds. The awards were based on each individual’s annual salary multiplied by a bonus multiplier percentage which had been determined by our compensation committee. The plan also allowed 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 related to executive employees, was subject to the achievement of certain stock price thresholds for the 10 trading days ending on the last trading day of 2017. The bonuses were to 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 were 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 recognized compensation expense for the total amount of the bonuses earned during the period earned. For the three months ended March 31, 2017 , we recorded a total of $415,000 of expense related to the 2017 incentive bonus plan as the performance conditions were achieved. Included in the expense for 2017 was $306,000 related to quarterly awards which were paid one-half in the form of restricted stock units and one-half in cash. A total of $153,000 was recorded as stock compensation expense, which represented the grant date fair value of the restricted stock units awarded. Of the total expense recorded for the three months ended March 31, 2017 , $224,000 is included in research and development expenses and $191,000 is included in general and administrative expenses. There was no expense for the quarter ended March 31, 2018 in connection with 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 were 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 vest in four tranches with 25% of the shares vesting on each April 1, 2018, 2019, 2020 and 2021. For the three months ended March 31, 2018 , we recorded $87,000 of stock compensation expense related to the 2017 Non-executive Bonus Program of which $70,000 and $17,000 is included in research and development expenses and general and administrative expenses, respectively. There was no expense recorded for the three months ended March 31, 2017 as the program had not yet been adopted. 2018 Incentive Bonus Program During 2018, our employees and executives, exclusive of the CEO, are participating in the 2018 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 2018 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. 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 recognized compensation expense for the total amount of the bonuses earned during the period earned. For the three months ended March 31, 2018, we recorded a total of $604,000 of expense related to the 2018 incentive bonus plan as the performance conditions were achieved. Included in the expense for 2018 was $291,000 related to quarterly awards which will be paid in the form of restricted stock units, which are expected to be granted in May 2018 and will vest immediately. A total of $ 313,000 was recorded as compensation expense and primarily represents an accrual for the annual component of the bonus program. The accrual is included in accrued salaries and payroll related expenses as of March 31, 2018. Of the total expense recorded for the three months ended March 31, 2018, $390,000 is included in research and development expenses and $214,000 is included in general and administrative expenses. There was no expense for the quarter ended March 31, 2017 in connection with this program as the program was not in place at that time. 2018 CEO Incentive Bonus Program During 2018, our CEO is participating in the 2018 CEO Incentive Bonus Program. The program provides for the award of an annual bonus to our CEO if certain performance goals, based on company-wide billings and expenses are attained in the annual performance period during our 2018 fiscal year. Additionally, the annual bonus is subject to the achievement of certain stock price thresholds for the 10 trading days ending on December 19, 2018. We recognize compensation expense for the total amount of the bonus earned during the period earned. For the three months ended March 31, 2018 , we recorded $41,000 of compensation expense related to the 2018 CEO incentive bonus program as certain of the achievements of the performance conditions were considered probable. The expense was included in general and administrative expenses. Total equity-based compensation costs recorded in the condensed consolidated statements of operations is allocated as follows: Three Months Ended March 31, 2017 Three Months Ended March 31, 2018 Research and development Employees $ 226,000 $ 536,000 Non-employees 26,000 (5,000 ) Total research and development 252,000 531,000 General and administrative Employees and directors 367,000 407,000 Non-employees 74,000 25,000 Total general and administrative 441,000 432,000 Total equity-based compensation $ 693,000 $ 963,000 |