Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2015 |
Stock-Based Compensation | |
Stock-Based Compensation | |
8. Stock-Based Compensation |
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Equity Incentive Plans |
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As of March 31, 2015 and September 30, 2014, the Company had four equity incentive plans, all of which are sponsored by the Company, with the exception of the separate stock option plan of StrataGent, Inc., a corporation acquired by the Company on September 20, 2007 (the “StrataGent Plan”). The Company assumed all unexpired, unexercised options outstanding for those employees of StrataGent who remained Company employees after the merger. Each StrataGent option became exercisable into whole shares of Corium stock based on an agreed exchange ratio and per share exercise price such that the total value of the option grant did not change. The Company elected to make no further grants under the StrataGent Plan, however, its terms continue to govern all options issued under that plan. No additional shares available for grant under the StrataGent Plan were assumed by the Company, and any options that were returned to the pool subsequent to the merger with StrataGent were canceled and were not made available for future grants. This wholly-owned subsidiary was dissolved in 2008. As of March 31, 2015, all StrataGent options had been either exercised or canceled. |
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On March 20, 2014, the Company’s board of directors approved the adoption of the 2014 Equity Incentive Plan (the “2014 Plan”), which became effective in connection with the IPO. Under the 2014 Plan, the Company initially had reserved a total of 1.0 million shares of common stock plus the remaining unissued shares under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”), which was adopted in November 2012 and was replaced by the 2014 Plan. The Company also sponsored the 2002 Stock Option Plan that expired in 2012. On January 1 of each year during the ten-year term of the 2014 Plan, the number of shares of common stock issuable under the 2014 Plan can be increased by an amount equal to up to 4% of the number of shares of common stock outstanding as of the preceding December 31, or such lesser number agreed to by the Company’s board of directors. On January 16, 2015, the Company’s board of directors authorized an increase of 722,834 shares to be added to the total number of shares of common stock issuable under the 2014 Plan. |
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The exercise price of each option issued under each of the equity incentive plans is required to be no less than the fair value of the Company’s common stock, as determined by the Company’s board of directors on the date of the grant. The maximum term of the options is ten years and the vesting period is typically four years. The term “Corium Plans” refers to the 2014 Plan, the 2012 Plan and the 2002 Stock Option Plan. |
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A summary of activity under the Corium Plans during the six months ended March 31, 2015 is as follows: |
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| | Shares | | Stock | | Weighted | | Weighted- | | Aggregate | |
Available | Options | Average | Average | Intrinsic |
for Grant | Outstanding | Exercise | Remaining | Value |
| | Price | Contractual | |
| | | Life | |
| | | (Years) | |
| | | | | | | | | | (In | |
thousands) |
| | | | | | | | | | | |
Balance — September 30, 2014 | | 949,885 | | 2,085,028 | | $ | 2.92 | | 7.02 | | $ | 6,710 | |
Additional shares authorized | | 722,834 | | — | | — | | | | | |
Granted | | (689,950 | ) | 689,950 | | $ | 5.57 | | | | | |
Exercised | | — | | (3,383 | ) | $ | 1.65 | | | | | |
Forfeited / Cancelled | | 3,785 | | (3,785 | ) | $ | 3.5 | | | | | |
Balance — March 31, 2015 | | 986,554 | | 2,767,810 | | $ | 3.58 | | 7.28 | | $ | 8,219 | |
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Options exercisable — March 31, 2015 | | | | 1,458,272 | | $ | 2.67 | | 5.81 | | $ | 5,658 | |
Options vested and expected to vest — March 31, 2015 | | | | 2,647,448 | | $ | 3.51 | | 4.23 | | $ | 8,048 | |
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All outstanding options under the Corium Plans as of March 31, 2015 have an exercise price between $2.12 and $8.18 per share. |
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The weighted-average fair value of the stock options granted for the six months ended March 31, 2015 were estimated using the Black-Scholes option-pricing model with the following assumptions: |
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| | Six Months Ended | | | | | | | | | | | |
March 31, 2015 | | | | | | | | | | |
Expected term (in years) | | 5.27 – 6.63 | | | | | | | | | | | |
Expected volatility | | 70 – 77% | | | | | | | | | | | |
Risk-free interest rate | | 1.6 – 1.9% | | | | | | | | | | | |
Expected dividend rate | | 0% | | | | | | | | | | | |
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Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding before exercise or cancellation. As the Company’s historical share exercise experience has not yet provided a reasonable basis upon which to estimate expected term because of a lack of sufficient data points, the Company estimated the expected term by using the simplified method. |
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Expected Volatility —Because the Company has limited information on the volatility of its common stock due to a lack of significant trading history and limited historical data regarding the volatility of its common stock, the expected volatility used is based on the volatility of a group of comparable publicly traded companies. In evaluating comparability, the Company considered factors such as industry, stage of life cycle and size. The Company will continue to analyze the historical stock price volatility and term assumptions as more historical data for the Company’s common stock becomes available. |
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Risk-Free Interest Rate —The risk-free interest rate is based on the constant maturity yields of U.S. Treasury notes with remaining maturities similar to the expected term. |
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Expected Dividend Rate —The Company has never paid any dividends, does not plan to pay dividends in the foreseeable future, and, therefore, uses an expected dividend rate of zero in the valuation model. |
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2014 Employee Stock Purchase Plan |
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On March 20, 2014, the Company’s board of directors approved the adoption of the 2014 Employee Stock Purchase Plan (the “2014 ESPP”), which became effective in connection with the IPO. On January 1 of each year during the ten-year term of the plan, the number of shares issuable under the 2014 ESPP can be increased by an amount equal to up to 1% of the number of shares of common stock and common stock equivalents outstanding as of the preceding December 31, or a lesser number agreed to by the board of directors. No more than 4.0 million shares may be issued over the ten-year term of the 2014 ESPP without the consent of the Company’s stockholders. Shares subject to purchase rights granted under the Company’s 2014 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the Company’s 2014 ESPP. |
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The Company initially had reserved 310,000 shares of common stock for issuance pursuant to the 2014 ESPP upon its adoption and, on January 16, 2015, the Company’s board of directors reserved an additional 181,994 shares of common stock for issuance pursuant to the 2014 ESPP. As of March 31, 2015, the total reserve available for issuance pursuant to the 2014 ESPP was 430,952 shares of common stock, which reserve is net of issuances of 61,042 shares of common stock. The 2014 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986 with the purpose of providing employees with an opportunity to purchase the Company’s common stock through accumulated payroll deductions. |
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The 2014 ESPP provides for a 24-month offering period with four consecutive six-month purchase periods during each offering period. Employees are able to purchase shares of common stock at 85% of the lower of the fair market value of the Company’s common stock on the first day of the offering period (the “Offering Date”) or on the last day of each six-month purchase period (the “Purchase Date”). The closing price as quoted by the Nasdaq is deemed to be the fair value of the Company’s common stock on the Offering Date or the Purchase Date, or if there are no sales on such date, then the last preceding business day on which there were sales. In the event that the closing price of the Company’s common stock on the Purchase Date is lower than it was on the Offering Date, then all participating employees may re-enroll in a new 24-month offering period that commences the day following the Purchase Date. |
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The first Purchase Date of the April 2, 2014 offering period of the Company’s 2014 ESPP was November 19, 2014. The closing price of the Company’s common stock on that date was $5.73, which was lower than the $8.00 fair market value on the Offering Date. Accordingly, all participants who acquired shares on the first Purchase Date received a purchase price equal to 85% of $5.73, or $4.87. |
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The fair value of the purchase rights granted under the 2014 ESPP between April 2, 2014 and November 19, 2014 and the offering period commencing on November 20, 2014 were estimated by applying the Black-Scholes option-pricing model to each of the four purchase periods in each offering period using the following assumptions: |
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| | Six Months Ended | | | | | | | | | | | |
March 31, 2015 | | | | | | | | | | |
Fair value of common stock | | $5.73 – 8.00 | | | | | | | | | | | |
Grant price | | $4.87 – 6.80 | | | | | | | | | | | |
Expected term (in years) | | 0.50 – 2.00 | | | | | | | | | | | |
Expected volatility | | 47 – 51% | | | | | | | | | | | |
Risk-free interest rate | | 0.07 – 0.54% | | | | | | | | | | | |
Expected dividend rate | | 0% | | | | | | | | | | | |
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Fair Value of Common Stock —The fair market value of the Company’s common stock on the first day of each offering period, or $8.00 for the first offering period, based on the Company’s IPO price, and $5.73 for the new offering period commencing on November 20, 2014. |
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Grant Price —85% of the fair market value of the Company’s common stock on the first day of each offering period, or $6.80 for the first offering period and $4.87 for the new offering period commencing November 20, 2014. |
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Expected Terms —The expected terms are based on the end dates of the four purchase periods of each ESPP offering period, which are six, twelve, eighteen and twenty four months from the commencement of each new offering period. |
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Expected Volatility —Because the Company has limited information on the volatility of its common stock due to a lack of significant trading history and limited historical data regarding the volatility of its common stock, the expected volatility used is based on the volatility of a group of comparable publicly traded companies. In evaluating comparability, the Company considered factors such as industry, stage of life cycle and size. The Company will continue to analyze the historical stock price volatility and term assumptions as more historical data for the Company’s common stock becomes available. |
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Risk-Free Interest Rate —The risk-free interest rate is based on the constant maturity yields of U.S. Treasury notes with remaining maturities similar to each expected term. |
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Expected Dividend Rate —The Company has never paid any dividends, does not plan to pay dividends in the foreseeable future, and, therefore, uses an expected dividend rate of zero in the valuation model. |
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For the three and six months ended March 31, 2015, the Company recorded stock-based compensation expense of $111,000 and $275,000, respectively, and for the six months ended March 31, 2015 issued 61,042 shares of common stock to employees related to the 2014 ESPP. |
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Stock-Based Compensation Expense |
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Employee stock-based compensation expense for the three and six months ended March 31, 2015 and 2014 is classified in the condensed statements of operations and comprehensive income (loss) as follows (in thousands): |
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| | Three Months Ended March 31, | | Six Months Ended March 31, | |
| | 2015 | | 2014 | | 2015 | | 2014 | |
Cost of product revenues | | $ | 82 | | $ | 5 | | $ | 185 | | $ | 11 | |
Cost of contract research and development revenues | | 46 | | 5 | | 103 | | 9 | |
Research and development | | 143 | | 16 | | 268 | | 23 | |
General and administrative | | 405 | | 168 | | 808 | | 207 | |
Total stock-based compensation | | $ | 676 | | $ | 194 | | $ | 1,364 | | $ | 250 | |
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As of March 31, 2015, there was a total of $5.2 million of unrecognized employee stock-based compensation expense, net of estimated forfeitures, related to unvested stock option awards, which is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.9 years. |
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