Stock-Based Compensation | 8. Stock-Based Compensation Equity Incentive Plans As of March 31, 2018 and September 30, 2017, the Company had three equity incentive plans, all of which are sponsored by the Company. On March 19, 2014, the Company’s board of directors approved the adoption of the 2014 Equity Incentive Plan (the "2014 Plan"), which is the only plan under which the Company can grant new awards. Under the 2014 Plan, the Company had initially 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 2014 Plan provides for the grant of incentive stock options (ISOs), nonstatutory stock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock unit awards, stock bonus awards, performance-based stock awards, and other forms of equity compensation, all of which may be granted to employees (including officers), non-employee directors and consultants of the Company. The Company also sponsored the 2002 Stock Option Plan that expired in 2012. The term “Corium Plans” refers to the 2014 Plan, the 2012 Plan and the 2002 Stock Option Plan. 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 will be automatically increased by 4% of the number of shares of common stock outstanding as of the preceding December 31, unless a lesser number of shares is agreed to by the Company’s board of directors. On January 16, 2018 and January 10, 2017, the Company’s board of directors authorized an increase of 1,444,716 and 902,298 shares to be added to the total number of shares of common stock issuable under the 2014 Plan. As of March 31, 2018 and September 30, 2017, the Company had reserved 6,440,105 and 5,060,829 shares of common stock for issuance pursuant to the 2014 Plan. As of March 31, 2018 and September 30, 2017, the Company had 1,705,754 and 1,129,232 shares of common stock available for issuance pursuant to the 2014 Plan. Stock Options The exercise price of each stock option granted under the Corium Plans is required to be no less than the fair market value of the Company’s common stock on the date of the grant. The maximum term of stock options granted under the Corium Plans is ten years and the vesting period is typically four years. A summary of stock option activity under the Corium Plans during the six months ended March 31, 2018 is as follows: Weighted Weighted Stock Average Remaining Aggregate Options Exercise Contractual Intrinsic Value Outstanding Price Life (Years) (In thousands) Balance - September 30, 2017 3,787,222 $ 4.85 6.84 $ 23,819 Options granted 811,050 $ 11.59 Options exercised (65,440) $ 3.40 Options forfeited / cancelled (12,411) $ 7.52 Options expired (445) $ 2.22 Balance - March 31, 2018 4,519,976 $ 6.07 6.99 $ 24,682 Options exercisable - March 31, 2018 2,932,806 $ 4.78 5.97 $ 19,766 Options vested and expected to vest - March 31, 2018 4,372,219 $ 5.99 6.92 $ 24,252 All outstanding stock options under the Corium Plans as of March 31, 2018 have an exercise price between $2.12 and $14.12 per share. The weighted-average fair value of the stock options granted for the six months ended March 31, 2018 were estimated using the Black-Scholes option-pricing model with the following assumptions: Six Months Ended March 31, 2018 Expected term (in years) - Risk-free interest rate % - % Expected volatility % - % Expected dividend rate % 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 midpoint between the vesting commencement date and the contractual expiration period of the stock-based awards. 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. Expected Volatility — Because the Company has insufficient information on the volatility of its common stock due to 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. 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. Restricted Stock Unit Awards The fair value of restricted stock unit awards is determined on the grant date based on the fair market value of the Company’s common stock on the date of the grant. The restricted stock unit awards granted under the 2014 Plan have a maximum term of ten years and typically vest over a four-year period. A summary of restricted stock unit award activity under the Corium Plans during the six months ended March 31, 2018 is as follows: Weighted Average Number of Grant Date Shares Fair Value Nonvested - September 30, 2017 144,375 $ 6.44 Granted 70,000 $ 11.59 Vested (27,502) $ 5.50 Forfeited — $ — Nonvested - March 31, 2018 186,873 $ 8.51 As of March 31, 2018 and September 30, 2017, the Company had 214,375 and 144,375 restricted stock unit awards outstanding. 2014 Employee Stock Purchase Plan On March 19, 2014, the Company's board of directors approved the adoption of the 2014 Employee Stock Purchase Plan (the "2014 ESPP"), with 310,000 shares initially reserved for issuance. 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. On January 1 of each year during the ten-year term of the plan, the number of shares issuable under the 2014 ESPP will be automatically increased by 1% of the number of shares of common stock and common stock equivalents outstanding as of the preceding December 31, unless a lesser number of shares is agreed to by the Company’s board of directors. On January 16, 2018 and January 10, 2017, the Company’s board of directors reserved an additional 409,224 and 267,565 shares of common stock for issuance pursuant to the 2014 ESPP. 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. As of March 31, 2018 and September 30, 2017, there were 981,076 and 636,399 shares of common stock available for issuance pursuant to the 2014 ESPP. For the three and six months ended March 31, 2018, the Company recorded stock-based compensation expense related to the 2014 ESPP of $27,000 and $70,000 compared to $70,000 and $164,000 for the corresponding periods in fiscal 2017. For the six months ended March 31, 2018 and 2017, the Company issued 64,547 and 69,886 shares of common stock to employees pursuant to the 2014 ESPP. The fair value of the purchase rights granted under the 2014 ESPP for the offering periods beginning May 20, 2016, November 20, 2016, May 20, 2017 and November 20, 2017 were estimated by applying the Black-Scholes option-pricing model to each of the four purchase periods in the offering period using the following assumptions : As of March 31, 2018 Fair value of common stock $ – $ Grant price $ – $ Expected term (in years) – Expected volatility % – % Risk-free interest rate % – % Expected dividend rate % Fair Value of Common Stock — The fair market value of the Company’s common stock on the first day of each offering period, or $3.79, $4.82, $6.54, and $10.95 for the offering periods commencing May 20, 2016, November 20, 2016, May 20, 2017 and November 20, 2017. Grant Price — 85% of the fair market value of the Company’s common stock on the first day of the offering period, or $3.22, $4.10, $5.56, and $9.31 for the offering periods commencing May 20, 2016, November 20, 2016, May 20, 2017 and November 20, 2017. Expected Term — The expected term is based on the end dates of the four purchase periods of each two year offering period, which are six, twelve, eighteen or twenty-four months from the commencement of each new offering period. Expected Volatility — The expected volatility is based on the historical volatility of the Company’s common stock over each of the expected terms. 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. 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. Stock-Based Compensation Expense Employee stock-based compensation expense for the three and six months ended March 31, 2018 and 2017 is classified in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Cost of product revenues $ 112 $ 105 $ 221 $ 206 Cost of contract research and development revenues 89 58 169 108 Research and development 261 176 481 327 General and administrative 785 583 1,511 1,150 Total stock-based compensation $ 1,247 $ 922 $ 2,382 $ 1,791 As of March 31, 2018, there was a total of $8.7 million of unrecognized employee stock-based compensation expense, net of estimated forfeitures, related to unvested stock-based awards under the Corium Plans, which is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.7 years. |