Share Based Payments | 4. SHARE BASED PAYMENTS On June 18, 2014, the Company’s Board of Directors authorized and approved the adoption of the 2014 Stock Incentive Plan (“2014 Plan”), under which an aggregate of 2,421,603 shares of common stock may be issued. Pursuant to the terms of the 2014 Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units and deferred stock units. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. On August 22, 2017, the Company’s Board of Directors approved the amended and restated 2014 Plan to correct for a formulaic error included in the deemed net stock and cashless exercise equation within the 2014 Plan. This amendment had no impact on the Company’s consolidated financial statements. As of December 31, 2017, the Company had 40,000 shares of common shares remaining available for grant under the 2014 Plan. On August 8, 2016, the Company’s Board of Directors authorized and approved the adoption of the 2016 Omnibus Incentive Plan (“2016 Plan”), under which an aggregate of 3,000,000 shares of common stock may be issued. Pursuant to the terms of the 2016 Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units, stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. As of December 31, 2017, there were an aggregate of 2,693,614 shares of common stock remaining available for grant under the 2016 Plan. The following is a summary of stock option activity for the year ended December 31, 2017 and nine months ended December 31, 2016: Weighted Average Aggregate Exercise Price Intrinsic Value Number of Options (CAD) (CAD) Outstanding as of April 1, 2016 1,335,072 $ 5.40 $ 1,581 Granted 707,000 6.90 Forfeited (6,250 ) 3.00 Cancelled (24,822 ) 3.00 Exercised (42,000 ) 3.00 Outstanding as of December 31, 2016 1,969,000 6.00 8,218 Granted 868,902 11.15 Forfeited (153,067 ) 11.45 Cancelled (62,689 ) 13.75 Exercised (1) (173,500 ) 5.15 Outstanding as of December 31, 2017 2,448,646 $ 7.35 $ 21,089 Exercisable as of December 31, 2017 1,451,739 $ 5.70 $ 14,892 (1) For the year ended December 31, 2017, 20,000 stock options were exercised on a cashless basis resulting in 14,095 common shares being withheld. The Company has adopted the simplified method prescribed by the SEC in SAB Topic 14 with respect to estimating the expected term of its stock options as its limited share purchase option history does not provide a reasonable basis to estimate the expected terms. Expected volatility was determined by reference to the average volatility rates of other companies in the same industry due to the Company’s limited trading history. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2017 and nine months ended December 31, 2016 was $1.3 million and $0.1 million, respectively. The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2017: Options Outstanding Number of Remaining Number of Options Contractual L Exercise Grant Options Outstanding Expiration Date (In Years) Price (CAD) Value (CAD) Exercisable 360,000 June 18, 2019 1.46 $ 3.00 $ 1.00 360,000 80,000 June 18, 2019 1.46 $ 3.00 $ 1.32 80,000 20,000 December 8, 2019 1.94 $ 14.60 $ 6.55 20,000 80,000 December 8, 2019 1.94 $ 14.80 $ 6.46 80,000 20,000 March 16, 2020 2.21 $ 16.00 $ 7.09 20,000 8,500 August 14, 2020 2.62 $ 4.90 $ 1.94 8,500 150,000 October 21, 2020 2.81 $ 4.20 $ 1.80 112,500 20,000 December 31, 2020 3.00 $ 6.20 $ 2.49 20,000 595,000 July 13, 2020 2.53 $ 6.95 $ 3.23 396,666 20,000 August 8, 2020 2.61 $ 6.55 $ 3.23 10,000 617,000 April 17, 2027 9.30 $ 10.80 $ 7.76 - 6,146 May 18, 2027 9.38 $ 10.00 $ 5.23 3,073 10,000 May 18, 2027 9.38 $ 10.00 $ 7.63 - 30,000 August 8, 2027 9.61 $ 13.15 $ 8.86 - 2,016,646 1,110,739 As of December 31, 2017, and 2016, the unrecognized compensation cost related to non-vested stock options outstanding for employees and directors, was $4.9 million and $1.3 million, respectively, to be recognized over a weighted-average remaining vesting period of approximately 2.6 years and 1.41 years, respectively. The Company recognizes compensation expense for only the portion of awards that are expected to vest. During the fourth quarter of 2017, upon a review of the Company’s equity compensation awards granted under the 2016 Plan it determined that it had inadvertently exceeded the annual per-person sub-limits involving certain awards previously made to a current executive officer. The aggregate amount of common stock represented by this excess award, which consisted of stock options, was 60,000 shares. This excess award was deemed to have been granted outside of the 2016 Plan and as such the Company applied liability accounting to the awards. As a result, this excess award will be remeasured at each reporting period untill such time that the Company’s shareholders approve the excess award at which time the liability will be reclassified to additional paid-in capital and the unrecognized fair value calculated for the excess award as of the date of shareholders’ approval will be recognized as compensation expense ratably over the remaining requisite service period for the excess award. For the year ended December 31, 2017 and the nine months ended December 2016, the Company granted 673,902 and 625,000 stock options, respectively, to employees and directors at a weighted average exercise price of CAD$10.87 and CAD$6.94, respectively. The fair value of employee and director stock options granted for the year ended December 31, 2017 and the nine months ended December 31, 2016 had a weighted average grant date fair value of CAD$4.34 and $2.60 per option, respectively, and they were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2017 Nine Months Ended December 31, 2016 Stock price CAD$10.40 CAD$6.95 Exercise price CAD$10.85 CAD$6.95 Expected term 6.25 years 2.5 years Expected volatility 90.84 % 77.92 % Risk-free interest rate 1.06 % 0.49 % Dividend rate 0.00 % 0.00 % Non-Employee Stock Options For the year ended December 31, 2017, the Company granted 195,000 stock options at a weighted average exercise price of CAD$12.20, of which 185,000 were either cancelled or forfeited to non-employees. For the nine months ended December 31, 2016, the Company granted 82,000 stock options to non-employees at a weighted average exercise price of CAD$6.70. The fair value of non-employee stock options granted for the year ended December 31, 2017 and the nine months ended December 31, 2016 had a weighted average grant date fair value of CAD$3.88 and $3.23 per option, respectively, and they were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2017 Nine Months Ended December 31, 2016 Stock price CAD$12.15 CAD$9.60 Exercise price CAD$12.20 CAD$6.75 Option term 10 years 3.75 years Expected volatility 91.02 % 84.16 % Risk-free interest rate 1.60 % 0.98 % Dividend rate 0.00 % 0.00 % The following table summarizes stock options outstanding and exercisable by non-employees as of December 31, 2017: Options Outstanding Number of Remaining Number of Options Contractual L Exercise Grant Options Outstanding Expiration Date (In Years) Price (CAD) Value (CAD) Exercisable 160,000 June 18, 2019 1.46 $ 3.00 $ 1.32 160,000 30,000 December 8, 2019 1.94 $ 14.60 $ 8.25 30,000 82,000 October 3, 2020 2.76 $ 6.75 $ 4.00 41,000 110,000 October 28, 2020 2.83 $ 4.20 $ 2.20 110,000 20,000 May 18, 2027 9.38 $ 10.00 $ 8.69 - 15,000 August 8, 2027 9.61 $ 13.15 $ 11.70 - 15,000 November 6, 2027 9.85 $ 20.65 $ 19.93 - 432,000 341,000 As of December 31, 2017, the unrecognized compensation cost related to non-vested stock options outstanding for non- employees was $0.4 million to be recognized over a weighted-average remaining vesting period of approximately 1.93 years, respectively. As of December 31, 2016, the Company had no unrecognized compensation cost related to non-vested stock options outstanding for non-employees. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In accordance with the guidance of ASC 815-40-15, stock options awarded to non-employees that are performing services for NHC are required to be accounted for as derivative financial instruments once the services have been performed and the options have vested because they are considered not to be indexed to the Company’s stock due to their exercise price being denominated in a currency other than NHC’s functional currency. Stock options awarded to non-employees that have not vested are re-measured at their respective fair values at each reporting period and accounted for as equity awards until the terms associated with their vesting requirements have been met. The changes in fair value of the unvested non-employee awards are reflected in their respective operating expense classification in the Company’s consolidated statements of operations and comprehensive loss. The non-employee stock options that are accounted for as liabilities are summarized as follows (amounts in thousands): Year Ended December Nine Months Ended December 31, 2016 Fair value of non-employee stock options at beginning of period $ 1,617 $ 521 Reallocation of vested non-employee stock options - 268 Exercised (156 ) - Cancelled (294 ) - Change in fair value of non-employee stock options during the period 1,470 828 Fair value of non-employee stock options at end of period $ 2,637 $ 1,617 The non-employee stock options that have vested are required to be re-valued with the change in fair value recorded as a gain or loss in the change of fair value of derivative financial instruments and included in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss at the end of each reporting period. The fair value of the stock options will continue to be classified as a derivative financial instrument until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as such. The fair value of non-employee liability classified awards as of December 31, 2017 and 2016 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: December 31, 2017 December 31, 2016 Stock price CAD$15.95 CAD$9.60 Exercise price CAD$4.30 CAD$6.15 Expected life 1.51 years 2.59 years Expected volatility 61.58 % 87.61 % Risk-free interest rate 1.61 % 0.79 % Dividend rate 0.00 % 0.00 % Restricted Stock Units During the second quarter of 2017, the Company granted restricted stock units to certain employees under the 2016 Plan that vest over a three-year period, with 25% vesting immediately. The fair value of the restricted stock units is based on the closing price of the Company’s common stock on the date of grant. The following is a summary of the Company’s restricted stock unit activity for the year ended December 31, 2017: Number of Restricted Stock Units Weighted Average Grant Date Fair Value per Unit (CAD) Outstanding as of January 1, 2017 - $ - Granted 8,097 10.00 Forfeited (3,182 ) Outstanding as of December 31, 2017 4,915 $ 10.00 Vested as of December 31, 2017 (1) 2,987 $ 10.00 (1) includes 723 RSUs withheld for taxes Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands): Year Ended December 31, 2017 Nine Months Ended December 31, 2016 Research and development $ 343 $ 107 General and administrative 1,475 1,355 $ 1,818 $ 1,462 |