Stock-Based Compensation | NOTE 7 – STOCK-BASED COMPENSATION On August 29, 2014, the Company’s Board of Directors adopted and approved the 2014 Equity Incentive Plan (the “2014 Plan”), which authorized the Company to grant shares of common stock in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units. The types of stock-based awards, including share purchase rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The purpose of the 2014 Plan is to provide the Company with the flexibility to issue stock-based awards as part of an overall compensation package to attract and retain qualified personnel. The Company's Board of Directors adopted and the Company's stockholders approved the 2017 equity incentive plan (“2017 Plan”), which became effective immediately prior to the execution of the underwriting agreement related to the IPO on May 4, 2017. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of stock-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The Company's employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. With the adoption of the 2017 Plan, no further awards will be granted under the 2014 Plan. The Company may issue up to 3,052,059 shares of common stock under the 2017 Plan. The 2017 Plan allows for each January 1, pursuant to the terms of the 2017 Equity Incentive Plan, the Plan Limit shall be increased by the lesser of (x) 5% of the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. T he Company's Board of Directors adopted and the Company's stockholders approved the 2017 employee stock purchase plan (the “2017 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the IPO on May 4, 2017. The initial reserve of shares of common stock that may be issued under the 2017 ESPP is 279,069 shares. On September 20, 2017, the Company’s Compensation Committee approved an offering period under the 2017 ESPP, which began on October 20, 2017. The 2017 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. During the year ended December 31, 2017, no shares were purchased under the 2017 ESPP and the Company recorded expense of $12,100. Unless specified otherwise in an individual option agreement, stock options granted under the 2014 Plan and 2017 Plan generally have a ten-year term and a four-year graded vesting period. The vesting requirement is conditioned upon the grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of option holder’s death or disability while employed by or providing service to the Company, the exercisable period extends to twelve months. Performance-based option awards generally have similar vesting terms, with vesting commencing on the date the performance condition is achieved and expire in accordance to the specific terms of the agreement. At December 31, 2017, there were 50,000 performance-based options outstanding and unvested. These awards immediately vest upon meeting certain business development conditions. The Company recognizes stock-based compensation expense based on the grant date fair value of the award over the vesting period when the performance condition becomes probable of being achieved. The fair value of options granted during the years ended December 31, 2017, 2016 and 2015 was estimated using the Black-Scholes option valuation model. The inputs for the Black-Scholes option valuation model require management’s significant assumptions and are detailed in the table below. Prior to the IPO, the common stock price was determined by the Board of Directors. In the absence of market data for the Company’s common stock, the Board of Directors considered various factors in estimating the fair value of the common stock at the time of each option grant which included but was not limited to the common stock valuation performed by a third party independent valuation firm, the Company’s performance and future economic outlook, the potential financing available to the Company, and the valuation of common stock of similar companies in the industry. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110 as the Company’s shares just recently became publicly traded. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available. All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled. Unvested nonemployee options are marked-to-market at each reporting period. The Company granted 27,906, 34,882, and 11,627 stock options to nonemployee consultants for services rendered during the years ended December 31, 2017, 2016, and 2015, respectively. There were 37,066, 73,398, and 59,591 unvested nonemployee options outstanding as of December 31, 2017, 2016, and 2015, respectively. Total expense recognized related to the nonemployee stock options for the years ended December 31, 2017, 2016, and 2015 was $416,457, $351,384 and $449,010, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $271,294 as of December 31, 2017. During the year ended December 31, 2017, the Company recognized $162,700 in expenses for non-employee performance-based option awards. The Company granted 1,510,436, 1,336,573, and 1,872,087 stock options to employees during the years ended December 31, 2017, 2016, and 2015, respectively. There were 2,528,063, 2,231,275, and 1,872,087 unvested employee options outstanding as of December 31, 2017, 2016, and 2015, respectively. Total expense recognized related to the employee stock options for the years ended December 31, 2017, 2016, and 2015 was $5,969,204, $2,485,323, and $1,293,388 (of which $381,000 was issued in connection with a separation agreement) respectively. Total unrecognized compensation expense related to employee stock options was $12,237,394 as of December 31, 2017. During the year ended December 31, 2017, the Company recognized $830,997 in expenses for employee performance-based option awards. The Company’s stock-based compensation expense was recognized in operating expense as follows: For the Year Ended December 31, 2017 2016 2015 Research and development $ 2,417,727 $ 1,506,036 $ 513,669 General and administrative 3,980,029 2,135,430 943,644 Total $ 6,397,756 $ 3,641,466 $ 1,457,313 The fair value of employee options granted during the years ended December 31, 2017, 2016, and 2015, respectively, was estimated by utilizing the following assumptions: For the Year Ended December 31, 2017 2016 2015 Weighted Average Weighted Average Weighted Average Volatility 80.39 % 82.78 % 76.38 % Expected term in years 6.08 6.07 6.03 Dividend rate 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.06 % 1.45 % 1.82 % Fair value of option on grant date $ 6.30 $ 4.95 $ 5.53 The fair value of nonemployee options granted and remeasured during the years ended December 31, 2017, 2016, and 2015, respectively, was estimated by utilizing the following assumptions: For the Year Ended December 31, 2017 2016 2015 Weighted Average Weighted Average Weighted Average Volatility 81.44 % 82.62 % 79.90 % Expected term in years 4.39 4.89 5.13 Dividend rate 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.08 % 1.37 % 1.63 % Fair value of option on grant date $ 6.80 $ 4.76 $ 7.59 The following table summarizes the number of options outstanding and the weighted average exercise price: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life in Years Value Options outstanding at December 31, 2014 69,766 $ 0.22 Granted 1,883,714 8.24 Exercised - - Forfeited - - Options Outstanding December 31, 2015 1,953,480 $ 7.95 8.18 $ 780,500 Vested and exercisable at December 31, 2015 23,255 $ 0.22 8.71 $ 567,000 Granted 1,294,711 $ 6.87 Exercised - - Forfeited (260,462 ) 8.18 Options Outstanding December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Vested and exercisable at December 31, 2016 683,070 $ 7.71 8.47 $ 253,969 Granted 1,538,342 9.03 9.19 Exercised (4,320 ) 6.26 Forfeited (222,949 ) 6.61 Options Outstanding December 31, 2017 4,298,802 $ 8.07 8.32 $ 8,174,686 Vested and exercisable at December 31, 2017 1,733,673 $ 7.65 7.92 $ 3,865,036 At December 31, 2017 there was approximately $12,508,689 of unamortized share–based compensation expense, which is expected to be recognized over a remaining average vesting period of 2.57 years. |