Stock-Based Compensation | NOTE 8 – 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 Company's Board of Directors adopted, and the Company's stockholders approved the 2017 equity incentive plan (“2017 Plan”), which became effective on May 4, 2017. The initial reserve of shares of common stock under the 2017 Plan was 3,052,059 shares. 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. Upon the adoption of the 2017 Plan, no further awards will be granted under the 2014 Plan. P st The 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 was 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 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated purchase dates. During the three and nine months ended September 30, 2018, 22,142 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 12 months. Performance-based option awards generally have similar terms, with vesting contingent upon the achievement of specified performance condition and expire in accordance to the specific terms of the agreement. At September 30, 2018, there were zero performance-based options outstanding and unvested. The fair value of options granted during the nine months ended September 30, 2018 and 2017 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 No. Topic 14D. 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 until vested. The Company granted zero and 27,906 stock options to nonemployee consultants for services rendered during the nine months ended September 30, 2018 and 2017, respectively. There were 12,356, and 44,333 unvested nonemployee options outstanding as of September 30, 2018, and 2017, respectively. Total expense recognized related to the nonemployee stock options for the three months ended September 30, 2018 and 2017 was $40,730, and $52,348, respectively. Total expense recognized related to the nonemployee stock options for the nine months ended September 30, 2018 and 2017 was $133,460 and $358,554, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $34,049 as of September 30, 2018. During the nine months ended September 30, 2018 and 2017, the Company recognized zero and $162,700 in expenses for nonemployee performance-based option awards, respectively. The Company granted 1,352,578 and 1,475,087 stock options to employees during the nine months ended September 30, 2018 and 2017 respectively. There were 2,493,308 and 2,686,393 unvested employee options outstanding as of September 30, 2018, and 2017, respectively. Total expense recognized related to the employee stock options for the three months ended September 30, 2018 and 2017 was $1,622,836 and $1,323,198, respectively. Total expense recognized related to the employee stock options for the nine months ended September 30, 2018 and 2017 was $5,122,652 and $4,628,534 respectively. Total unrecognized compensation expense related to employee stock options was $13,161,142 as of September 30, 2018. During the nine months ended September 30, 2018 and 2017, the Company recognized zero and $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 Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 790,770 $ 771,018 $ 2,296,259 $ 2,030,447 General and administrative 902,836 604,528 3,036,522 2,956,641 Total $ 1,693,606 $ 1,375,546 $ 5,332,781 $ 4,987,088 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Stock options $ 1,663,566 $ 1,375,546 $ 5,256,112 $ 4,987,088 Employee Stock Purchase Plan 30,040 - 76,669 - Total $ 1,693,606 $ 1,375,546 $ 5,332,781 $ 4,987,088 The fair value of employee options granted during the three and nine months ended September 30, 2018 and 2017 was estimated by utilizing the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 89.04 % 79.35 % 84.56 % 80.39 % Expected term in years 5.78 6.08 6.00 6.08 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.78 % 1.86 % 2.60 % 2.06 % Fair value of option on grant date $ 4.84 $ 5.63 $ 6.06 $ 6.26 The fair value of nonemployee options granted and remeasured during the three and nine months ended September 30, 2018 and 2017 was estimated by utilizing the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 85.80 % 79.45 % 85.80 % 80.52 % Expected term in years 3.48 3.77 3.48 4.36 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.77 % 1.71 % 2.77 % 1.85 % Fair value of option on measurement date $ 2.92 $ 6.58 $ 2.92 $ 6.32 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 December 31, 2017 4,298,802 $ 8.07 8.32 $ 8,174,686 Granted 1,352,578 8.41 9.47 Exercised (15,744 ) 7.07 $ 31,125 Forfeited or expired (437,721 ) 8.26 Options Outstanding September 30, 2018 5,197,915 $ 8.14 7.23 $ 380,225 Vested and exercisable at September 30, 2018 2,692,251 $ 7.88 5.89 $ 380,225 At September 30, 2018 there was approximately $13,195,191 of unamortized share–based compensation expense, which is expected to be recognized over a remaining average vesting period of 2.28 years. |