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 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 can 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 Company’s initial public offering 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 months ended June 30, 2019 and 2018, no shares were purchased under the ESPP and the Company recorded expense of $35,203 and $29,759, respectively. During the six months ended June 30, 2019 and 2018, 45,126 and 9,972 shares were purchased under the ESPP and the Company recorded expense of $64,926 and $46,628, respectively. The number of shares of common stock reserved for issuance under the 2017 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by our Board. On January 1, 2019 and January 1, 2018, an additional 246,541 and 246,062 shares of the Company’s common stock were reserved for issuance under the 2017 ESPP, respectively. As of June 30, 2019, there were 694,432 shares of the Company’s common stock reserved for issuance under the 2017 ESPP. 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 generally 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 June 30, 2019, there were 659,625 performance-based options outstanding and unvested. These awards immediately vest upon meeting certain clinical milestones. The fair value of options granted during the six months ended June 30, 2019 and 2018 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. 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. The Company granted 175,000 and zero stock options to nonemployee consultants for services rendered during the six months ended June 30, 2019 and 2018, respectively. There were 158,939, and 18,896 unvested nonemployee options outstanding as of June 30, 2019, and 2018, respectively. During the three months ended June 30, 2019, the Company recognized a credit of $19,620 related to the nonemployee stock options, including the modification of certain options in connection with the separation and consulting agreement with Dr. During (see Note 11). separation and consulting agreement with Dr. During (see Note 11). The Company granted 1,690,715 and 1,057,728 stock options to employees during the six months ended June 30, 2019 and 2018 respectively. There were 2,855,165 and 2,852,494 unvested employee options outstanding as of June 30, 2019, and 2018, respectively. Total expense recognized related to the employee stock options for the three months ended June 30, 2019 and 2018 was $1.2 million and $1.8 million, respectively. Total expense recognized related to the employee stock options for the six months ended June 30, 2019 and 2018 was $ 2.8 The Company’s stock-based compensation expense was recognized in operating expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and development $ 509,112 $ 766,699 $ 1,326,876 $ 1,505,488 General and administrative 742,795 1,077,507 1,567,572 2,133,685 Total $ 1,251,907 $ 1,844,206 $ 2,894,448 $ 3,639,173 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Stock options $ 1,216,704 $ 1,814,447 $ 2,829,522 $ 3,592,545 Employee Stock Purchase Plan 35,203 29,759 64,926 46,628 Total $ 1,251,907 $ 1,844,206 $ 2,894,448 $ 3,639,173 The fair value of employee options granted during the six months ended June 30, 2019 and 2018 was estimated by utilizing the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 73.91 % 87.44 % 84.84 % 83.31 % Expected term in years 6.02 5.91 6.07 6.07 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.29 % 2.76 % 2.47 % 2.54 % Fair value of option on grant date $ 1.21 $ 5.79 $ 1.53 $ 6.41 The fair value of nonemployee options granted and remeasured during the six months ended June 30, 2019 and 2018 was estimated by utilizing the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Weighted Average Weighted Average Weighted Average Weighted Average Volatility 73.90 % 84.16 % 74.56 % 84.16 % Expected term in years 5.58 3.38 5.30 3.38 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.36 % 2.64 % 2.37 % 2.64 % Fair value of option on measurement date $ 1.13 $ 5.28 $ 1.07 $ 5.28 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, 2018 4,714,383 $ 8.10 7.89 $ 153,485 Granted 1,865,715 2.01 9.70 Exercised - - - Forfeited or expired (663,154 ) 6.50 - Options Outstanding June 30, 2019 5,916,944 $ 6.36 7.87 $ 142,994 Vested and exercisable at June 30, 2019 2,902,840 $ 7.99 6.72 $ 115,687 At June 30, 2019 there was approximately $7.4 million of unamortized share–based compensation expense, which is expected to be recognized over a remaining average vesting period of 2.15 years. |