STOCK-BASED COMPENSATION | EQUITY AND STOCK-BASED COMPENSATION Common Stock On January 31, 2017, the Company issued 350,000 shares of common stock to NLT as the settlement of contingent closing consideration pursuant to the terms of the asset purchase agreement entered into with NLT in August 2016. The total fair value of such shares was $2.5 million at issuance. In August 2016, the Company entered into an equity distribution agreement (Distribution Agreement) with Piper Jaffray & Co. (Piper Jaffray), pursuant to which the Company may offer and sell shares of its common stock in “at the market” (ATM) offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) having an aggregate offering price up to $25.0 million in gross proceeds from time to time through Piper Jaffray acting as sales agent. The shares offered and sold under the Distribution Agreement are covered by a registration statement on Form S-3 that was declared effective on August 24, 2016. Under the Distribution Agreement, the Company sold 882,332 shares of common stock at an average price per share of $10.00 and received net proceeds of approximately $8.5 million (net of $0.3 million of offering costs) during the three months ended March 31, 2018 . The Company intends to continue using the net proceeds for general corporate purposes, including sales and marketing expenditures aimed at growing its business, research and development expenditures focused on product development, and investments in inventory and spinal instruments and sets. The Company has consumed the $25.0 million in capacity under the Distribution Agreement as of March 31, 2018 . Equity Award Plans As of June 30, 2015, Integra had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock units outstanding under three plans, the 2000 Equity Incentive Plan, the 2001 Equity Incentive Plan, and the 2003 Equity Incentive Plan. In connection with the spin-off, Integra equity awards granted to individuals who became employees of SeaSpine were converted to equity awards denominated in SeaSpine common stock. In general, each post-conversion award is subject to the same terms and conditions as were applicable to the pre-conversion award. Under the 2015 Incentive Award Plan (2015 Plan), the Company can grant its employees, non-employee directors and consultants incentive stock options and non-qualified stock options, restricted stock, performance stock, dividend equivalent rights, stock appreciation rights, stock payment awards and other incentive awards. The Company may issue up to 3,509,500 shares of its common stock in respect of awards granted under the 2015 Plan. On February 1, 2018, the Company's board of directors approved an amendment of the 2015 Plan, pursuant to which the share reserve was increased by 350,000 shares over the then-existing share reserve under the 2015 Plan, and on March 22, 2018, the Company's board of directors approved a further amendment and restatement of the 2015 Plan, pursuant to which (among other things) the share reserve was increased by an additional 2,376,000 shares, in each case subject to stockholder approval (the amended and restated 2015 Plan, incorporating all of these amendments, is referred to as the Restated Plan). The Company is submitting the Restated Plan to its stockholders for approval at its annual meeting of stockholders scheduled to be held on May 30, 2018. If the Company's stockholders do not approve the Restated Plan by February 1, 2019 (in which case the amendments that the Company's board of directors approved on February 1, 2018 and March 22, 2018 would cease to be effective), as of March 31, 2018 , a total of 319,003 shares would remain available for issuance under the 2015 Plan. In 2016, the Company established the 2016 Employment Inducement Incentive Award Plan (the 2016 Plan). The plan is a broad-based incentive plan which allows for the issuance of stock-based awards, including non-qualified stock options, restricted stock awards, performance awards, restricted stock unit awards and stock appreciation rights, to any prospective officer or other employee who has not previously been an employee or director of the Company or an affiliate or who is commencing employment with the Company or an affiliate following a bona-fide period of non-employment by the Company or an affiliate. An aggregate of 1,000,000 shares are reserved for issuance under the 2016 Plan. If the Restated Plan is approved by the Company's stockholders, the Company's board of directors will not grant any awards under the 2016 Plan. As a result, the only shares the Company would have available for issuance of equity awards (other than pursuant to the Company's employee stock purchase plan) would be the shares reserved for issuance under the Restated Plan. The Company has not awarded any shares under the 2016 Plan as of March 31, 2018 . Assumptions Stock-based compensation expense related to all equity awards includes an estimate for forfeitures. The expected forfeiture rate of all equity-based compensation is based on historical experience of pre-vesting forfeitures on awards and options by each homogenous group of shareowners. For awards and options granted to non-executive employees, the forfeiture rate is estimated to be 15% annually for the three months ended March 31, 2018 and 12% annually for the three months ended March 31, 2017 . There is no forfeiture rate applied to awards or options granted to non-employee directors or executive employees because their pre-vesting forfeitures are anticipated to be highly unlikely. As individual awards and options become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. Restricted Stock Awards and Restricted Stock Units The Company expenses the fair value of restricted stock awards and of restricted stock units on an accelerated basis over the vesting period or requisite service period, whichever is shorter. There were zero and 3,982 shares of restricted stock awards granted to non-employee directors during the three months ended March 31, 2018 and 2017 , respectively. There were 465,381 and 730,802 shares of restricted stock units granted to employees during the three months ended March 31, 2018 and 2017 , respectively. Of the total restricted stock units granted to employees in 2018, 341,808 were granted, in part, out of the share reserve increase incorporated by the amendment to the 2015 Plan the Company's board of directors adopted on February 1, 2018, and all of which were granted subject to stockholder approval of the Restated Plan (the Contingent RSUs). If the Company's stockholders do not approve the Restated Plan, all the Contingent RSUs will automatically be forfeited. In accordance with the ASC 718, Compensation-Stock Compensation, there were no expenses recorded for the Contingent RSUs for the three months ended March 31, 2018. Of the total restricted stock units granted to employees in 2017, 131,523 shares were granted in lieu of cash bonuses earned under the annual incentive program for corporate and individual performance in 2016. As of March 31, 2018 , there was approximately $5.2 million of total unrecognized compensation expense related to the unvested portions of restricted stock awards and of restricted stock units. This cost is expected to be recognized over a weighted-average period of approximately 1.9 years . Stock Options Stock option grants to employees generally have a requisite service period of four years, and stock option grants to non-employee directors generally have a requisite service period of one year. Both are subject to graded vesting. The Company records stock-based compensation expense associated with stock options on an accelerated basis over the various vesting periods within each grant and based on their fair value at the date of grant using the Black-Scholes-Merton option pricing model. There were zero and 21,500 stock options granted during the three months ended March 31, 2018 and 2017 , respectively. The following weighted-average assumptions were used in the calculation of fair value for options grants for the period indicated. Three Months Ended March 31, 2017 Expected dividend yield 0 % Risk-free interest rate 2.0 % Expected volatility 35.7 % Expected term (in years) 5.1 The Company considered that it has never paid, and does not currently intend to pay, cash dividends. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected term of the options. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies in the medical device industry whose share prices are publicly available for a sufficient period of time. The expected term of "plain vanilla" options is calculated using the simplified method as prescribed by accounting guidance for stock-based compensation. A "plain vanilla" option is an option with the following characteristics: (1) the option is granted at-the-money; (2) exercisability is conditional only on satisfaction of a service condition through the vesting date; (3) employees who terminate their service prior to vesting forfeit the option; (4) employees who terminate their service after vesting are granted limited time to exercise their options; and (5) the option is nontransferable and non-hedgeable. The expected term of any other option is based on disclosures from similar companies with similar grants. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expense. As of March 31, 2018 , there was approximately $0.7 million of total unrecognized compensation expense related to unvested stock options. This cost is expected to be recognized over a weighted-average period of approximately 0.9 years. Employee Stock Purchase Plan In May 2015, the Company adopted the SeaSpine Holdings Corporation 2015 Employee Stock Purchase Plan, which was amended in December 2015 (as amended, the ESPP). Under the ESPP, eligible employees may purchase shares of the Company’s common stock through payroll deductions of up to 15% of eligible compensation during an offering period. Generally, each offering will be for a period of twenty-four months as determined by the Company's board of directors. There are four six-month purchase periods in each offering period for contributions to be made and to be converted into shares at the end of the purchase period. In no event may an employee purchase more than 2,500 shares per purchase period based on the closing price on the first trading date of an offering period or more than $25,000 worth of stock during any calendar year. The purchase price for shares to be purchased under the ESPP is 85% of the lesser of the market price of the Company's common stock on the first trading date of an offering period or on any purchase date during an offering period (June 30 or December 31). The ESPP authorizes the issuance of up to 400,000 shares of common stock pursuant to purchase rights granted to employees. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the IRC). The ESPP contains a restart feature, such that if the market price of the stock at the end of any six-month purchase period is lower than the market price at the original grant date of an offering period, that offering period will terminate after that purchase date, and a new two-year offering period will commence on the January 1 or July 1 immediately following the date the original offering period terminated. This restart feature was triggered on the purchase date that occurred on December 31, 2016, such that the offering period that commenced on July 1, 2016 was terminated, and a new two-year offering period commenced on January 1, 2017 and is scheduled to end on December 31, 2018. The Company applied share-based payment modification accounting to the awards that were initially valued at the grant date to determine the amount of any incremental fair value associated with the modified awards. The impact to stock-based compensation expense for modifications during the three months ended March 31, 2018 was immaterial. No shares of common stock were purchased under the ESPP during the three months ended March 31, 2018 . The Company recognized $0.1 million in expense related to the ESPP for each of the three months ended March 31, 2018 and 2017 . The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes-Merton option-pricing model. The following weighted average assumptions were used in the calculation of fair value of shares under the ESPP at the grant date for the periods indicated: Three Months Ended March 31, 2018 2017 Expected dividend yield 0 % 0 % Risk-free interest rate 1.8 % 1.0 % Expected volatility 27.7 % 28.5 % Expected term (in years) 1.3 1.3 |