Share-Based Payments | 11. Share-Based Payments Stock Option Plan 2015 On April 2, 2015, the Company’s shareholders, management board and supervisory board adopted the Stock Option Plan 2015, or the SOP 2015, as amended. With the approval of the 2017 Share Incentive Plan, there were no further options are available for grant under the SOP 2015. However, all outstanding awards under SOP 2015 will remain in effect and continue to be governed by the terms of the SOP 2015. Each vested option grants the beneficiary the right to acquire one share in the Company. The vesting period for the options is four years following the grant date. On the last day of the last calendar month of the first year of the vesting period, 25% of the options attributable to each beneficiary are automatically vested. During the second, third and fourth years of the vesting period, the remaining 75% of the options vest on a monthly pro rata basis (i.e. 2.083% per month). Options granted under the SOP 2015 have a term of no more than ten years from the beneficiary’s date of participation. The following table summarizes information regarding the Company´s stock option awards under the SOP 2015: 2018 2019 2020 Weighted Weighted Weighted average average average exercise exercise exercise Aggregate price in price in price in intrinsic Stock Option Plan 2015 Options $ per share Options $ per share Options $ per share value Outstanding as of January 1, 304,489 83.54 284,291 83.41 229,060 83.27 Granted — — — — — — Exercised — — — — — — Forfeited (20,198) 84.07 (55,231) 84.01 (26,686) 87.46 Outstanding as of December 31, 284,291 83.41 229,060 83.27 202,374 82.71 $ — Vested and exercisable as of December 31, 184,459 80.97 198,491 81.98 198,574 82.51 $ — The Company has 202,374 option grants outstanding at December 31, 2020 with exercise prices ranging from $40.60 per share to $110.00 per share and a weighted average remaining contractual life of 5.4 years. Stock-based compensation expense under the SOP 2015 was $3.2 million, $4.0 million and $1.1 million for the years ended December 31, 2018, 2019 and 2020, respectively. As of December 31, 2020, there was $0.2 million of unrecognized compensation expense, related to unvested options granted under the SOP 2015 Plan, which will be recognized over the weighted average remaining vesting period of 0.2 years. 2017 Share Incentive Plan On July 26, 2017, the Company’s board of directors adopted the 2017 Share Incentive Plan, or the 2017 Plan, and the shareholders approved the 2017 Plan at the Company’s Extraordinary General Meeting of Shareholders on September 15, 2017. Following shareholder approval of the 2017 Plan, the Company ceased making awards under the SOP 2015. The 2017 Plan permited the award of share options (both incentive and nonstatutory options), share appreciation rights, or SARs, restricted shares, restricted share units, or RSUs, and other share-based awards to the Company’s employees, officers, directors, consultants and advisers. The 2017 Plan is administered by the Company’s board of directors. With the approval of the 2020 Share Incentive Plan, there were no further options are available for grant under the 2017 Plan. The following table summarizes information regarding our stock option awards under the 2017 Plan at December 31, 2020: 2018 2019 2020 Weighted Weighted Weighted average average average exercise exercise exercise Aggregate price in $ price in $ price in $ intrinsic 2017 Plan Options per share Options per share Options per share value Outstanding as of January 1, 29,410 69.17 239,842 54.14 442,266 35.48 Granted 219,922 52.71 246,330 19.51 129,050 13.50 Exercised — — — — — — Forfeited (9,490) 67.52 (43,906) 47.87 (128,472) 29.39 Outstanding as of December 31, 239,842 54.14 442,266 35.48 442,844 30.89 $ — Vested and exercisable as of December 31, 11,928 68.77 112,028 55.33 228,731 39.02 $ — The Company has 442,844 option grants outstanding at December 31, 2020 with exercise prices ranging from $13.50 per share to $81.90 per share and a weighted average remaining contractual life of 8.2 years. Stock-based compensation expense for stock options granted under the 2017 Plan was $1.8 million, $2.6 million and $2.0 million for the years ended December 31, 2018, 2019 and 2020, respectively. The weighted average fair value of the options granted during years ended December 31, 2018, 2019 and 2020 was $30.64, $11.38 and $7.97 per share, respectively, based on a Black Scholes option pricing model using the following assumptions: Input parameters 2018 2019 2020 Range of expected volatility 59.8% - 61.4% 61.4% - 63.1% 63.8% - 64.0% Expected term of options (in years) 6.1 6.0 6.1 Range of risk-free interest rate 2.6% - 3.0% 1.9% - 2.6% 0.8% - 1.5% Dividend yield — – — The expected price volatility is based on historical trading volatility for the publicly traded peer companies under consideration of the remaining life of the options. The risk-free interest rate is based on the average of five and seven-year market yield on U.S. treasury securities in effect at the time of grant. As of December 31, 2020, there was $2.6 million of total unrecognized compensation expense, related to unvested options granted under the 2017 Plan, which will be recognized over the weighted-average remaining vesting period of 0.9 years. Restricted Stock Units, or RSUs Under the 2017 Plan, the Company granted RSUs which vest over a period of four years with 25% vesting upon the first anniversary of the grant date and on a monthly pro rata basis thereafter over the remaining three years. The Company also granted RSUs to certain employees that vest over a period of four years with 25% vesting upon the first anniversary of the grant date and on a monthly pro rata basis thereafter over the remaining three years. During 2018, the Company granted RSUs to certain employees where vesting of the RSUs was subject to FDA approval of an NDA for XENLETA. Fifty percent (50%) of each RSU award vested upon FDA approval, and the remaining fifty percent (50%) will vest on the one- year anniversary of such approval. In connection with the FDA approval that was received in August 2019, the Company started recognizing compensation expense, as there was no compensation expense recognized on these awards prior to the FDA approval as it was determined that approval was not probable since it was outside of the Company’s control. Also during 2018, the Company granted RSUs to certain employees that have vested in three six-month increments beginning in May 2019 and ending in May 2020. Lastly, the Company granted RSUs in 2018 to certain employees where vesting of the RSUs is subject to FDA approval of an NDA for CONTEPO. Fifty percent (50%) of each RSU award will vest upon FDA approval, and the remaining fifty percent (50%) will vest on the one-year anniversary of such approval. The following table summarizes information regarding our restricted stock unit awards under the 2017 Plan at December 31, 2020: 2019 2020 Weighted Weighted average fair average fair 2017 Plan RSUs value in $ per share RSUs value in $ per share Outstanding as of January 1, 122,210 33.10 90,169 27.37 Granted 47,900 19.00 155,730 13.50 Vested and issued (65,758) 31.80 (51,671) 30.95 Forfeited (14,183) 27.87 (42,959) 17.23 Outstanding as of December 31, 90,169 27.37 151,269 14.56 As of December 31, 2020, there was unrecognized compensation costs of $1.3 million associated with RSUs which are expected to be recognized over the awards average remaining vesting period of 1.1 years. The fair value of RSU’s that vested during the years ended December 31, 2019 and 2020 was $2.1 million and $1.7 million, respectively. 2019 Inducement Share Incentive Plan On March 12, 2019, the Company’s board of directors adopted the 2019 Inducement Share Incentive Plan, or the 2019 Inducement Plan and, subject to the adjustment provisions of the 2019 Inducement Plan, reserved 200,000 ordinary shares for issuance pursuant to equity awards granted under the 2019 Inducement Plan. In accordance with Nasdaq Listing Rule 5635(c)(4), awards under the 2019 Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company. On April 28, 2020, the board of directors resolved not to make any further awards under the 2019 Inducement Plan. The following table summarizes information regarding the Company’s stock option awards under the 2019 Inducement Plan for the years ended December 31, 2019 and 2020: 2019 2020 Weighted Weighted average average exercise exercise Aggregate price in $ price in $ intrinsic 2019 Inducement Plan Options per share Options per share value Outstanding as of January 1 — — 60,565 21.45 Granted 70,315 22.20 18,200 13.50 Exercised — — — — Forfeited (9,750) 26.92 (52,950) 19.59 Outstanding as of December 31 60,565 21.45 25,815 19.04 — Vested and exercisable as of December 31 — — 4,396 26.96 — Stock-based compensation expense under the 2019 Inducement Plan was $77,000 and $38,000 for the years ended December 31, 2019 and 2020, respectively. The weighted average fair value of the options granted during the years ended December 31, 2019 and 2020 was $13.04 and $7.93 per share, respectively. The options granted during the year ended December 31, 2020 were valued based on a Black Scholes option pricing model using the following assumptions. The significant inputs into the model were as follows: Input parameters 2019 2020 Range of expected volatility 59.8% - 61.4% 63.7% - 64.0% Expected term of options (in years) 6.1 6.1 Range of risk-free interest rate 2.55% - 3.03% 0.96% - 1.37% Dividend yield – – The Company has 25,815 option grants outstanding at December 31, 2020 with exercise prices ranging from $13.50 per share to $29.90 per share and a weighted average remaining contractual life of 8.7 years. As of December 31, 2020, there was $0.2 million of total unrecognized compensation expense, related to unvested options granted under the 2019 Inducement Plan, which will be recognized over the weighted-average remaining vesting period of 1.2 years. Inducement Awards Outside of the 2019 Inducement Plan In July 2018, the Company granted a non-statutory option to purchase 85,000 of its ordinary shares and 15,000 performance-based RSUs to the Company’s newly appointed Chief Executive Officer, or the CEO. These equity awards were granted outside of the 2017 Plan, were approved by the Company’s compensation committee and board of directors and were made as an inducement material to the CEO entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The exercise price per share for the share option is $35.30 per share, and the option award has a ten-year term and will vest over a four-year period, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining 75% of the shares underlying the option award to vest monthly over the subsequent 36-month period. The performance-based RSUs are subject to vesting as follows: 50% will vest upon certification by the board of directors of the receipt of approval by the FDA of an NDA for each of lefamulin and CONTEPO for any indication, and 50% will vest on the first anniversary of such certification by the board of directors, provided, in each case, the CEO is performing services to the Company on the applicable vesting dates. If the FDA does not approve an NDA for both lefamulin and CONTEPO by January 31, 2020, the performance-based RSUs will terminate in full. Since CONTEPO was not approved by this date the award was forfeited. The Company also issues non-statutory options to new employees upon the commencement of their employment. Stock-based compensation expense was $0.4 million and $0.4 million for the year ended December 31, 2019 and December 31, 2020. The performance-based RSUs granted to our CEO, had a grant date fair value of $35.30 per share (although no expense was recognized as FDA approval was not considered probable) and the options granted to our CEO had a grant date fair value of $20.50 per share based on a Black Scholes option pricing model using the following assumptions. Input parameters Expected volatility 59.8 % Expected term of options (in years) 6.1 Range of risk-free interest rate 2.9 % Dividend yield — The weighted average remaining contractual life of the options as of December 31, 2020 is 7.6 years. As of December 31, 2020, there was $0.7 million of total unrecognized compensation expense, related to unvested inducement award options granted, which will be recognized over the weighted-average remaining vesting period of 0.8 years. 2020 Share Incentive Plan On March 4, 2020, the Company´s board of directors adopted the 2020 Share Incentive Plan, or the 2020 Plan, which was approved by the Company´s shareholders at the 2020 Annual General Meeting of Shareholders in July 2020, or 2020 AGM. As of the date of the 2020 AGM, the total number of ordinary shares reserved for issuance under the 2020 Plan was for the sum of 930,000 ordinary shares, plus the number of the Company´s ordinary shares that remained available for grant under the 2017 Plan as of immediately prior to the AGM and the number of ordinary shares subject to awards granted under the 2017 Plan and the Company´s Amended and Restated Stock Option Plan 2015, that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right. Following shareholder approval of the 2020 Plan, no further awards will be made under the 2017 Plan. The 2020 Plan provides for the grant of incentive share options, non-statutory share options, share appreciation rights, restricted share awards, restricted share units, other share-based and cash-based awards and performance awards. At The following table summarizes information regarding the Company’s stock option awards under the 2020 Plan for the year ended December 31, 2020: 2020 Weighted average exercise Aggregate price in $ intrinsic 2020 Plan Options per share value Outstanding as of January 1, — — Granted 317,805 10.24 Exercised — — Forfeited (21,000) 7.88 Outstanding as of December 31, 296,805 10.18 — Vested and exercisable as of December 31, — — — Stock-based compensation expense under the 2020 Plan was $144,000 for the year ended December 31, 2020. The weighted average fair value of the options granted during the year ended December 31, 2020 was $4.40 per share. The options granted in the year ended December 31, 2020 were valued based on a Black Scholes option pricing model using the following assumptions. The significant inputs into the model were as follows: Input parameters 2020 Expected volatility 73.0% - 74.4% Expected term of options (in years) 5.5 - 6.1 Risk-free interest rate 0.34% - 0.51% Dividend yield — The Company has 296,805 option grants outstanding at December 31, 2020 with exercise prices ranging from $2.42 per share to $13.50 per share and a weighted average remaining contractual life of 9.6 years. As of December 31, 2020, there was $1.3 million of total unrecognized compensation expense related to unvested options granted under the 2020 Plan, which will be recognized over the weighted-average remaining vesting period of 1.6 years. Restricted Stock Units, or RSUs During 2020, the Company granted 45,977 RSUs to certain employees that vest in three six-month increments beginning in January 2021 and ending in January 2022, with a grant date fair value of $7.88 per share. Also during 2020, the Company granted 43,125 RSUs to certain employees with a grant date fair value of $5.30 per share, where vesting of the RSUs was subject to individual performance goals. For the year ended December 31, 2020, stock-based compensation expense of $111,000 was recognized for these RSUs. As of December 31, 2020, there was $0.5 million of unrecognized compensation expense related to unvested RSUs, which will be recognized over the weighted-average remaining vesting period of 1.0 years. Our share-based compensation expense has been allocated to research and development and selling, general and administrative expenses in the consolidated statement of operations as follows: Year ended December 31, (in thousands) 2018 2019 2020 Research and development $ 1,406 $ 2,138 $ 1,280 Selling, general and administrative 3,748 7,610 3,939 Total $ 5,154 $ 9,748 $ 5,219 The Company recognizes the impact of forfeitures as they occur and issues new shares to satisfy share based compensation arrangements upon the exercise of stock options or vesting of restricted shares. Employee Stock Purchase Plan The Company’s board of directors adopted, and in August 2018 Company’s stockholders approved, the 2018 employee stock purchase plan, or the 2018 ESPP. The maximum aggregate number of shares of ordinary shares that may be purchased under the 2018 ESPP is 50,000 shares, or the ESPP Share Pool, subject to adjustment as provided for in the 2018 ESPP. The ESPP Share Pool available as of December 31, 2020, represented less than 0.1% of the total number of shares of ordinary shares outstanding as of December 31, 2020. The 2018 ESPP allows eligible employees to purchase shares at a 15% discount to the lower of the closing share price at the beginning and end of the six-month offering periods commencing November 1 and ending April 30 and commencing May 1 and ending October 31 of each year. As of the date of this filing, the Company has suspended the 2018 ESPP until further notice. |