Share-based compensation | 15. Share-based compensation Share options 2011 Share incentive plan On April 15, 2011, the Board of Directors approved the 2011 Share Incentive Plan (the "2011 Plan"), which is administered by the Board of Directors or any of its committees such as the Option Committee. Under the Plan, the Board of Directors may grant options to its employees, directors and consultants to purchase an aggregate of no more than 17,000,000 ordinary shares of the Company (the "Option Pool"). On June 29, 2012, March 28, 2013, August 10, 2014, October 6, 2014 and April 17, 2015, the Board of Directors approved the increase in the Option Pool to 19,000,000 ordinary shares, 24,600,000 ordinary shares, 27,100,000 ordinary shares, 30,560,432 ordinary shares and 43,560,432 ordinary shares, respectively. 2016 Share option and incentive plan On January 14, 2016, in connection with the IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the "2016 Plan"), which became effective on February 2, 2016. The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan plus any shares available under the 2011 Plan and not subject to any outstanding options as of the effective date of the 2016 Plan. The 2016 Plan provides for an annual increase in the shares available for issuance thereunder, to be added on the first day of each fiscal year, beginning with the year ending December 31, 2017 and continuing until the expiration of the 2016 Plan, equal to the lesser of (i) five percent (5%) of the outstanding shares of the Company's common stock on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the board of director or the compensation committee. This number is subject to adjustment in the event of a share split, share dividend or other change in the Company's capitalization. In addition, options cancelled or forfeited under the 2011 Plan will also be available for issuance under the 2016 Plan. During the years ended December 31, 2015 and 2014, the Company granted 15,663,600 and 3,766,000 options to employees, as well as 1,950,000 and 125,000 options to non-employees under the 2011 Plan, respectively. In January 2016, the Company granted 1,685,152 options to employees and 732,000 options to consultants, with an exercise price of $1.85 per ordinary share under the 2011 Plan. On February 8, 2016, the Company granted 460,626 options with an exercise price of $2.43 per ordinary share under the 2016 Plan. On May 3, 2016, the Company granted 2,376,000 options with an exercise price of $2.05 per ordinary share and 475,000 restricted ordinary shares under the 2016 Plan. On October 12, 2016, the Company granted 20,000 and 10,400 options to employees under the 2016 Plan, with exercise price of $0.5 per share and $1.85 per share, respectively. For the period from July 1, 2016 through December 31, 2016, except for the 30,400 options granted on October 12, 2016 (mentioned above), the Company granted an aggregate of 30,764,961 options to employees, 2,872,080 options to consultants, and 600,000 restricted ordinary shares to employees, under the 2016 Plan, with an exercise price per ordinary share equal to 1 /13 of the closing price of the Company's ADS quoted on the NASDAQ Stock Exchange on the respective grant date. During the years ended December 31, 2016, 2015 and 2014, the Company granted nil, 11,400,500 and nil options to employees and nil, 3,800,167 and nil options to non-employees outside of the Company's 2011 Plan and 2016 Plan. Generally, options have a contractual term of 10 years and vest over a three- to five-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter. Restricted shares vest over a four year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter. As of December 31, 2016, share-based awards to purchase 77,079,743 ordinary shares were outstanding and share-based awards to purchase 34,712,601 ordinary shares were available for future grant under the Plan. Modification On October 1, 2015 ("Modification Date"), a consultant surrendered 1,000,000 options in exchange for a reduction of the vesting period ("Modified Option Agreement"). The fair value of the options immediately after the modification was higher than that immediately before the modification. The total incremental compensation cost for the modification of $81 was recognized on Modification Date. Subsequently, on November 1, 2015 ("Date of the Change in Employment Status"), the consultant became an employee of the Company. Under the terms of the Modified Option Agreement, the individual retains the same vesting terms; hence, there is no modification to account for. The fair value of the options to the consultant has been re-measured on the Date of the Change in Employment Status and compensation charges have been accounted for prospectively over the remaining vesting period. Upon the completion of the Company's IPO on February 8, 2016, a consultant became a member of the Company's board of directors. Under the terms of the original option agreement, the individual retains the option grants on a change in status; hence, there is no modification to account for. The fair value of the options granted by the Company to the consultant has been re-measured as of February 8, 2016 and compensation charges have been accounted for prospectively over the remaining vesting period. There were no other modifications to the Company's share option arrangements for the periods presented. Employee share option The following table summarizes the Company's employee share option activities under the share option plan: Number of Weighted Weighted Weighted Aggregate $ $ Years $ Outstanding at December 31, 2015 — Granted — — Transferred from non-employee* — — — — Exercised — Forfeited — — Outstanding at December 31, 2016 — Exercisable as of December 31, 2016 — Vested or expected to vest at December 31, 2016 — * Represents share options of a consultant who became a member of the Company's board of directors on February 8, 2016, and thus this individual's options are treated as employee share options. The aggregate intrinsic value in the table above represents the difference between the fair value of Company's ordinary shares as at the balance sheet date and the exercise price. Total intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 was $1,350, $12,496 and $737, respectively. The total weighted average grant-date fair value of the equity awards granted during the years ended December 31, 2016, 2015 and 2014 were $1.60, $0.28 and $0.01 per option, respectively. The total fair value of the equity awards vested during the years ended December 31, 2016, 2015 and 2014 were $2,821, $72 and $87, respectively. As of December 31, 2016, there were $54,939 of total unrecognized employee share-based compensation expenses, net of estimated forfeitures, related to unvested share-based awards which are expected to be recognized over a weighted-average period of 3.45 years. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. Non-employee share option The following table summarizes the Company's non-employee share option activities under the share option plan: Number of Weighted Weighted Weighted Aggregate $ $ Years $ Outstanding at December 31, 2015 — Granted — — Transferred to employee* — — — — Exercised — Forfeited — — Outstanding at December 31, 2016 — Exercisable as of December 31, 2016 — Vested or expected to vest at December 31, 2016 — * Represents the share options of a consultant who became a member of the Company's board of directors on February 8, 2016, and thus this individual's options are treated as employee share options. The aggregate intrinsic value in the table above represents the difference between the fair value of Company's ordinary share as at the balance sheet date and the exercise price. Total intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 was $3, nil and $278, respectively. The total weighted average grant-date fair value of the equity awards granted during the years ended December 31, 2016, 2015 and 2014 were $1.63, $0.35 and $0.01 per option, respectively. The total fair value of the equity awards vested during the years ended December 31, 2016, 2015 and 2014 were $52, $578 and $251, respectively. As of December 31, 2016, there was $6,262 of total unrecognized non-employee share-based compensation expenses, net of estimated forfeitures, related to unvested share- based awards which are expected to be recognized over a weighted-average period of 3.25 years. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. Fair value of options The binomial option-pricing model was applied in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. For expected volatilities, the trading history and observation period of the Company's own share price movement has not been long enough to match the life of the share option. Therefore, the Company has made reference to the historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company. For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management's estimation, which the Company believes is representative of the future exercise pattern of the options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant. Prior to the completion of the Company's initial public offering, the estimated fair value of the ordinary shares, at the option grant dates, was determined with assistance from an independent third party valuation firm, and the Company's management was ultimately responsible for the determination of the estimated fair value of its ordinary shares. With the completion of the Company's initial public offering, a public trading market for the ADSs has been established, it is no longer necessary for the Company to estimate the fair value of ordinary shares at the option grant dates. The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented: Year Ended December 31, 2016 2015 2014 Fair value of ordinary share 1.85 ~ 2.84 0.33 ~ 1.62 0.01 ~ 0.30 Risk-free interest rate 1.5% ~ 2.6% 1.5% ~ 2.4% 1.9% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 98% ~ 102% 94% ~ 106% 99% ~ 104% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years Restricted stock The following table summarizes the Company's employee restricted stock activities: Numbers Weighted Average $ Outstanding at December 31, 2015 Granted Vested Forfeited — — Outstanding at December 31, 2016 Expected to vest at December 31, 2016 The Company had no non-employee restricted stock activities during the year ended December 31, 2016. As of December 31, 2016, there was $2,045 of total unrecognized share-based compensation expenses, net of estimated forfeitures, related to unvested restricted shares. The following table summarizes total compensation cost recognized for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 $ $ $ Research and development General and administrative Total |