Share-Based Payment Awards | Note 8 — Share-Based Payment Awards The Company’s board of directors and stockholders approved the Eton Pharmaceuticals, Inc. 2017 Equity Incentive Plan in May 2017 (the “Plan”), which authorizes the issuance of up to 5,000,000 shares of the Company’s common stock. The Company has granted RSAs, stock options and restricted stock units (“RSUs”) for its common stock under the Plan as detailed in the tables below. There were 976,020 shares available for future issuance under the Plan as of September 30, 2018. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the Plan. The exercise price for stock options granted is not less than the fair value of common shares as determined by the board of directors as of the date of grant. The Company’s board of directors values the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. On January 1, 2018, the Company issued 54,745 restricted shares of its common stock to each of its four outside directors (218,980 total shares). The restricted shares issued to the outside directors vest 25% at each quarter-end in 2018 and will be 100% vested at December 31, 2018. To date, all stock options issued have been non-qualified stock options and the exercise prices were set at the fair value for the shares at the dates of grant. Options typically have a ten-year life except for options to purchase 50,000 shares of the Company’s common stock granted to product consultants that expire within five years if the Company is not able to file certain product submissions to the FDA prior to the five-year expiration date. Furthermore, these option awards to the Company’s product consultants do not vest unless certain product submissions are made to the FDA, and accordingly, the Company has not recorded any expense for these contingently vesting option awards to its product consultants. For the three months ended September 30, 2018 and 2017, the Company’s total stock-based compensation expense was $165 and $604, respectively. Of these amounts, $147 and $593 was recorded in general and administrative expenses, respectively, and $18 and $11 was recorded in research and development expenses, respectively. For the periods ended September 30, 2018 and 2017, the Company’s total stock-based compensation expense was $1,631 and $1,105, respectively. Of these amounts, $1,581 and $1,094 was recorded in general and administrative expenses, respectively, and $50 and $11 was recorded in research and development expenses, respectively. A summary of stock option activity is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding as of December 31, 2017 1,090,000 $ 1.24 9.7 $ 151 Issued 135,000 3.00 Exercised — — Forfeited/Cancelled (20,000 ) 0.21 Options outstanding as of September 30, 2018 1,205,000 $ 1.45 9.0 $ 2,010 Options exercisable at September 30, 2018 237,500 $ 0.84 8.7 $ 542 Options vested and expected to vest at September 30, 2018 1,155,000 $ 1.45 9.0 $ 1,923 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had strike prices lower than the fair value of the Company’s common stock. The assumptions used to calculate the fair value of options granted during the nine months ended September 30, 2018 under the BSM were as follows: September 30, 2018 Expected dividends — % Expected volatility 85 % Risk-free interest rate 2.8-2.9 % Expected term 6.3 years Weighted average fair value $ 2.21 Expected Term — The Company has opted to use the “simplified method” for estimating the expected term of options granted to employees and directors, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). The expected term of options granted to non-employees equals the contractual life of the options. Expected Volatility — Due to the Company’s limited operating history and a lack of Company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero. Fair value of Common Stock — Prior to the Company’s IPO in November 2018, the fair value of the shares of common stock underlying the stock-based awards was determined by the board of directors, with input from management. Because there was no public market for the Company’s common stock, the board of directors determined the fair value of the common stock on the grant-date of the stock-based award by considering a number of objective and subjective factors, including enterprise valuations of the Company’s common stock performed by an unrelated third-party specialist, valuations of comparable companies, sales of the Company’s convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s capital stock, and general and industry-specific economic outlook. The board of directors intended all options granted to be exercisable at a price per share not less than the estimated per share fair value of common stock underlying those options on the date of grant. A summary of activity for RSAs and RSUs is as follows: Restricted Stock Awards Number of shares Unvested as of December 31, 2017 2,500,000 Issued 218,980 Vested (2,164,235 ) Forfeited/Cancelled — Unvested as of September 30, 2018 554,745 The weighted average grant date fair value of the RSAs issued was $1.37 during the nine months ended September 30, 2018. The fair value of the RSAs vested during the nine months ended September 30, 2018 was $2,677. Restricted Stock Units Number of shares Unvested as of December 31, 2017 50,000 Issued — Vested (50,000 ) Forfeited/Cancelled — Unvested as of September 30, 2018 — The fair value of the RSUs vested during the nine months ended September 30, 2018 was $69. As of September 30, 2018, there was a total of $913, $174 and $0 of unrecognized compensation costs related to non-vested stock option awards, RSAs and RSUs, respectively. There were no exercises of stock options during the nine months ended September 30, 2018. |