Share-Based Compensation | Note 7—Share-based compensation Equity Incentive Plan: On June 1, 2017, the Company adopted its 2017 Equity Incentive Plan (the “2017 Plan”), under which 2,002,509 common shares are reserved for grant. On June 15, 2018, the Board of Directors approved an increase in the common shares reserved for grant under the 2017 Plan of 1,068,006 common shares. The 2017 Plan was approved by the Company’s shareholders in September 2018. In connection with the Company’s initial public offering, the 2017 Plan was amended effective upon the execution of the underwriting agreement related to the offering. All references herein to our 2017 Plan will be deemed to refer to the 2017 Plan, as amended and restated, unless context otherwise requires. Share-based awards under the 2017 Plan are subject to terms and conditions established by the Compensation Committee of the Company’s Board of Directors. The 2017 Plan provides for the grant of incentive options within the meaning of Section 422 of the Internal Revenue Code to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory options, restricted share awards, restricted share unit awards, share appreciation rights, performance share awards and other forms of share compensation to its employees, including officers, consultants and directors. The 2017 Plan also provides for the grant of performance cash awards to the Company’s employees, consultants and directors. The Company’s policy is to issue new common shares upon the exercise of stock options, conversion of share units or purchase of restricted shares. Pursuant to the “evergreen” provision contained in the 2017 Plan, the number of common shares reserved for issuance under the 2017 Plan will automatically increase on November 1, 2018 by 4% of the total number of common shares outstanding on October 31, 2018, and annually thereafter, for a period of ten years, from November 1, 2019 continuing through November 1, 2028, by 4% of the total number of the Company’s common shares outstanding on the last day of the preceding month, or by a lesser number of common shares as may be determined by the Company’s Board of Directors prior to any such increase date. At September 30, 2018, a total of 515,640 common shares were available for future issuance under the 2017 Plan. Stock options: The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model applying the range of assumptions in the following table: Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Six Months Ended September 30, 2018 Six Months Ended September 30, 2017 Risk-free interest rate 2.77% - 2.99% 2.01% 2.73% - 2.99% 2.01% Expected term, in years 6.11 6.25 6.00 - 6.25 6.25 Expected volatility 67.2% - 67.9% 69.9% 67.2% - 68.4% 69.9% Expected dividend yield —% —% —% —% The following table presents a summary of stock option activity and data under the Company’s 2017 Plan through September 30, 2018 (in thousands, except share and per share data): Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at March 31, 2018 1,737,838 $ 3.84 $ 2.46 — $ — Granted 817,571 $ 7.73 $ 5.24 Forfeited (534 ) $ 4.01 $ 2.48 Options outstanding at September 30, 2018 2,554,875 $ 5.08 $ 3.35 9.27 $ 17,767 Options exercisable at September 30, 2018 250,314 $ 3.86 $ 2.47 8.98 $ 2,038 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the quoted market price of our common shares at September 30, 2018. At September 30, 2018, there were 250,314 vested or exercisable options outstanding. Share-based compensation was as follows (in thousands): Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Six Months Ended September 30, 2018 Six Months Ended September 30, 2017 Share-based compensation recognized as: Research and development $ 293 $ 854 $ 565 $ 1,693 General and administrative 696 33 1,230 78 Total $ 989 $ 887 $ 1,795 $ 1,771 Share-based compensation expense is included in research and development and general and administrative expenses in the accompanying interim condensed consolidated statements of operations consistent with the grantee’s salary classification. Share-based compensation expense presented in the table above includes share-based compensation expense allocated to the Company by RSL as described below in Note 7[B]. Of the total share-based compensation expense, amounts recognized for options granted to non-employees were immaterial for all periods presented. In connection with the Company’s initial public offering, the Company reassessed the fair value of: (1) 88,096 common shares underlying stock options granted in July 2018; and (2) 5,340 common shares underlying stock options granted in August 2018 to the Company’s employees with a weighted-average exercise price of $10.61 per common share. As a result, the Company determined that the reassessed fair value of the common shares underlying the stock options granted in July and August 2018 was $14.00 per common share, which was the initial public offering price of the Company’s common shares. Management believes the initial public offering price was a better reflection of the fair value of the common shares underlying these stock options based on market participants. The use of this higher fair value per common share increased the weighted-average fair value of the stock options granted in July and August 2018 to $9.58 per common share. Prior to the initial public offering, the fair value of the common shares underlying the Company’s stock options was estimated on each grant date by the Board of Directors. In order to determine the fair value of the Company’s common shares underlying granted stock options, the Board of Directors considered, among other things, timely valuations of the common shares prepared by an unrelated independent third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The use of this higher share price increased both recognized and unrecognized share-based compensation expense and thus the total fair value of the stock options granted in July and August 2018 increased by $0.3 million. During the three and six months ended September 30, 2018, the incremental fair value recognized was approximately $18,000. Total unrecognized share-based compensation expense was approximately $7.3 million at September 30, 2018 and is expected to be recognized over a weighted-average period of 3.34 years. [A] Stock options granted to employees and non-employees: During the three and six months ended September 30, 2018, the Company granted options to purchase 133,251 common shares and 817,571 common shares, respectively, to certain employees and directors of the Company with a weighted-average exercise price of $11.62 and $7.73, respectively, under the 2017 Plan. For the three and six months ended September 30, 2018 and 2017, the Company recorded share-based compensation expense related to stock options issued to employees, directors and consultants of $0.9 million and $1.2 million and approximately $7,000 and $7,000, respectively. This share-based compensation expense is included in general and administrative expenses and research and development expenses in the accompanying condensed consolidated statements of operations. [B] Share-based compensation allocated to the Company by RSL: In relation to the RSL common share awards and options issued by RSL to RSL, RSI and RSG employees, the Company recorded share-based compensation expense of $0.1 million and $0.6 million and $0.9 million and $1.8 million for the three and six months ended September 30, 2018 and 2017, respectively. Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSL, RSI and RSG employees on Company matters. The RSL common share awards and RSL options are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. Significant judgment and estimates were used to estimate the fair value of these RSL awards and RSL options, as they are not publicly traded. RSL common share awards and RSL options are subject to specified vesting schedules and requirements (a mix of time-based and performance-based events). The fair value of each RSL common share award is based on various corporate event-based considerations, including targets for RSL’s post-IPO market capitalization and future financing events. The fair value of each RSL option on the date of grant is estimated using the Black-Scholes option-pricing model. Compensation expense will be allocated to the Company over the required service period over which these RSL common share awards and RSL options would vest and is based upon the relative percentage of time utilized by RSL, RSI and RSG employees on Company matters. RSL restricted stock unit (“RSUs”): In connection with his employment agreement, the Company’s Principal Executive Officer was granted 66,845 RSUs of the Company’s parent company, RSL, during the year ended March 31, 2018. The RSUs have a requisite service period of eight years and have no dividend rights. The RSUs will vest upon the achievement of both a performance and liquidity condition, if both are achieved within the requisite service period. As of September 30, 2018, the performance condition had not been met and was deemed not probable of being met. For the three and six months ended September 30, 2018 and 2017, the Company recorded no share-based compensation expense related to the RSUs that were issued. At September 30, 2018, there was $0.9 million of unrecognized compensation expense related to non-vested RSUs. The Company will recognize the expense upon the probable achievement of the performance condition through the requisite service period. |