Share-Based Compensation | Note 8—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 the Company’s 2017 Plan will be deemed to refer to the 2017 Plan, as amended and restated, unless context otherwise requires. In September 2019, the shareholders of the Company approved at the 2019 Annual General Meeting of Shareholders an amendment to the 2017 Plan to increase the number of common shares reserved for issuance under the 2017 Plan by 3,000,000 shares. Pursuant to the “evergreen” provision contained in the 2017 Plan, the number of common shares reserved for issuance under the 2017 Plan automatically increases on November 1 of each year, commencing on November 1, 2018 and ending on November 1, 2028, in an amount equal to 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, 2019, a total of 3,040,255 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, 2019 Three Months Ended September 30, 2018 Six Months Ended September 30, 2019 Six Months Ended September 30, 2018 Risk-free interest rate 1.39% - 1.92% 2.77% - 2.99% 1.39% - 2.33% 2.73% - 2.99% Expected term, in years 5.50 - 6.11 6.11 5.50 - 6.11 6.00 - 6.25 Expected volatility 62.7% - 63.7% 67.2% - 67.9% 62.7% - 65.1% 67.2% - 68.4% Expected dividend yield —% —% —% —% The following table presents a summary of stock option activity and data under the Company’s 2017 Plan through September 30, 2019 (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, 2019 4,058,866 $ 6.10 $ 3.90 9.13 Granted 302,100 $ 8.43 $ 4.91 Exercised (58,522 ) $ 3.76 $ 2.53 Forfeited (132,790 ) $ 6.55 $ 4.37 Options outstanding at September 30, 2019 4,169,654 $ 6.29 $ 3.98 8.71 $ 14,249 Options exercisable at September 30, 2019 1,023,036 $ 4.68 $ 3.06 8.19 $ 4,944 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, 2019. At September 30, 2019, there were 1,023,036 vested or exercisable options outstanding. During the three and six months ended September 30, 2019, the Company granted options to purchase 216,300 common shares and 302,100 common shares, respectively, to certain employees and directors of the Company with a weighted-average exercise price of $8.58 and $8.43, respectively, under the 2017 Plan. The aggregate intrinsic value of options exercised to purchase 41,001 common shares and 58,522 common shares, respectively, during the three and six months ended September 30, 2019 was $0.2 million and $0.3 million, respectively. Restricted stock unit (“RSUs”): A summary of restricted stock unit activity under the Company’s 2017 Plan through September 30, 2019 is as follows: Number of Shares Unvested balance at March 31, 2019 5,000 Granted 10,000 Unvested balance at September 30, 2019 15,000 The weighted average grant-date fair value of RSUs granted during the three and six months ended September 30, 2019 was $7.99 per unit. [A] Share-based compensation expense: Share-based compensation expense was as follows (in thousands): Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Six Months Ended September 30, 2019 Six Months Ended September 30, 2018 Share-based compensation recognized as: Research and development $ 257 $ 293 $ 522 $ 565 General and administrative 964 696 1,746 1,230 $ 1,221 $ 989 $ 2,268 $ 1,795 Share-based compensation expense is included in research and development and general and administrative expenses in the accompanying 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 8[B]. Of the total share-based compensation expense, amounts recognized for options granted to non-employees were immaterial for all periods presented. For the three and six months ended September 30, 2019 and 2018, the Company recorded share-based compensation expense related to stock options and restricted stock units issued to employees, directors and consultants of $1.2 million and $2.3 million and $0.9 million and $1.2 million, 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. Total unrecognized share-based compensation expense was approximately $11.8 million at September 30, 2019 and is expected to be recognized over a weighted-average period of 2.72 years. [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 no share-based compensation expense for the three and six months ended September 30, 2019. For the three and six months ended September 30, 2018, the Company recorded share-based compensation of $0.1 million and $0.6 million, 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 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 market condition, if both are achieved within the requisite service period. As of September 30, 2019, the performance condition had not been met and was deemed not probable of being met. For the three and six months ended September 30, 2019 and 2018, the Company recorded no share-based compensation expense related to the RSUs that were issued. At September 30, 2019, 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. |