Share Capital | 7. SHARE CAPITAL (a) Stock Options Under the amended and restated QLT 2000 Incentive Stock Plan (the “Plan”), the maximum number of common shares, without par value, that are allotted for stock option and RSU grants under the Plan is 11,800,000. As at September 30, 2015, there are 3,007,042 remaining common shares available for future grants under the Plan. We use the Black-Scholes option pricing model to estimate the value of the options at each grant date. The Black-Scholes option pricing model was developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. In addition, option pricing models require the input of highly subjective assumptions, including the expected stock price volatility. We project expected volatility and expected life of our stock options based upon historical and other economic data trended into future years. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of our stock options. In connection with the strategic transactions announced on June 8, 2015 as described under Note 3 — Terminated Merger Transaction with InSite Strategic Transactions On January 6, 2015, the Board of Directors granted 100,000 stock options to QLT’s Interim Chief Financial Officer, Glen Ibbott. These stock options were originally expected to vest and become exercisable in thirty six (36) successive and equal monthly installments from the grant date. As described above, the vesting provisions applicable to these stock options were accelerated on June 7, 2015. These stock options are subject to a ten (10) year expiration period and have an exercise price of CAD $4.84 per common share, which is equal to the closing price of the Company’s common shares on the Toronto Stock Exchange on the date of grant. No stock options were granted during the three months ended September 30, 2015, or the three and nine months ended September 30, 2014. The following weighted average assumptions (no dividends are assumed) were used to value stock options granted in each of the following periods: Three months ended Nine months ended 2015 2014 2015 2014 Annualized volatility — — 41.3 % — Risk-free interest rate — — 1.4 % — Expected life (years) — — 6.8 — The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2015 was CAD $2.12 (nine months ended September 30, 2014 – nil). Stock-based compensation expense for the three and nine months ended September 30, 2015 and 2014 was as follows: Three months ended Nine months ended (In thousands of U.S. dollars) 2015 2014 2015 2014 Research and development $ — $ 98 $ 1,193 $ 682 Selling, general and administrative — 67 939 425 Stock-based compensation expense $ — $ 165 $ 2,132 $ 1,107 As at September 30, 2015, 428,152 stock options were exercisable (December 31, 2014 – 816,197) and nil stock options were unvested (December 31, 2014 – 1,273,952). Given the accelerated vesting of stock options at June 7, 2015, no stock-based compensation expense was recorded during the three months ended September 30, 2015 and the total estimated unrecognized compensation cost related to unvested stock options as at September 30, 2015 is nil. We issue new common shares upon exercise of stock options. During the three months ended September 30, 2015, 2,650 stock options were exercised (three months ended September 30, 2014 – 104,044). During the nine months ended September 30, 2015, 1,565,476 stock options were exercised (nine months ended September 30, 2014 – 104,044). The intrinsic values associated with these stock options and the related cash received during the respective periods was as follows: Three months ended Nine months ended (In thousands of U.S. dollars) 2015 2014 2015 2014 Intrinsic value of stock options exercised $ 4 $ 53 $ 987 $ 53 Cash from exercise of stock options 8 556 4,953 556 (b) Deferred Share Units DSUs have only been issued to our directors. DSUs vest in thirty-six (36) successive and equal monthly installments beginning on the first day of the first month after the date of grant. A vested DSU can only be settled by conversion to cash (i.e. no share is issued) and is automatically converted after the director ceases to be member of the Board unless the director is removed from the Board for just cause. The impact on our results of operations of recording DSU compensation expense for the three and nine months ended September 30, 2015 and 2014 was as follows: Three months ended Nine months ended (In thousands of U.S. dollars) 2015 2014 2015 2014 Research and development $ (40 ) $ (10 ) $ 4 $ 43 Selling, general and administrative (87 ) (16 ) 13 102 Deferred share unit compensation expense $ (127 ) $ (26 ) $ 17 $ 145 No cash payments were made under the DSU Plan during the three and nine months ended September 30, 2015 and 2014. As at September 30, 2015, 132,611 DSUs were vested (December 31, 2014 – 98,389) and 21,389 DSUs were unvested (December 31, 2014 – 55,611). (c) Restricted Stock Units RSUs generally vest in three (3) successive and equal yearly installments on the date of each of the first three annual general meetings of the Company held after the date of grant. Upon vesting, each RSU represents the right to receive one common share of the Company. In connection with the transactions announced on June 8, 2015 as described under Note 3 — Terminated Merger Transaction with InSite Strategic Transactions Total RSU compensation expense recorded during the three and nine months ended September 30, 2015 and 2014 was as follows: Three months ended Nine months ended (In thousands of U.S. dollars) 2015 2014 2015 2014 Research and development $ — $ 5 $ 61 $ 16 Selling, general and administrative — 9 137 27 Restricted stock unit compensation expense $ — $ 14 $ 198 $ 43 Upon vesting of RSUs, common shares are issued and these vested RSUs are no longer considered outstanding, but are rather reflected as part of the total number of shares outstanding. As a result of the June 7, 2015 accelerated vesting of RSUs and related issuance of shares, nil RSUs were outstanding and unvested as at September 30, 2015 (December 31, 2014 – 64,000). In addition, the total estimated unrecognized compensation cost related to RSUs as at September 30, 2015 was nil (December 31, 2014 – $0.2 million) and the weighted average period over which such costs are expected to be recognized is nil (December 31, 2014 – 2.34 years). |