Share-Based Compensation | 9 Months Ended |
Sep. 30, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
| 7 | Share-Based Compensation | | | | | | |
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The Company has adopted incentive and nonqualified stock option plans for executive, scientific and administrative personnel of the Company as well as outside directors and consultants. In June 2014, the Company’s shareholders approved an amendment to the 2011 Long-Term Incentive Plan, increasing the number of shares reserved for issuance from 4,230,000 to 5,730,000 shares of common stock to be available for grants and awards. As of September 30, 2014, there are 4,567,876 shares issuable under options previously granted and currently outstanding, with exercise prices ranging from $1.59 to $34.10. In 2014, the Company awarded options to two officers and two board members, covering up to 400,000 shares, in which vesting is subject to achievement of certain performance milestone conditions. In 2012, the Company awarded options to two officers, a portion of which is subject to certain performance conditions and market conditions. Options granted under the plans generally vest over periods varying from immediately to one to three years, are not transferable and generally expire ten years from the date of grant. As of September 30, 2014, 1,605,876 shares remained available for grant under the Company’s 2011 Long-Term Incentive Plan. |
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The Company records compensation expense associated with stock options and other equity-based compensation in accordance with provisions of authoritative guidance. Compensation costs are recognized over the requisite service period, which is generally the option vesting term of up to three years. Awards with performance conditions will be expensed if it is probable that the performance condition will be achieved. On September 17, 2014, the vesting of all of the performance condition options became probable as a result of the Spectrum transaction discussed in Note 3. Therefore, for the three months ended September 30, 2014, non-cash compensation expense of $686,600 has been recorded for share awards with performance conditions. |
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The Company’s net loss for the nine months ended September 30, 2014 and 2013 includes non-cash compensation expense of $1,852,310 and $1,554,422, respectively, related to the Company’s share-based compensation awards. The compensation expense related to the Company’s share-based compensation arrangements is recorded as components of general and administrative expense and research and development expense, as follows: |
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| | NINE MONTH PERIOD ENDED SEPTEMBER 30, | | |
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| | 2014 | | 2013 | | |
Research and development | | $ | 572,842 | | $ | 587,186 | | |
General and administrative | | | 1,279,468 | | | 967,236 | | |
Share-based compensation expense | | $ | 1,852,310 | | $ | 1,554,422 | | |
Net share-based compensation expense, per common share: | | | | | | | | |
Basic and diluted | | $ | 0.07 | | $ | 0.06 | | |
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The Company uses the Black-Scholes-Merton valuation model to estimate the fair value of stock options granted to employees. Option valuation models, including Black-Scholes-Merton, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award. |
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Following are the weighted-average assumptions used in valuing the stock options granted during the nine-month periods ended September 30, 2014 and 2013: |
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| | | NINE MONTH PERIOD ENDED SEPTEMBER 30, | |
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| | | 2014 | | | 2013 | |
Expected volatility | | | 102.41 | % | | | 105.37 | % |
Risk-free interest rate | | | 1.78 | % | | | 1.01 | % |
Expected term of option | | | 5.63 years | | | | 5.76 years | |
Forfeiture rate* | | | 3 | % | | | 5 | % |
Expected dividend yield | | | 0 | % | | | 0 | % |
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* - Authoritative guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. During the nine- month periods ended September 30, 2014 and 2013, forfeitures were estimated at 3% and 5%, respectively. |
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The weighted average fair value of stock options granted during the nine-month periods ended September 30, 2014 and 2013 was $1.44 and $1.43, respectively. |
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A summary of the Company’s stock option plans and of changes in options outstanding under the plans for the nine months ended September 30, 2014 is as follows: |
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| | | Weighted | | |
| | | Average | | |
| Number of | | Exercise | | |
| Options | | Price | | |
Outstanding at January 1, 2014 | | | 3,586,394 | | $ | 2.69 | | |
Granted | | | 1,090,000 | | $ | 1.83 | | |
Exercised | | | - | | $ | - | | |
Expired | | | 104,976 | | $ | 6.21 | | |
Forfeited | | | 3,542 | | $ | 1.94 | | |
Outstanding at September 30, 2014 | | | 4,567,876 | | $ | 2.4 | | |
Vested and expected to vest at September 30, 2014 | | | 4,528,970 | | $ | 2.41 | | |
Exercisable at September 30, 2014 | | | 3,270,995 | | $ | 2.64 | | |
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Cash received from option exercises under all share-based payment arrangements for the three and nine months ended September 30, 2013 was $0 and $7,190, respectively. There were no option exercises during the three or nine months ended September 30, 2014. |
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