STOCKHOLDERS' EQUITY | (8) STOCKHOLDERS’ EQUITY (a) CAPITAL STOCK In January 2014, we filed a $75.0 million shelf registration statement on Form S-3 (the 2014 shelf registration statement), with the Securities and Exchange Commission. The 2014 shelf registration statement was declared effective February 11, 2014 and allows us to obtain financing through the issuance of any combination of common stock, preferred stock or warrants. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. On February 11, 2014, we entered into an Equity Distribution Agreement (the EDA) with Roth Capital Partners, LLC (Roth Capital Partners), pursuant to which we may sell from time to time up to $10.0 million of shares of our common stock, par value $0.001 per share, through Roth Capital Partners (the ATM Offering). Sales of shares in the ATM Offering, if any, may be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation directly on the NASDAQ Capital Market, or any other existing trading market for the shares or through a market maker, or, if agreed by the Company and Roth Capital Partners, by any other method permitted by law, including but not limited to in negotiated transactions. The ATM Offering is being made pursuant to the 2014 shelf registration statement. We have used and intend to continue using the net proceeds from the sale of shares in the ATM Offering, if any, for operating costs, working capital and general corporate purposes. At the time of the registered direct offering described immediately below, we suspended the ATM Offering. We will continue to evaluate the market and look for opportunities to resume activity under the ATM Offering. As of March 31, 2014, we had sold 721,677 shares in the ATM Offering for gross proceeds of approximately $2.6 million. We have not sold any shares under the ATM Offering since that date. On March 18, 2014, we sold 2,870,000 shares of our common stock in a registered direct offering pursuant to the 2014 shelf registration statement (the Registered Direct Offering), at a price of $3.15 per share, resulting in gross proceeds of approximately $9.0 million. We have used and intend to continue using the net proceeds, $8.4 million, from the sale of shares in the Registered Direct Offering for operating costs, working capital and general corporate purposes. Effective September 7, 2011 we entered into a Stockholder Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Stockholder Rights Agreement was not adopted in response to any specific effort to acquire control of the Company. In connection with the adoption of the Stockholder Rights Agreement, the Company’s Board of Directors declared a dividend of one preferred stock purchase right, or Right, for each outstanding share of common stock to stockholders of record as of the close of business on September 7, 2011. Initially, the Rights will be represented by GenVec’s common stock certificates or book entry notations, will not be traded separately from the common stock and will not be exercisable. In the event that any person acquires beneficial ownership of 20% or more of the outstanding shares of GenVec’s common stock, or upon the occurrence of certain other events, each holder of a Right, other than the acquirer, would be entitled to receive, upon payment of the purchase price, which is initially set at $32 per Right, a number of shares of GenVec common stock having a value equal to two times such purchase price. The Company’s Board of Directors is entitled to redeem the Rights at $0.001 per right at any time before a person or group has acquired 20% or more of the Company’s common stock. The Rights will expire on September 7, 2021, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. The Rights will at no time have any voting rights. The Company has authorized 30,000 shares of Series B Junior Participating Preferred Stock in connection with the adoption of the new Stockholder Rights Agreement. There was no Series B Junior Participating Preferred Stock issued or outstanding as of December 31, 2015 or December 31, 2014. In addition to the common stock reflected on our balance sheets, the following items are reflected in the capital accounts as of December 31, 2015 and 2014: · 4,400,000 shares of $0.001 par value preferred stock have been authorized; none are issued or outstanding. · 600,000 shares of $0.001 par value Series A junior participating preferred stock have been authorized in connection with the preferred stock purchase rights referred to above; none are issued or outstanding. (b) STOCK-BASED COMPENSATION Stock Incentive Plans Our stockholders approved the 2015 Omnibus Incentive Plan (2015 Plan) in November 2015. The 2015 Plan increased the number of shares of common stock that are available to be issued through grants or awards made thereunder or through the exercise of options granted by 1,500,000 shares. At December 31, 2015 there were 1,648,413 shares available for future issuance and 2,237,317 outstanding options under the 2015 Plan, the 2011 Omnibus Incentive Plan (2011 Plan), the CEO Incentive Plan, and the 2002 Stock Incentive Plan (2002 Plan). Options outstanding under the 2015 Plan at December 31, 2015 expire through 2025. Stock options granted under the 2015 Plan generally have a contractual term of 10 years and vest ratably over a four- year service period, when the option is fully exercisable. The Compensation Committee administers the 2015 Plan, approves the individuals to whom options, restricted stock, or other awards will be granted, and determines the terms of the awards, including the number of shares granted and exercise price of each option. The 2015 Plan amends and restates the 2011 Plan, which was approved in June 2011 as the replacement to the 2002 Plan, which was approved in June 2002. There were 97,500 outstanding options and no outstanding restricted stock awards under the 2015 Plan at December 31, 2015. There were 1,710,333 outstanding options and no outstanding restricted stock awards under the 2011 Plan at December 31, 2015. There were 346,151 outstanding options and no outstanding restricted stock awards under the 2002 Plan at December 31, 2015. Options outstanding under the 2015 Plan at December 31, 2015 expire through 2025. Options outstanding under the 2011 Plan at December 31, 2015 expire through 2025. Options outstanding under the 2002 Plan at December 31, 2015 expire through 2021. As of December 31, 2015 there are no unvested restricted stock awards under the 2015 Plan, the 2011 Plan or the 2002 Plan. In May 2012, the Company granted an Inducement Award to purchase shares of common stock to our then President and Chief Executive Officer pursuant to a CEO inducement award agreement. The Inducement Award allowed for the purchase of up to 250,000 shares of common stock at an exercise price per share equal to $2.54. The option has a ten-year term and vested ratably over a four-year service period, when the option was to be fully exercisable. When the former CEO departed the Company she forfeited her unvested shares as of September 3, 2013. There are 83,333 outstanding options awards under the CEO inducement plan at December 31, 2015. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to employee stock options for the years ended December 31, 2015 and 2014, which was allocated as follows: Years ended December 31, 2015 2014 (in thousands) General and administrative $ 554 $ 312 Research and development 369 236 $ 923 $ 548 We use the Black-Scholes pricing model to value stock options. The weighted-average estimated fair value of employee stock options granted during the 12 months ended December 31, 2015 and 2014 was calculated using the Black-Scholes model with the following weighted-average assumptions: 2015 2014 Range of risk-free interest rate 1.42%-1.87% 1.82%-2.01% Expected dividend yield 0.00 % 0.00 % Expected volatility 103.61 % 97.92 % Expected life (years) 6.30 6.25 Weighted-average fair value of options granted $ 2.27 $ 2.60 The risk-free interest rate assumption is based upon various U.S. Treasury rates as of the date of the grants. The dividend yield is based on the assumption that we are not expected to declare a dividend over the life of the options. The volatility assumption for 2015 and 2014 is based on the weighted average volatility for the most recent one-year period as well as the volatility over the expected life of 6.30 and 6.25 respectively. The expected life of employee stock options represents the weighted average combining the actual life of the options that have already been exercised or cancelled with the expected life of all outstanding options. The expected life of outstanding options is calculated assuming the options will be exercised at the midpoint of the vesting date and the full contractual term. The Company estimates forfeiture rates at the time of grant and revises these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on the demographics of current option holders and standard probabilities of employee turnover. Stock-based compensation expense recognized in the statement of operations for the year ended December 31, 2015 and 2014 has been adjusted for actual forfeitures during the respective periods. We do not record tax-related effects on stock-based compensation given our historical and anticipated operating experience and offsetting changes in our valuation allowance which fully reserves against potential deferred tax assets. Stock Options The activity of the plans from January 1, 2014 to December 31, 2015 is as follows: Number Weighted Weighted of Shares Average Average Aggregate Under Exercise Contractual Intrinsic (in thousands, except per share data) Option Price Life (years) Value Outstanding at January 1, 2014 1,346 5.35 Granted 345 3.29 Forfeited (2 ) 31.00 Cancelled (10 ) 31.82 Outstanding at December 31, 2014 1,679 4.74 Granted 572 2.79 Exercised - - Forfeited - - Cancelled (14 ) 18.37 Stock options outstanding at December 31, 2015 2,237 $ 4.16 7.0 $ 119 Vested or expected to vest at December 31, 2015 2,111 $ 4.23 6.9 $ 116 Exercisable at December 31, 2015 1,516 $ 4.83 6.2 $ 84 Unrecognized stock-based compensation expense related to stock options was approximately $1.4 million as of December 31, 2015. This amount is expected to be expensed over a weighted average period of 2.5 years. There were no stock options exercised during the years ended December 31, 2015 or 2014. The following table summarizes information about our stock options outstanding at December 31, 2015: Outstanding Exercisable Weighted average Weighted Weighted remaining average average Number contractual exercise Number exercise Range of exercise prices of shares life price of shares price (number of shares in thousands) $0.00 - $10.00 2,043 7.5 $ 2.73 1,322 $ 2.72 $10.01 - $20.00 110 1.4 15.50 110 15.50 $20.01 - $30.00 82 3.0 23.57 82 23.57 $30.01 - $41.00 2 1.3 41.00 2 41.00 2,237 7 years $ 4.16 1,516 $ 4.83 As of December 31, 2015 options covering 1,515,536 shares were exercisable at $0.84 to $41.00 per share (average $4.83 per share) and there were 1,648,413 shares available for future issuance under the 2015 Plan. Restricted Stock Awards In September 2013, the Company issued 730,000 shares of restricted common stock under the 2011 Plan. The restricted stock awarded in 2013 vested in full two years after the date of grant in September 2015. After the net settlement of a portion of the restricted stock awards to satisfy tax withholding requirements in connection with vesting, 724,397 shares of the stock originally subject to the awards remained issued and outstanding. As of December 31, 2015 there are no unvested restricted stock awards. (c) WARRANTS Warrants to purchase common stock were granted to organizations and institutions in conjunction with certain funding activities. The warrants typically vest six months after issuance. On May 29, 2014, 711,539 warrants with an exercise price of $8.58 issued in May 2009 expired. On February 1, 2015, 420,000 warrants with an exercise price of $27.50 issued in February 2009 expired. There were no warrants exercised during the year ended December 31, 2015 nor were there any warrants outstanding at December 31, 2015. |