Annual report pursuant to Section 13 and 15(d)

Equity Incentive Plan

v3.10.0.1
Equity Incentive Plan
12 Months Ended
Dec. 31, 2018
Share Based Compensation Option And Incentive Plan [Abstract]  
Shareholders' Equity and Share-based Payments [Text Block]
10. Equity Incentive Plan
 
In 2005, the Company approved the 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the granting of options, restricted stock or other stock-based awards to employees, officers, directors, consultants and advisors. During 2010, the maximum number of shares of Common Stock that may be issued pursuant to the 2005 Plan was increased to 891,222 shares. The Board of Directors (the “Board”) is responsible for administration of the 2005 Plan. The Company’s Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of fair value in the case of holders of more than 10% of the Company’s voting stock) and with a term not to exceed ten years from the date of the grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Nonqualified stock options may be granted to any officer, employee, consultant or director at an exercise price per share of not less than the par value per share.  Following adoption of the 2014 Equity Incentive Plan (the “2014 Plan”), no further grants were made under the 2005 Plan.
 
The Company’s Board adopted the 2014 Plan and the Employee Stock Purchase Plan (the “ESPP”), and the Company’s Stockholders approved the 2014 Plan and the ESPP Plan in February 2015. As of December 31, 2018, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP is 8,040,123 and 170,567 shares, respectively.
 
In January 2018, the number of shares of common stock issuable under the 2014 Plan automatically increased by 350,000 shares pursuant to the terms of the 2014 Plan. On July 10, 2018, an additional 6,000,000 Common Shares were reserved and available for issuance as an amendment under the Plan. These additional shares are included in the total of 8,040,123 shares issuable under the 2014 Plan.
 
The following is a summary of stock option activity for the twelve months ended December 31, 2018 and December 31, 2017:
 
 
 
Number of Options
 
 
Weighted-
Average
Exercise Price
 
 
Weighted-Average
Contractual Life
(In Years)
 
Outstanding at December 31, 2016
 
 
1,509,711
 
 
$
2.85
 
 
 
5.04
 
Granted
 
 
568,450
 
 
 
1.39
 
 
 
9.41
 
Exercised
 
 
(61,078
)
 
 
0.67
 
 
 
 
 
Expired
 
 
(92,630
)
 
 
2.10
 
 
 
 
 
Forfeited
 
 
(31,450
)
 
 
2.99
 
 
 
 
 
Outstanding at December 31, 2017
 
 
1,893,003
 
 
$
2.49
 
 
 
5.40
 
Granted
 
 
415,500
 
 
 
0.57
 
 
 
9.23
 
Expired
 
 
(140,192
)
 
 
1.55
 
 
 
 
 
Forfeited
 
 
(92,158
)
 
 
1.03
 
 
 
 
 
Outstanding at December 31, 2018
 
 
2,076,153
 
 
$
2.28
 
 
 
6.51
 
Exercisable at December 31, 2018
 
 
1,493,386
 
 
$
2.81
 
 
 
5.57
 
Vested and Expected to Vest at December 31, 2018
 
 
2,076,153
 
 
$
2.28
 
 
 
6.51
 
 
During the years ended December 31, 2018 and December 31, 2017, the Board approved the grant of options to purchase 415,500 and 568,450 shares of its Common Stock, respectively. All option grants were pursuant to the 2014 Plan. In general, options granted under the 2014 Plan vest with respect to one-third of the underlying shares on the one-year anniversary of the grant date and the remainder ratably over a 24-month period.
 
For the twelve months ended December 31, 2018 and 2017, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average assumptions: 
 
 
 
2018
 
 
2017
 
Risk-Free Interest Rate
 
 
1.82
%
 
 
1.82
%
Expected Life
 
 
8.01 years
 
 
 
7.25 years
 
Expected Volatility
 
 
158
%
 
 
170
%
Expected Dividend Yield
 
 
0
%
 
 
0
%
 
Using the Black-Scholes Option Pricing Model, the estimated weighted average fair value of an option to purchase one share of common stock granted during the twelve months ended December 31, 2018 and 2017 was $0.57 and $1.42, respectively.
 
The following is a summary of restricted stock activity for the twelve months ended December 31, 2018 and December 31, 2017: 
 
 
 
Number of 
Shares
 
 
Weighted-Average
Grant Date Fair

Value
 
 
Weighted-Average
Remaining

Recognition Period
 
Outstanding at December 31, 2016
 
 
-
 
 
$
-
 
 
 
 
 
Awarded
 
 
104,000
 
 
 
1.52
 
 
 
 
 
Forfeited
 
 
(1,000
)
 
 
1.52
 
 
 
 
 
Outstanding at December 31, 2017
 
 
103,000
 
 
$
1.52
 
 
 
 
 
Awarded
 
 
1,890,000
 
 
 
0.57
 
 
 
 
 
Released
 
 
(62,475
)
 
 
1.52
 
 
 
 
 
Forfeited
 
 
(108,393
)
 
 
0.60
 
 
 
 
 
Outstanding at December 31, 2018
 
 
1,822,132
 
 
$
0.59
 
 
 
2.25
 
 
During the years ended December 31, 2018 and December 31, 2017, the Board approved the grant of 1.89 million and 104,000 restricted shares of its Common Stock, respectively. All grants of restricted shares were pursuant to the 2014 Plan. These vest with respect to one-third of the underlying shares on the one-year anniversary of the grant date and the remainder ratably over a 24-month period.
 
The total stock-based compensation expense for employees and non-employees is included in the accompanying Consolidated Statements of Operations and as follows: 
 
 
 
Year Ended December 31,
 
 
 
2018
 
 
2017
 
Research and Development
 
$
255,505
 
 
$
193,688
 
General and Administrative
 
 
619,782
 
 
 
676,620
 
Total Stock-Based Compensation Expense
 
$
875,287
 
 
$
870,308
 
 
The fair value of options granted for the twelve months ended December 31, 2018 and December 31, 2017 was approximately $212,000 and $640,000, respectively. The fair value of restricted stock granted for the twelve months ended December 31, 2018 and December 31, 2017 was approximately $1,049,000 and $158,000 respectively. As of December 31, 2018 and December 31, 2017, there was approximately $1,236,000 and $975,000 of total unrecognized compensation expense related to unvested stock-based compensation arrangements granted, which cost is expected to be recognized over a weighted average period of 2.27 and 2.03 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2018 and December 31, 2017 was approximately $0 and $191,000, respectively. The intrinsic value of stock options exercised during 2018 and 2017 was approximately $0 and $78,000, respectively.
 
As of December 31, 2018, there were 4,401,889 shares of Common Stock available for grant under the 2014 Plan and 117,090 shares available under the Company’s ESPP.