Quarterly report pursuant to Section 13 or 15(d)

Equity Incentive Plan

v3.19.2
Equity Incentive Plan
6 Months Ended
Jun. 30, 2019
Equity Incentive Plan  
Equity Incentive Plan

9.    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. General terms of the 2014 Plan remain the same as that of 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 June 30, 2019, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP was 8,390,123 and 170,567 shares, respectively.

In January 2019, 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. These additional shares are included in the total of 8,390,123 shares issuable under the 2014 Plan.

The following is a summary of stock option activity under the Plans for the six months ended June 30, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

Number of

 

Weighted- Average

 

Contractual Life

 

    

Options

    

Exercise Price

    

(In Years)

Outstanding at December 31, 2018

 

2,076,153

 

$

2.28

 

6.51

Granted

 

750,000

 

 

0.48

 

  

Expired

 

(48,737)

 

 

1.08

 

  

Outstanding at June 30, 2019

 

2,777,416

 

$

1.81

 

7.10

Exercisable at June 30, 2019

 

1,651,546

 

$

2.65

 

5.62

Vested and Expected to Vest at June 30, 2019

 

2,777,416

 

$

1.81

 

7.10

 

 

  

 

 

  

 

  

Outstanding at December 31, 2017

 

1,893,003

 

$

2.49

 

5.40

Granted

 

275,500

 

 

0.57

 

 

Forfeited

 

(1,500)

 

 

0.83

 

 

Expired

 

(60,968)

 

 

0.80

 

 

Outstanding at June 30, 2018

 

2,106,035

 

$

2.29

 

4.66

Exercisable at June 30, 2018

 

1,429,484

 

$

2.65

 

3.95

Vested and Expected to Vest at June 30, 2018

 

2,106,035

 

$

2.29

 

4.66

 

 

During the six months ended June 30, 2019 and June 30, 2018, the Board approved the grant of options to purchase 750,000 and 275,500 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 six months ended June 30, 2019 and 2018, 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:

 

 

 

 

 

 

 

 

    

2019

    

2018

 

Risk-Free Interest Rate

 

1.82

%  

1.82

%

Expected Life

 

5.00

years

7.00

years

Expected Volatility

 

152

%  

159

%

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 six months ended June 30, 2019 and 2018 was $0.47 and $0.55, respectively.

The following is a summary of restricted stock activity for the six months ended June 30, 2019 and June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted- Average

 

 

Number of

 

Weighted- Average

 

Remaining

 

    

Shares

    

Grant Date Fair Value

    

Recognition Period

Nonvested Outstanding at December 31, 2018

 

1,822,132

 

$

0.59

 

  

Vested

 

(12,773)

 

 

1.52

 

  

Forfeited

 

(3,141)

 

$

1.52

 

 

Nonvested Outstanding at June 30, 2019

 

1,806,218

 

$

0.58

 

1.77

Nonvested Outstanding at December 31, 2017

 

103,000

 

 

1.52

 

  

Vested

 

(45,490)

 

 

1.52

 

  

Nonvested Outstanding at June 30, 2018

 

57,510

 

$

1.52

 

1.60

 

 

During the six months ended June 30, 2019, 3,141 shares of restricted stock, which had not vested, were forfeited and returned to the Company. No shares were forfeited during the three months ended June 30, 2019, or the three and six months ended June 30, 2018. The total stock-based compensation expense for employees and non-employees is included in the accompanying Condensed Consolidated Statements of Operations and as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30, 

 

June 30, 

 

    

2019

    

2018

    

2019

    

2018

Research and Development

 

$

58,611

 

$

49,897

 

$

123,150

 

$

106,975

General and Administrative

 

 

177,579

 

 

95,412

 

 

345,946

 

 

183,881

Total Stock-Based Compensation Expense

 

$

236,190

 

$

145,309

 

$

469,096

 

$

290,856

 

 

The fair value of options granted for the six months ended June 30, 2019 and June 30, 2018 was approximately $368,200 and $151,200, respectively. As of June 30, 2019 and June 30, 2018, there was approximately $1,122,000 and $805,000 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 2.00 and 1.57 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at June 30, 2019 and June 30, 2018 was approximately $0 and $0, respectively.

At June 30, 2019, there were 4,033,056 shares available under the 2014 Plan and 117,090 shares available under the Company’s ESPP.