Quarterly report pursuant to Section 13 or 15(d)

Equity Incentive Plan

v3.7.0.1
Equity Incentive Plan
3 Months Ended
Mar. 31, 2017
Share Based Compensation Option And Incentive Plan [Abstract]  
Shareholders' Equity and Share-based Payments [Text Block]
8.
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.
 
The Company’s Board adopted the 2014 Equity Incentive Plan (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. The maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP is 1,440,123 and 70,567 shares, respectively.
 
In January 2017, the number of shares of common stock issuable under the 2014 Plan automatically increased by 405,235 shares pursuant to the terms of the 2014 Plan, which additional shares are included in the total of 1,440,123 shares issuable under the 2014 Plan.
 
The following is a summary of stock option activity for the three months ended March 31, 2017 and 2016:
 
 
 
 
 
 
 
Weighted-Average
 
 
 
Number of
 
Weighted- Average
 
Contractual Life
 
 
 
Options
 
Exercise Price
 
(In Years)
 
Outstanding at December 31, 2016
 
 
1,509,711
 
$
2.85
 
 
5.04
 
Granted
 
 
51,450
 
 
1.71
 
 
9.85
 
Exercised
 
 
(1,083)
 
 
1.70
 
 
 
 
Expired
 
 
(70,144)
 
 
2.16
 
 
 
 
Outstanding at March 31, 2017
 
 
1,489,934
 
$
2.87
 
 
5.27
 
Exercisable at March 31, 2017
 
 
1,051,719
 
$
2.75
 
 
4.49
 
Vested and Expected to Vest at March 31, 2017
 
 
1,051,719
 
$
2.75
 
 
4.49
 
 
On January 25, 2016, the Board approved the grant of options to purchase 48,300 shares of its common stock to two executives and seven members of the Board. On March 7, 2016, in connection with the Jade Acquisition, the Board approved the grant of options to purchase 47,786 shares of its common stock to two executives. On March 29, 2016, the Board approved the grant of options to purchase 114,438 shares of its common stock. In general, options granted under the 2014 Plan vest 33% on the one-year anniversary of the grant date and the remainder ratably over a 24-month period. 
 
On January 31, 2017, the Board approved the grant of options to purchase 36,000 shares of its Common Stock to three consultants of the Company. On February 6, 2017, the Board approved the grant of options to purchase 15,450 shares of its Common Stock to three employees and the grant of 104,000 restricted shares to eight employees. All grants were pursuant to the 2014 Plan. In general, grants under the 2014 Plan vest 33.33% on the one-year anniversary of the grant date, and the remainder ratably over the 24-month period following the one-year anniversary. 
 
For the quarters ended March 31, 2017 and 2016, 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:
 
 
 
2017
 
2016
 
 
 
 
 
 
 
Risk-Free Interest Rate
 
1.82%
 
1.82%
 
Expected Life
 
9.20 years
 
7.00 years
 
Expected Volatility
 
174%
 
65%
 
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 quarter ended March 31, 2017 and 2016 was $1.72 and $3.09, respectively.
 
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
 
 
 
March 31,
 
 
 
2017
 
2016
 
Research and Development
 
$
164,932
 
$
18,459
 
General and Administrative
 
 
111,969
 
 
94,901
 
 
 
$
276,901
 
$
113,360
 
 
The fair value of options granted for the three months ended March 31, 2017 and March 31, 2016 was $22,862 and $375,747, respectively. As of March 31, 2017, and March 31, 2016, there is approximately $1,007,000 and $1,145,000 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 1.61 and 3.00 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at March 31, 2017 and March 31, 2016 is approximately $1,181,000 and $1,562,000. The intrinsic value of stock options exercised during March 31, 2017 and March 31, 2016 was approximately $1,000 and $0, respectively.
 
At March 31, 2017, there were 350,961 options available under the 2014 Plan.