Quarterly report pursuant to Section 13 or 15(d)

Equity Incentive Plan

v3.20.1
Equity Incentive Plan
3 Months Ended
Mar. 31, 2020
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 59,414 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 March 31, 2020, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP was 582,672 and 11,371 shares, respectively.

In January 2020, the number of shares of common stock issuable under the 2014 Plan automatically increased by 23,333 shares pursuant to the terms of the 2014 Plan. These additional shares are included in the total of 582,672 shares issuable under the 2014 Plan.

The following is a summary of stock option activity for the three months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

Number of

 

Weighted- Average

 

Contractual Life

 

    

Options

    

Exercise Price

    

(In Years)

Outstanding at December 31, 2019

 

174,175

 

$

27.42

 

6.22

Granted

 

75,665

 

 

6.55

 

 

Expired

 

(8,812)

 

 

11.06

 

 

Forfeited

 

(3,333)

 

 

7.20

 

 

Outstanding at March 31, 2020

 

237,695

 

$

21.67

 

7.53

Exercisable at March 31, 2020

 

137,846

 

$

32.33

 

6.05

Vested and Expected to Vest at March 31, 2020

 

237,695

 

$

21.67

 

7.53

 

 

  

 

 

  

 

  

Outstanding at December 31, 2018

 

138,324

 

$

34.17

 

5.95

Granted

 

49,994

 

 

7.20

 

 

Expired

 

(3,237)

 

 

16.25

 

 

Outstanding at March 31, 2019

 

185,081

 

$

27.20

 

6.60

Exercisable at March 31, 2019

 

106,138

 

$

40.53

 

5.46

Vested and Expected to Vest at March 31, 2019

 

185,081

 

$

27.20

 

6.60

 

 

During the three months ended March 31, 2020 and March 31, 2019, the Board approved the grant of options to purchase 75,665 and 49,994 shares of 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 three months ended March 31, 2020 and 2019, 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:

 

 

 

 

 

 

 

 

    

2020

    

2019

 

Risk-Free Interest Rate

 

1.82

%  

1.82

%

Expected Life

 

5.00

years

5.00

years

Expected Volatility

 

155

%  

152

%

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 three months ended March 31, 2020 and 2019 was $6.46 and $7.11, respectively.

The following is a summary of restricted stock activity for the three months ended March 31, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted- Average

 

 

Number of

 

Weighted- Average

 

Remaining

 

    

Shares

    

Grant Date Fair Value

    

Recognition Period

Non-vested Outstanding at December 31, 2019

 

50,187

 

$

8.64

 

1.49

Awarded

 

49,000

 

 

6.55

 

 

Vested

 

(8,159)

 

 

9.07

 

  

Non-vested Outstanding at March 31, 2020

 

91,028

 

$

7.47

 

2.11

Non-vested Outstanding at December 31, 2018

 

121,478

 

$

8.84

 

2.25

    Vested

 

(534)

 

 

22.81

 

 

Non-vested Outstanding at March 31, 2019

 

120,944

 

$

8.78

 

2.01

 

 

During the three months ended March 31, 2020 and 2019, the Board approved the grant of 49,000 and 0 restricted shares of 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 Condensed Consolidated Statements of Operations and as follows:

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

    

2020

    

2019

Research and Development

 

$

45,653

 

$

64,539

General and Administrative

 

 

100,267

 

 

168,367

Total Stock-Based Compensation Expense

 

$

145,920

 

$

232,906

 

 

The fair value of options granted for the three months ended March 31, 2020 and 2019 was approximately $489,000 and $355,000,  respectively. As of March 31, 2020 and 2019, there was approximately $1,267,000 and $1,358,000 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 2.37 and 2.19 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at March 31, 2020 and 2019 was $0.

At March 31, 2020, there were 190,691 shares available under the 2014 Plan and 7,806 shares available under the Company’s ESPP.