Annual report pursuant to Section 13 and 15(d)

Stock Based Awards

v3.3.1.900
Stock Based Awards
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stock Based Awards

 

9.           Stock Based Awards

 

Equity Incentive Plans

 

The Company adopted an equity incentive plan (the “2007 Plan”) in 2007 under which 53,599,046 shares of common stock have been reserved for issuance to employees, nonemployee directors and consultants of the Company. Recipients of incentive stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2007 Plan is ten years. The options generally vest 25% after one year, with the balance vesting monthly over the remaining three years. No further stock option grants will result from The 2007 Plan.   All remaining shares from this plan, approximately 30 million, were allocated for our March 2016 financing efforts.

 

The Company adopted a second equity incentive plan (the “2015 Plan”) in 2015 under which 50,000,000 shares of common stock have been reserved for issuance to employees, directors and consultants of the Company.  Recipients of incentive stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2015 Plan is ten years. The options generally vest 25% after one year, with the balance vesting monthly over the remaining three years. As of December 31, 2015, 28,030,000 shares of common stock remain available for future grant under the 2015 Plan.

 

The following table summarizes stock option transactions for the 2007 and 2015 Plans for the years ended December 31, 2014 and 2015:

  

    Number of shares available for grant     Total options outstanding     Weighted Average Exercise Price     Aggregate Intrinsic Value  
Balance at December 31, 2013     1,648       4,403     $ 0.12     $ 3,406  
Increase in option pool     47,459       -                  
Options granted to merger employees     (16,543 )     16,543       0.10          
Exercised     -       (1,087 )     0.11          
Cancelled     258       (258 )     0.11          
Balance at December 31, 2014     32,823       19,600       0.10       15,484  
                                 
Increase in authorized options     50,000                          
Exercised     (183 )     (183 )     0.13          
Granted     (23,720 )     23,720       0.78          
Cancelled     66       (66 )     0.12          
Redeployed for March 2016 Financing     (29,500 )                        
Balance at December 31, 2015     29,485       43,071     $ 0.48     $ 17,867  

 

The Company recognizes compensation expense using a fair-value-based method for costs related to stock-based payments, including stock options. The fair value of options awarded to employees is measured on the date of grant using the Black-Scholes option pricing model and is recognized as expense over the requisite service period on a straight-line basis.  The Black-Scholes option pricing model includes the following weighted average assumptions:

 

    Year Ended December 31,  
    2015     2014  
Assumptions:            
Risk-free interest rate     1.66 - 2.08 %     1.08 - 2.51 %
Expected dividend yield     0 %     0 %
Expected volatility     78 -108 %     108 %
Expected terms (in years)     5.00 - 6.50       6.08  

 

During 2015, the Company granted 21,970,000 options under the 2015 Plan and 1,750,000 under the 2007 Plan with exercise prices ranging from $0.70 to $1.17 per share.  Exercise prices under the 2015 Plan reflect the market price of Cocrystal Pharma, Inc. stock on the grant date. The weighted average fair value of options granted during 2015 and 2014 were $0.55 and $0.45, respectively. The weighted average fair value of options granted during 2015 and 2014 were $0.55 and $0.45, respectively.

 

The Company uses historical data to estimate forfeitures at the time of grant and is required to record stock-based compensation only for those awards that are expected to vest. The Company has assumed a zero forfeiture rate in the valuation of awarded stock options. The Company recorded employee stock-based compensation expense of $2,934,000 and $37,578 for the years ended December 31, 2015 and 2014, respectively.

 

As of December 31, 2015, there was $11,363,990 of total unrecognized compensation expense related to non-vested employee stock options that is expected to be recognized over a weighted average period of 4.2 years.

 

As of December 31, 2015, options to purchase 43,071,206 shares of common stock, with an aggregate intrinsic value of $17,866,633 were outstanding that were fully vested or expected to vest with a weighted average remaining contractual term of 5.0 years. As of December 31, 2015, options to purchase 20,115,156 shares of common stock, with an aggregate intrinsic value of $13,818,911, were exercisable with a weighted-average exercise price of $0.203 per share and a weighted-average remaining contractual term of 4.1 years. The aggregate intrinsic value of outstanding and exercisable options at December 31, 2015 was calculated based on the closing price of the Company’s common stock as reported on the Over-the-Counter Bulletin Board and the OTCQx markets on December 31, 2015 of $0.89 per share less the exercise price of the options. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the Company’s common stock and the exercise price of the underlying options.

 

Common Stock Reserved for Future Issuance

 

The following table present information concerning common stock available for future issuance (in thousands):

 

    December 31,        
    2015     2014  
             
Stock options issued and outstanding     43,071       19,600  
Authorized for future option grants     29,485       32,823  
Warrants outstanding     8,280       26,769  
                 
Total     80,836       79,192