Annual report pursuant to Section 13 and 15(d)

Stock Based Awards

v3.8.0.1
Stock Based Awards
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stock Based Awards

7. Stock Based Awards

 

Equity Incentive Plans

 

The Company adopted an equity incentive plan (the “2007 Plan”) in 2007 under which 1,786,635 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 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. As of December 31, 2017, 54,615 shares remain available for future grant under this plan.

 

The Company adopted a second equity incentive plan (the “2015 Plan”) in 2015 under which 1,666,667 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, 2017, 1,601,667 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 year ended December 31, 2017 (amounts in thousands, except per share amounts):

 

    Number of
shares
available
for grant
    Total
options
outstanding
    Weighted
Average
Exercise
Price
    Aggregate
Intrinsic
Value
 
Balance at December 31, 2016     1,612       812     $ 9.00     $ 5,457  
Exercised     -       (57 )     1.41       -  
Granted     -       -       -       -  
Cancelled     44       (44 )     28.87       -  
Balance at December 31, 2017     1,656       711     $ 8.39     $ 1,640  

 

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 Company did not grant any options during the years ended December 31, 2017 or 2016. The Black-Scholes option pricing model includes the following weighted average assumptions for grants made during the year ended December 31, 2015:

 

    2015  
Assumptions:        
Risk-free interest rate     1.66 - 2.08
Expected dividend yield     0 %
Expected volatility     78 - 108
Expected terms (in years)     5.00 - 6.50  

 

As of January 1, 2017, the Company adopted the forfeiture rate methodology change in accordance with ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), to account for forfeitures as they occur, rather than estimate expected forfeitures over the course of a vesting period. Prior to the adoption of ASU 2016-09, the Company was required to estimate forfeitures at the time of grant and revised those estimates in subsequent periods if actual forfeitures differed from those estimates. No adjustment was necessary to accumulated deficit as a result of the adoption since the Company has assumed a zero forfeiture rate in the valuation of awarded stock options. The Company recorded employee stock-based compensation expense of $614,000, $548,000 and $2,934,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

 

As of December 31, 2017, there was $546,000 of total unrecognized compensation expense related to non-vested employee stock options that is expected to be recognized over a weighted average period of 1.1 years. For options granted and outstanding, there were 711,000 options outstanding which were fully vested or expected to vest, with an aggregate intrinsic value of $1,640,000 and a weighted average remaining contractual term of 4.1 years at December 31, 2017. For vested and exercisable options, outstanding shares totaled 682,000, with an aggregate intrinsic value of $1,640,000. These options had a weighted-average exercise price of $7.24 per share and a weighted-average remaining contractual term of 3.6 years at December 31, 2017.

 

The aggregate intrinsic value of outstanding and exercisable options at December 31, 2017 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, 2017 of approximately $6.00 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,  
    2017     2016  
             
Stock options issued and outstanding     711       812  
Authorized for future option grants     1,656       1,612  
Convertible notes     124       -  
Warrants outstanding     209       209  
                 
Total     2,700       2,633