Quarterly report pursuant to Section 13 or 15(d)

Stock Based Awards

v3.19.3
Stock Based Awards
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
Stock Based Awards

8. Stock Based Awards

 

Equity Incentive Plans

 

The Company adopted an equity incentive plan in 2007 (the “2007 Plan”) under which 1,786,635 shares of common stock had been reserved for issuance to employees and nonemployee directors and consultants of the Company. The Company no longer issues any awards under the 2007 Plan. Holders of outstanding incentive stock options granted under the 2007 Plan are 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 was ten years.

 

The Company adopted a second equity incentive plan in 2015 (the “2015 Plan”) under which, as amended, 5,000,000 (including 1,038,570 initially transferred from the 2007 Plan) shares of common stock have been reserved for issuance to employees, and nonemployee directors and consultants of the Company. Recipients of incentive stock options granted under the 2015 Plan 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. As of September 30, 2019, 3,588,377 options remain available for future grants under the 2015 Plan.

 

The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the nine months ended September 30, 2019 (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, 2018     873       1,351     $ 5.73     $ 788  
Exercised     -       -       -       -  
Granted     2,295       -       -       -  
Cancelled     420       (420 )     9.24       -  
Balance at September 30, 2019     3,588       931     $ 4.14     $ -  

 

On June 21, 2019, the Company held its annual shareholder meeting and voted to increase the number of shares reserved and available for grant under the amended 2015 Plan by 2,294,762 shares of common stock. No options were granted during the nine months ended September 30, 2019, nor the nine months ended September 30, 2018.

 

The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation., and under the recently issued guidance following FASB’s pronouncement, ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and applicable updates adopted, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option pricing model, and accounts for forfeitures when they occur. For the three and nine months ended September 30, 2019 and 2018, equity-based compensation expense recorded was $108,000 and $120,000, and $253,000 and $332,000, respectively.

  

As of September 30, 2019, there was approximately $1,277,000 of total unrecognized compensation expense related to non-vested stock options that is expected to be recognized over a weighted average period of 1.6 years. For options granted and outstanding, there were 930,708 options outstanding which were fully vested or expected to vest, with an aggregate intrinsic value of $0, a weighted average exercise price of $4.14, and weighted average remaining contractual term of 8.3 years at September 30, 2019. Of those outstanding, vested and exercisable options totaled 319,458 options, with an aggregate intrinsic value of $0. These options had a weighted average exercise price of $6.75 per share and a weighted-average remaining contractual term of 6.9 years at September 30, 2019.

 

The aggregate intrinsic value of outstanding and exercisable options at September 30, 2019 was calculated based on the closing price of the Company’s common stock as reported on The Nasdaq Capital Market on June 28, 2019 of $2.35 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 presents information concerning common stock available for future issuance (in thousands) as of:

 

    September 30, 2019     September 30, 2018  
Stock options issued and outstanding     931       426  
Shares authorized for future option grants     3,588       1,813  
Warrants outstanding     243       243  
Total     4,762       2,482