Annual report pursuant to Section 13 and 15(d)

Stock Based Compensation

Stock Based Compensation
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Based Compensation

NOTE J - Stock Based Compensation


In August 2013, the Company adopted the 2013 Equity Compensation Plan (the “Plan”), which provides for the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights. Options under the Plan may be granted at prices not less than 100% of the fair value of the shares on the date of grant as determined by the Board Committee. The Board Committee determines the period over which the options become exercisable subject to certain restrictions as defined in the Plan, with the current outstanding options generally vesting over three years. The term of the options is no longer than ten years. As of December 31, 2017 the Company had 14,155,292 shares of common stock for issuance under the plan.


With the approval of the Board of Directors and majority Shareholders, effective May 8, 2014, the Plan was amended and restated. The amendment provides for an automatic increase in the number of shares of common stock available for issuance under the Plan each January (with Board approval), commencing January 1, 2015 in an amount up to four percent (4%) of the total number of shares of common stock outstanding on the preceding December 31st.


The Company recognized stock-based compensation expense (options, and restricted share grants) in its consolidated statements of operations as follows:



Year Ended December 31,

($ in thousands)

    2017     2016     2015  
Research and Development   $ 1,016     $ 554     $ 528  
General and Administrative     2,581       965       1,064  
Total   $ 3,597     $ 1,519     $ 1,592  


The following table contains information about the Company’s stock plan at December 31, 2017:


    Reserved           Awards  
    for     Awards     Available  
    Issuance     Issued     for Grant  
2013 Equity Compensation Plan (in thousands)     14,155       12,627 *     1,528  


* includes both stock grants and option grants


The following table summarizes the Company’ stock option activity and related information for the period from January 1, 2015 to December 31, 2017 (options in thousands):


          Weighted     Weighted Average  
    Number of     Average     Contractual Term  
    Options     Exercise Price     In Years  
Outstanding at January 1, 2015     5,353     $ 1.06       9.1  
Granted     1,960       0.56          
Exercised     -                  
Forfeited     (217 )     0.95          
Expired     (193 )     0.89          
Outstanding at December 31, 2015     6,903     $ 0.93       8.4  
Granted     1,631       0.41          
Exercised     -       -          
Forfeited     (180 )     0.66          
Cancelled     (64 )     0.94          
Expired     -       -          
Outstanding at December 31, 2016     8,290     $ 0.85       7.3  
Granted     3,568     $ 2.77          
Exercised     -       -          
Forfeited     (436 )   $ 2.37          
Cancelled     (26 )     0.63          
Expired     -       -          
Outstanding at December 31, 2017     11,396     $ 1.40       7.8  


The following table summarizes outstanding options at December 31, 2017, by their exercise price:


Options Outstanding


Range of Exercise Prices   Number Outstanding     Weighted Average Exercise Price Per Share  
$0.41 - $0.85     3,059     $ 0.49  
$0.94 - $1.28     5,081       1.08  
$1.31 - $3.32     3,256       2.74  
      11,396     $ 1.40  


As of December 31, 2017, the number of vested shares underlying outstanding options was 8,377,780 at a weighted average exercise price of $1.86. The aggregate intrinsic value of in the-money options outstanding as of December 31, 2017 was $2.7 million. The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price of $1.16 on December 31, 2017, and the exercise price of options, multiplied by the number of options. As of December 31, 2017, there was approximately $4.6 million of total unrecognized share-based compensation. Such costs are expected to be recognized over a weighted average period of approximately 1.46 years.


All options expire ten years from date of grant. Except for options granted to consultants, all remaining options vest entirely and evenly over three years. A portion of options granted to consultants vests over four years, with the remaining vesting being based upon the achievement of certain performance milestones, which are tied to either financing or drug development initiatives.


The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period defined pursuant to the terms of the consulting agreement may be different. Stock options issued to consultants are revalued quarterly until fully vested, with any change in fair value expensed. The following weighted-average assumptions were used to calculate share based compensation:


    For the Year Ended
December 31,
    2017     2016     2015  
Volatility     67.8%-109.63 %     44.72%-89.15 %     71.1%-102.3 %
Risk-free interest rate     1.89%-2.37 %     1.14%-2.09 %     1.34%-1.74 %
Dividend yield     0.0 %     0.0 %     0.0 %
Expected life     6.0 years         6.0 years         6.0 years  


The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimated expected term of share option grants.


The expected stock price volatility assumption is based the Company’s historical stock price volatility.