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Stock Incentive Plans
6 Months Ended
Jun. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Incentive Plans

14. STOCK INCENTIVE PLANS

2014 Equity Incentive Plan

Prior to its IPO, the Company had one active stock option plan, the 2008 Equity Incentive Plan (“2008 Plan”), one assumed stock option plan (“the ImmuMetrix 2013 Equity Incentive Plan”), and one terminated stock option plan, the 1998 Stock Plan.

Upon its IPO, the Company reserved 838,695 shares of common stock for issuance under a new 2014 Equity Incentive Plan (“2014 Plan”). The shares reserved for issuance under the 2014 Plan also include shares returned to the 2008 Plan as the result of expiration or termination of options, provided that the maximum number of shares that may be added to the 2014 Plan thereby is limited to a maximum of 865,252 shares. The number of shares available for issuance under the 2014 Plan also includes an annual increase on the first day of each year equal to the lesser of:

 

·

357,075 shares;

 

·

4.0% of the outstanding shares of common stock as of the last day of the immediately preceding year; or

 

·

such other number of shares as the Company’s board of directors may determine.

Stock Options Under the 2014 Plan

The following table summarizes option activity and related information:

 

 

 

Shares Underlying Stock Options Outstanding

 

 

Weighted-

average

Exercise

Price

 

Balance—December 31, 2015

 

 

1,577,317

 

 

$

6.87

 

Granted

 

 

474,045

 

 

 

5.01

 

Exercised

 

 

(2,770

)

 

 

3.14

 

Forfeited

 

 

(205,049

)

 

 

6.94

 

Expired

 

 

(1,433

)

 

 

11.59

 

Balance—June 30, 2016

 

 

1,842,110

 

 

 

6.38

 

 

 

 

 

Options outstanding that have vested or are expected to vest as of June 30, 2016 are as follows:

 

 

 

Number of

Shares Issued

 

 

Weighted Average

Exercise Price

 

 

Weighted Average Contractual Life (Years)

 

 

Aggregate

Intrinsic Value

(In Thousands)

 

Vested

 

 

926,702

 

 

$

6.17

 

 

 

6.70

 

 

$

977

 

Expected to vest

 

 

781,850

 

 

 

6.59

 

 

 

8.99

 

 

 

35

 

Total

 

 

1,708,552

 

 

 

6.37

 

 

 

7.75

 

 

$

1,012

 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock at June 30, 2016 for stock options that were in-the-money. The fair market value of the Company’s common stock as of June 30, 2016 was $4.31 per share.

Restricted Stock Units Under the 2014 Plan

The Company’s 2014 Plan allows restricted stock units (“RSUs”) to be granted in addition to stock options. The RSUs vest annually over four years in equal increments. The Company began granting RSUs in March 2015.

Unvested RSU activity for the six months ended June 30, 2016 is summarized below:

 

 

 

Number

of Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Unvested balance—December 31, 2015

 

 

106,200

 

 

$

6.49

 

Granted

 

 

111,900

 

 

 

5.12

 

Vested

 

 

(26,550

)

 

 

6.49

 

Forfeited

 

 

(47,105

)

 

 

5.88

 

Unvested balance—June 30, 2016

 

 

144,445

 

 

 

5.63

 

 

Shares Available for Grant Under the 2014 Plan

The following table summarizes shares available for grant under the 2014 Plan:

 

 

 

Shares

Available

for Grant

 

Balance—December 31, 2015

 

 

404,692

 

Additional shares authorized for options and RSUs

 

 

357,075

 

Options granted

 

 

(474,045

)

Options forfeited

 

 

205,049

 

Options expired

 

 

1,433

 

RSUs granted

 

 

(111,900

)

RSUs forfeited

 

 

47,105

 

Balance—June 30, 2016

 

 

429,409

 

 

 

2016 Inducement Plan

On April 21, 2016, our Board, including our independent directors, adopted the Company’s 2016 Inducement Plan (the “Inducement Plan”), pursuant to which we may grant stock awards of up to a total of 155,500 shares of common stock to new employees of the Company. The Inducement Plan was adopted to accommodate a reserve of additional shares of common stock for issuance to new employees hired by the Company from Allenex. The terms in the Inducement Plan are substantially similar to the Company’s 2014 Plan.

Restricted Stock Units Under the Inducement Plan

The Inducement Plan allows RSUs to be granted in addition to stock options. The RSUs vest annually over four years in equal increments. The Company began granting RSUs starting June 2016.

Unvested RSU activity for the six months ended June 30, 2016 is summarized below:

 

 

 

Number

of Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Unvested balance—December 31, 2015

 

 

 

 

$

 

Granted

 

 

141,000

 

 

 

5.93

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested balance—June 30, 2016

 

 

141,000

 

 

 

5.93

 

 

 

The following table summarizes shares available for grant under the Inducement Plan:

 

 

 

Shares Available

for Grant

 

Balance—December 31, 2015

 

 

 

Additional shares authorized for options and RSUs

 

 

155,500

 

RSUs granted

 

 

(141,000

)

RSUs forfeited

 

 

 

Balance—June 30, 2016

 

 

14,500

 

 

 

2014 Employee Stock Purchase Plan

The Company’s board of directors adopted its 2014 Employee Stock Purchase Plan (“the ESPP”) in March 2014 and its stockholders approved the ESPP in July 2014. The Company’s ESPP was not made available to its employees on January 1, 2015. The first offering period in 2016 began on January 1, 2016 and ended on June 30, 2016. Under the first offering period in 2016, 35,024 shares were purchased for aggregate proceeds of $0.1 million from the issuance of shares, which occurred on July 1, 2016.

The option price per share of common stock to be paid by a participant on the applicable exercise date for an offering period shall be equal to 85% of the lesser of the fair market value of a share of common stock on (a) the applicable grant date or (b) the applicable exercise date.

Valuation Assumptions

The estimated fair values of employee stock options and ESPP shares were estimated using the Black-Scholes option-pricing model based on the following weighted-average assumptions:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Employee stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected term (in years)

 

5.3 ‒ 6.0

 

 

 

5.8

 

 

5.3 ‒ 6.0

 

 

 

6.0

 

Expected volatility

 

45.94 46.44%

 

 

 

40.04

%

 

39.60 46.44%

 

 

 

40.85

%

Risk-free interest rate

 

1.13 1.52%

 

 

 

1.69

%

 

1.13 1.65%

 

 

 

1.87

%

Expected dividend yield

 

 

%

 

 

%

 

 

%

 

 

%

Employee stock purchase plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected term (in years)

 

 

0.5

 

 

 

0.5

 

 

 

0.5

 

 

 

0.5

 

Expected volatility

 

 

64.21

%

 

 

34.08

%

 

 

64.21

%

 

 

34.08

%

Risk-free interest rate

 

 

0.49

%

 

 

0.11

%

 

 

0.49

%

 

 

0.11

%

Expected dividend yield

 

 

%

 

 

%

 

 

%

 

 

%

 

 

The weighted-average grant-date fair value of options granted during the three months ended June 30, 2016 and 2015 using the Black-Scholes Model was $2.01 and $2.10 per share, respectively, and $2.06 per share and $2.62 per share during the six months ended June 30, 2016 and 2015, respectively.

Stock-based Compensation Expense

The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs, and ESPP shares for the three and six months ended June 30, 2016 and 2015, included in the statements of operations as follows (in thousands): 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Cost of testing

 

$

38

 

 

$

54

 

 

$

66

 

 

$

69

 

Research and development

 

 

100

 

 

 

89

 

 

 

213

 

 

 

136

 

Sales and marketing

 

 

43

 

 

 

36

 

 

 

71

 

 

 

56

 

General and administrative

 

 

186

 

 

 

232

 

 

 

462

 

 

 

431

 

Total

 

$

367

 

 

$

411

 

 

$

812

 

 

$

692

 

 

 

No tax benefit was recognized related to share-based compensation expense since the Company has never reported taxable income and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. In addition, no amounts of stock-based compensation were capitalized for the periods presented.

As of June 30, 2016, there was approximately $2.2 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock options that will be recognized on a straight-line basis over the remaining average vesting period of 2.58 years.

As of June 30, 2016, there was approximately $1.4 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested RSUs that will be recognized on a straight-line basis over the remaining average vesting period of 3.48 years.