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Equity
3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
Equity

6. Equity

Authorized Shares

As of March 31, 2017, the Company’s authorized capital stock consisted of 120,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of undesignated preferred stock, par value $0.001 per share.

Common Stock

All preferences, voting powers, relative, participating, optional, or other specific rights and privileges, limitations, or restrictions of the common stock are expressly subject to those that may be fixed with respect to any shares of preferred stock. Common stockholders are entitled to one vote per share, and to receive dividends, when and if declared by the Company’s board of directors. At March 31, 2017 and December 31, 2016, there were 26,986,318 shares of common stock outstanding. 

Equity Plans

The Company maintains three equity compensation plans: the 2014 Stock Option and Incentive Plan (the “2014 Plan”), the 2004 Stock Option and Incentive Plan (the “2004 Plan”) and the 2014 Employee Stock Purchase Plan (“ESPP”).

2014 Stock Option and Incentive Plan

The 2014 Plan provides for the issuance of incentive and non-qualified stock options, restricted stock, and other equity awards, all for common stock, as determined by the board of directors to employees, officers, directors, consultants, and advisors of the Company and its subsidiaries. Pursuant to the provisions of the 2014 Plan and approval by the board of directors, on January 1, 2017 an additional 1,079,453 shares were added to the 2014 Plan representing 4% of total common shares issued and outstanding at December 31, 2016. There were 315,028 shares available for issuance under the 2014 Plan as of March 31, 2017. The 2014 Plan expires in August 2024.

In December 2016, the board granted to certain executive officers an aggregate of 470,000 RSU’s pursuant to the 2014 Plan. Each restricted stock unit represents a contingent right to receive one share of Company common stock. Vesting for these RSU’s was based equally on the achievement of two performance-based conditions, subject to continued service through such achievement dates. The intrinsic fair value of these RSU’s as of the date of grant was $3,055 and no stock-based compensation expense was recorded in 2016 as the Company determined that the vesting conditions were not probable of occurring. In January 2017, these RSU’s were modified such that instead of vesting based on the achievement of certain performance-based conditions, they will vest in equal annual installments over four years from the December 2016 date of grant, subject to continued service through such dates. This change in vesting criteria was accounted for as a modification under ASC 718 whereby the Company will recognize the $717 fair value of the grants as of the date of modification over the vesting term.

The following table summarizes stock option activity under the 2014 Plan:

 

 

 

Number of Shares

 

 

Weighted Average

Exercise Price Per

Share

 

 

Aggregate

Intrinsic Value

 

 

Outstanding at December 31, 2016

 

 

2,664,832

 

 

$

6.16

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(103,542

)

 

$

7.49

 

 

 

 

 

 

Outstanding at March 31, 2017

 

 

2,561,290

 

 

$

6.11

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2017

 

 

1,146,966

 

 

$

5.51

 

 

$

 

 

Weighted-average years remaining on contractual life

 

 

8.24

 

 

 

 

 

 

 

 

 

 

Unrecognized compensation cost related to non-vested

   stock options

 

$

7,170

 

 

 

 

 

 

 

 

 

 

 

 The exercise prices exceed the $2.00 per share closing price of common stock on March 31, 2017, therefore there is no intrinsic value of the outstanding 2014 Plan stock options. 

 

The following table summarizes RSU activity under the 2014 Plan:

 

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value Per Share

 

 

Outstanding at December 31, 2016

 

 

470,000

 

 

$

6.50

 

 

Granted

 

 

931,000

 

 

$

1.60

 

 

Vested

 

 

 

 

 

 

 

 

Cancelled

 

 

(60,000

)

 

$

1.70

 

 

Outstanding at March 31, 2017

 

 

1,341,000

 

 

$

1.57

 

 

 

The weighted average grant date fair value per share of outstanding RSU’s as of March 31, 2017 reflects the $1.53 per share fair value of the modified RSU’s as of the date of modification.

2004 Stock Option and Incentive Plan

The following table summarizes stock option activity under the 2004 Plan:

 

 

 

Number of Shares

 

 

Weighted Average

Exercise Price Per

Share

 

 

Aggregate

Intrinsic Value

 

 

Outstanding at December 31, 2016

 

 

10,626

 

 

$

40.58

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(97

)

 

$

40.58

 

 

 

 

 

 

Cancelled

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2017

 

 

10,529

 

 

$

40.58

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2017

 

 

10,529

 

 

$

40.58

 

 

$

 

 

Weighted-average years remaining on contractual life

 

 

1.01

 

 

 

 

 

 

 

 

 

 

Unrecognized compensation cost related to non-vested

   stock options

 

$

 

 

 

 

 

 

 

 

 

 

 

The exercise prices exceed the $2.00 per share closing price of common stock on March 31, 2017, therefore there is no intrinsic value of the outstanding 2004 Plan stock options.

Employee Stock Purchase Plan

In November 2014, the Company’s board of directors adopted and the stockholders approved the 2014 Employee Stock Purchase Plan (“ESPP”). The ESPP provides that the number of shares reserved and available for issuance under the ESPP shall be cumulatively increased each January 1, beginning on January 1, 2016, by the lesser of (i) 600,000 shares of common stock or (ii) the number of shares necessary to set the number of shares of Common Stock under the Plan at 1% percent of the outstanding number of shares as of January 1 of the applicable year. However, the board of directors reserves the right to determine that there will be no increase for any year or that any increase will be for a lesser number of shares. As of January 1, 2017, 31,555 shares were added to the ESPP. As of March 31, 2017, there were 269,863 shares available for issuance under the ESPP. The Company recorded $18 and $20 of stock-based compensation expense pursuant to the ESPP during the three months ended March 31, 2017 and 2016, respectively. 

Stock-Based Compensation

Stock-based compensation expense for options, restricted stock units (“RSU’s”) and the ESPP is reflected in the consolidated statements of operations as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Research and development

 

$

303

 

 

$

209

 

General and administrative

 

 

481

 

 

 

277

 

Total

 

$

784

 

 

$

486