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SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2021
SHARE-BASED COMPENSATION [Abstract]  
SHARE-BASED COMPENSATION

11.STOCK-BASED COMPENSATION

 

In 2007, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2007 Employee, Director and Consultant Stock Plan (the “2007 Plan”). The 2007 Plan provided that the Company’s Board of Directors (or committees and/or executive officers delegated by the Board of Directors) could grant incentive and nonqualified stock options to the Company’s employees, officers, directors, consultants and advisors.

 

On October 26, 2010, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2010 Equity Incentive Plan (as subsequently amended, the “2010 Plan”). The 2010 Plan provided for grants of incentive stock options to employees, and nonqualified stock options and restricted common stock to employees, consultants, and non-employee directors of the Company.

 

In April 2015, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for grants of incentive stock options to employees, and nonqualified stock options, restricted common stock, restricted stock units (“RSUs”), and stock appreciation rights to employees, consultants, and non-employee directors of the Company.

 

Upon approval of the 2015 Plan by the Company’s shareholders on June 16, 2015, the 2010 Plan was terminated and no additional shares or share awards have been subsequently granted under the 2010 Plan. In March 2019, the Company’s Board of Directors approved, and recommended to the Company’s shareholders for approval, an amendment to the 2015 Plan (the “2015 Plan Amendment”), and on January 21, 2020, the Company’s shareholders subsequently approved the 2015 Plan Amendment. The 2015 Plan Amendment increased the maximum number of shares reserved for issuance under the 2015 Plan by 26,667 shares to a total of 32,000 shares. In June 2020, the Company’s Board of Directors approved, and recommended to the Company’s shareholders for approval, another amendment to the 2015 Plan to increase the number of shares available for issuance by 400,000 shares, and on August 4, 2020, the Company’s shareholders subsequently approved that amendment. As of March 31, 2021, the total number of shares available to be issued under the 2015 Plan was 67,419 shares, consisting of (i) 5,333 shares initially authorized under the 2015 Plan shares, (ii) the shares that remained available for grant under the 2010 Plan at the time of its termination adjusted for cumulative cancellations, forfeitures and issuances from the 2010 Plan and 2015 Plan, (iii) the 26,667 shares approved for increase during the January 2020 shareholders meeting and, (iv) the 400,000 shares approved for increase during the 2020 Annual Meeting.

 

Options issued under the 2007 Plan,  2010 Plan, and 2015 Plan (collectively, the “Plans”) are exercisable for up to 10 years from the date of issuance.

 

Stock-based compensation

 

For the three month periods ended March 31, 2021 and 2020,  Stock-based compensation recognized was classified in the consolidated statements of operations as follows:

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

(In thousands)

2021

 

2020

Research and development

$

 3

 

$

20

General and administrative

 

49

 

 

50

Total

$

52

 

$

70

 

The fair value of each option award is estimated on the date of grant using the BlackScholes option pricing model, which uses the following assumptions; (i) Risk-free interest rate, (ii) Expected dividend yield, (iii) Expected term and (iv) Expected volatility. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises within the valuation model. The expected term of options granted under the Plans, all of which qualify as “plain vanilla,” is based on the average of the contractual term (10 years) and the vesting period (generally, 48 months). For non‑employee options, the expected term is the contractual term. The risk‑free rate is based on the yield of a U.S. Treasury security with a term consistent with the option. The impact of forfeitures on compensation expense is recorded as they occur.

 

The Company grants RSUs and restricted stock awards (“RSAs”), collectively referred to as restricted securities under the 2015 Equity Incentive Plan. These restricted securities generally vest over a three-year period, contingent on the recipient’s continued employment. Prior to vesting, all RSAs have the right to vote and receive dividends under the 2015 Equity Incentive Plan; however, the Company’s form of Restricted Stock Agreement provides that the payment of dividends on unvested RSAs shall be deferred until such time as the shares vest. The grant date fair value of these awards is based on the fair market value of our common stock on the date of grant.

 

The Company did not grant any awards during the three months ended March 31, 2020.  The assumptions used principally in determining the fair value of options granted during the three months ended March 31, 2021 were as follows:

 

 

 

 

 

 

 

 

March 31, 

 

 

 

    

2021

 

 

Risk-free interest rate

    

1.03%

 

 

Expected dividend yield

 

0%

 

 

Expected term (employee grants)

 

5.70

 

 

Expected volatility

 

117.34%

 

 

 

Stock options

 

A summary of option activity as of March 31, 2021 and changes for the three month period then ended are presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

Average

 

 

Remaining

Aggregate

 

 

 

 

Exercise

 

 

Contractual

Intrinsic

Options

    

Shares

    

Price

    

 

Term in Years

Value

Outstanding as of December 31, 2020

 

4,169

 

$

1,054.01

 

 

7.18

 

$

 —

Granted

 

360,000

 

$

1.10

 

 

 

 

 

 

Cancelled/Forfeited

 

(147)

 

$

6,324.03

 

 

 

 

 

 

Outstanding as of March 31, 2021

 

364,022

 

$

10.61

 

 

9.93

 

$

 —

Vested and Exercisable as of March 31, 2021

 

2,986

 

$

1,121.83

 

 

6.90

 

$

 —

Vested and expected to vest as of March 31, 2021

 

364,022

 

$

10.61

 

 

9.93

 

$

 —

 

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2021 was $0.93. The total fair value of options that vested in the three months ended March 31, 2021 and 2020 was $53 thousand and $56 thousand, respectively. For the three month periods ended March 31, 2021 and 2020, the Company recorded stock-based compensation expense of $28 thousand and $43 thousand, respectively related to stock options. As of March 31, 2021, total unrecognized compensation expense related to non-vested share-based option compensation arrangements amounted to $367 thousand and is estimated to be recognized over a period of 1.63 years.

 

Restricted Securities

 

The following table summarizes the restricted securities activity under the 2015 Plan during the three month period ended March 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

Restricted Securities

    

Number of Grants

    

Grant Date Fair Value

Unvested balance as of December 31, 2020

 

6,402

 

$

25.67

Vested

 

 —

 

$

 —

Forfeited

 

 —

 

$

 —

Unvested balance as of March 31, 2021

 

6,402

 

$

25.67

 

For the three month periods ended March 31, 2021, and 2020, the Company recorded stock-based compensation expense of $24 thousand and $27 thousand, respectively, related to the time-based restricted securities As of March 31, 2021, total unrecognized compensation expense related to non-vested restricted securities amounted to $96 thousand which the Company expects to recognize over a remaining weighted-average of 1.11 years. All the restricted securities that remain unvested and outstanding as of March 31, 2021 are subject to time-based vesting.