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Stock-Based Compensation Expense
9 Months Ended
Sep. 30, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

10.

STOCK-BASED COMPENSATION EXPENSE

The Company adopted two stock compensation plans prior to the Merger, the 2007 Stock Option Plan, or the 2007 Plan, adopted in August 2007, and the 2010 Stock Option Plan, or the 2010 Plan, adopted in March 2010. The Company ceased granting awards under the 2007 Plan when it adopted the 2010 Plan. Options remain outstanding under both the 2007 Plan and the 2010 Plan. In connection with the Merger, all such options converted into options to purchase shares of Regado common stock, as renamed Tobira, and the applicable exercise prices were adjusted to reflect the Exchange Ratio. The Company assumed the 2010 Plan under the terms of the Merger and may grant awards under this plan to certain employees. No additional grants can be made from the 2007 Plan, and shares subject to awards granted under this plan that cancel or expire unexercised do not revert to or become available for re-grant under any other Company stock compensation plan.

Prior to the Merger, Regado adopted two stock compensation plans, the 2004 Plan and 2013 Plan. Options remain outstanding under both the 2004 and the 2013 Plan. The number of shares subject to and the exercise prices applicable to these outstanding options were adjusted in connection with the one for nine reverse stock split. No additional grants may be made from the 2004 Plan. However, shares subject to awards granted under this plan that cancel or expire unexercised do revert to and become available for re-grant under the 2013 Plan pool.  On July 9, 2015, the Company’s stockholders approved amendments to material terms of the Company’s 2013 Plan, including an increase by 1.2 million shares reserved for issuance and increases in, or imposition of, certain share limits under the 2013 Plan. The Company intends that the 2013 Plan will be its primary stock compensation plan in the future.  

Because the Company is considered to be the acquirer for accounting purposes, the pre-Merger vested stock options granted by Regado under the 2004 Plan and the 2013 Plan are deemed to have been exchanged for equity awards of the Company and as such the portion of the acquisition date fair value of these equity awards attributable to pre-Merger service to Regado were accounted for as a component of the consideration transferred.

The exchange of Private Tobira stock options to purchase Regado common stock, as renamed Tobira, was accounted for as a modification of the awards because the legal exchange of the awards is considered a modification of Private Tobira stock options. The modification of the stock options did not result in any incremental compensation expense as the modification did not increase the fair value of the stock options.

The following table summarizes stock option activity under the Company’s stock-based compensation plan during the nine months ended September 30, 2015:

 

 

 

Number of

Options

 

 

Weighted-

Average

Exercise

Price Per Share

 

 

Weighted-

Average

Remaining

Contractual

Life

(in Years)

 

 

Weighted-

Average

Grant

Date Fair

Value

 

Outstanding at December 31, 2014

 

 

1,110,744

 

 

$

4.59

 

 

 

8.72

 

 

 

 

 

Granted

 

 

761,382

 

 

$

15.08

 

 

 

 

 

 

$

10.95

 

Options assumed in the Merger

 

 

551,363

 

 

$

30.11

 

 

 

 

 

 

 

 

 

Exercised

 

 

(32,874

)

 

$

3.51

 

 

 

 

 

 

 

 

 

Canceled

 

 

(16,619

)

 

$

20.30

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2015

 

 

2,373,996

 

 

$

14.00

 

 

 

8.51

 

 

 

 

 

Vested and expected to vest at September 30, 2015

 

 

2,310,312

 

 

$

14.08

 

 

 

 

 

 

 

 

 

Vested and exercisable at September 30, 2015

 

 

1,090,000

 

 

$

17.77

 

 

 

 

 

 

 

 

 

 

As of September 30, 2015 and December 31, 2014, the total intrinsic value of vested and exercisable options was $3.2 million and $1.3 million, respectively. Under our stock-based compensation plan, option awards generally vest over a four-year period contingent upon continuous service and expire ten years from the date of grant (or earlier upon termination of continuous service). The fair value-based measurement of each option is estimated on the date of grant using the Black-Scholes option valuation model.

Stock-based compensation expense related to options granted was recorded as follows (in thousands):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Research and development

 

$

240

 

 

$

31

 

 

$

375

 

 

$

121

 

General and administrative

 

 

620

 

 

 

(712

)

 

 

1,099

 

 

 

407

 

Total

 

$

860

 

 

$

(681

)

 

$

1,474

 

 

$

528

 

 

In February 2014, the Board of Directors approved an extension to the post-termination exercise period for vested stock options held by the former chief executive officer from April 2014 to October 2014. This modification, which was made subsequent to his employment with the Company, was treated as a new award and was accounted for as a liability. The stock award liability was adjusted to its estimated fair value each reporting period using the Black-Scholes option-pricing model with the change in fair value of the liability recorded to stock-based compensation expense through October 31, 2014, the date of expiration. Stock-based compensation expense for this modification was a reduction of expense of $0.9 million and $0 for the three and nine months ended September 30, 2014.