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Share-Based Payment Awards
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Payment Awards

9.

Share-Based Payment Awards

Equity Incentive Plan

The 2016 Long-Term Incentive Plan (the “2016 Plan”), approved by the Company’s stockholders on December 12, 2016 (the “Adoption Date”), provides for the issuance of up to 3,000,000 shares of  the Company’s Common Stock reserved for issuance under the 2016 Plan plus any additional shares of the Company’s Common Stock that were available for grant under the 2008 Incentive Plan (the “2008 Plan”) at the Adoption Date or would otherwise become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 Plan. At the Company’s Annual Meeting of Stockholders held on June 25, 2019, the Company’s stockholders approved an amendment to the 2016 Plan to increase the number of shares authorized for issuance by 11,000,000 shares. At March 31, 2020, a total of approximately 5.2 million shares were available for new awards.

Certain inducement awards, although not awarded under the 2016 Plan or the 2008 Plan, are subject to and governed by the terms and conditions of the 2016 Plan or 2008 Plan, as applicable.

Stock Options

The following table provides a reconciliation of stock option activity under the Company’s equity incentive plans and for inducement awards for the three months ended March 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

of Options

 

 

Price

 

 

Life

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Outstanding at January 1, 2020

 

 

10,909,800

 

 

$

2.52

 

 

 

 

 

 

 

 

 

Granted

 

 

3,613,897

 

 

 

1.30

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(31,668

)

 

 

1.57

 

 

 

 

 

 

 

 

 

Expired

 

 

(287,367

)

 

 

3.63

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2020

 

 

14,204,662

 

 

$

2.19

 

 

 

8.13

 

 

$

515

 

Exercisable at March 31, 2020

 

 

4,913,150

 

 

$

2.95

 

 

 

6.12

 

 

-

 

 

In January 2019, the Company expanded the terms of its annual stock option grants to include vesting ratable monthly over four years, or with 25% vesting after one year followed by ratable monthly vesting over three years. Previously, the Company’s option grants generally had ratable annual vesting over three years, or 1-year cliff vesting. Nonemployee awards are granted similar to the Company’s employee awards. All option grants have a 10-year term. Options to purchase a total of 482,304 shares of the Company’s Common Stock vested during the three months ended March 31, 2020.

In determining the grant date fair value of option awards during the three months ended March 31, 2020, the Company applied the Black-Scholes option pricing model based on the following key assumptions:

 

Option life (in years)

 

5.5 - 6.08

 

Stock volatility

 

66.15% - 66.9%

 

Risk-free interest rate

 

0.51% - 2.51%

 

Expected dividends

 

0.0%

 

 

The following table summarizes information about employee, non-executive director and external consultant stock options for the three months ended March 31, 2020 (in thousands, except per share amount):

 

 

 

Three Months

Ended

 

 

 

March 31, 2020

 

Weighted-average grant date fair value per share

 

$

0.76

 

Total cash received from exercise of stock options

 

-

 

Total intrinsic value of stock options exercised

 

-

 

 

Time-Vested Restricted Stock Units

Time-vested restricted stock unit awards (“RSUs”) issued to date under the 2016 Plan generally vest on a ratable annual basis over 3 years. The related stock-based compensation expense is recorded over the requisite service period, which is the vesting period. The fair value of all time-vested RSUs is based on the closing share price of the Company’s Common Stock on the date of grant.

The following table provides a reconciliation of RSU activity under the 2016 Plan for the three months ended March 31, 2020:

 

 

 

 

 

 

 

Weighted

 

 

 

Number of

 

 

Average

 

 

 

Restricted

 

 

Grant Date

 

 

 

Stock Units

 

 

Fair Value

 

Nonvested at January 1, 2020

 

 

786,899

 

 

$

1.83

 

Granted

 

 

1,437,750

 

 

 

1.29

 

Vested

 

 

(176,215

)

 

 

1.82

 

Forfeited

 

 

(1,851

)

 

 

2.65

 

Nonvested at March 31, 2020

 

 

2,046,583

 

 

$

1.45

 

 

At March 31, 2020, the weighted average remaining vesting term of the RSUs was 1.42 years.

 

 

 

 

Deferred Stock Units

There were no non-vested deferred stock units (“DSUs”) issued and outstanding to the Company’s non-executive directors at each of March 31, 2020 and December 31, 2019, respectively. Each DSU vests one year from the date of grant. Subsequent to vesting, the DSUs will be settled in shares of the Company’s Common Stock upon the earliest to occur of (i) each director’s termination of service on the Company’s Board of Directors and (ii) the occurrence of a change of control as defined in the award agreement. At March 31, 2020, there were 71,251 vested DSUs that have not been settled in shares of the Company’s Common Stock.

 

Employee Stock Purchase Plan

On June 25, 2019, the Company’s stockholders approved the adoption of the EyePoint Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) and authorized up to 1,100,000 shares of Common Stock reserved for issuance to participating employees. The ESPP allows qualified participants to purchase the Company’s Common Stock twice a year at 85% of the lesser of the average of the high and low sales price of the Company’s Common Stock on (i) the first trading day of the relevant offering period and (ii) the last trading day of the relevant offering period. The number of shares of the Company’s Common Stock each employee may purchase under this plan, when combined with all other employee stock purchase plans, is limited to the lower of an aggregate fair market value of $25,000 during each calendar year, or 50,000 shares of the Company’s Common Stock in any one offering period. The first six month offering period under the ESPP began on August 1, 2019 and ended on January 31, 2020. As of March 31, 2020, 161,660 shares of the Company’s Common Stock were issued pursuant to the ESPP.

The Company estimated the fair value of the option component of the ESPP shares at the date of grant using a Black-Scholes valuation model. During the three months ended March 31, 2020, the compensation expense from ESPP shares was immaterial.  

Stock-Based Compensation Expense

The Company’s consolidated statements of comprehensive loss included total compensation expense from stock-based payment awards for the three months ended March 31, 2020 and 2019, respectively, as follows (in thousands):

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Compensation expense included in:

 

 

 

 

 

 

 

 

Research and development

 

$

263

 

 

$

396

 

Sales and marketing

 

 

252

 

 

 

144

 

General and administrative

 

 

645

 

 

 

698

 

 

 

$

1,160

 

 

$

1,238

 

 

At March 31, 2020, there was approximately $5.7 million of unrecognized compensation expense related to outstanding equity awards under the 2016 Plan, the 2008 Plan, the inducement awards and the ESPP that is expected to be recognized as expense over a weighted-average period of approximately 1.59 years.