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Stock-Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

13.

Stock-Based Compensation

Stock Options

The Company established the 2001 Employee Stock Option Plan to provide incentive stock options and non-qualified stock options to employees, and the 2001 Non-employee Stock Option Plan to provide non-qualified stock options to the members of the board of directors and advisory board, and non-employees. The 2001 Employee Stock Option Plan and the 2001 Non-employee Stock Option Plan are collectively referred to as the “2001 Plans.” In connection with the Mergers, the Company issued options from its 2001 Plans to replace options previously granted under PharmAthene’s option plans. At the close of the Mergers, the Company de-designated common stock available for issuance under the 2001 Plans and the PharmAthene plans. No additional options or restricted stock will be granted under these plans. Options outstanding and unvested restricted stock granted under these plans through the close of the Mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration, or forfeiture no additional options, restricted stock or other awards will be granted under these plans. The replacement options issued after the Mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration, or forfeiture. Also, in connection with the Mergers, the 2001 Plans were assumed by the Company.

In addition, PharmAthene had previously established the PharmAthene, Inc. Amended and Restated 2007 Long-Term Incentive Compensation Plan, or the 2007 Plan. Awards outstanding under the 2007 Plan remained outstanding following the Mergers in accordance with their applicable terms and conditions. No additional awards will be made under the 2007 Plan.

Also in connection with the Mergers, the Company established the 2017 Omnibus Incentive Plan (the “Omnibus Plan”) to provide incentive stock options, non-qualified stock options, restricted stock, and other stock-based awards denominated in shares of the Company’s common stock, and performance-based cash awards to eligible employees, consultants, and directors. In 2018, the Company’s shareholders approved an amendment to the Omnibus Plan to increase the number of shares reserved for issuance from 1,500,000 to 5,000,000. The aggregate share reserve will be increased on January 1 of each year commencing in 2018 and ending on and including January 1, 2027 up to an amount equal to the lowest of (i) 4% of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors. The maximum shares of common stock that may be granted to each employee or consultant in any fiscal year under the Omnibus Plan is the lesser of 800,000 shares per type of award or a maximum compensation amount of $5,000,000. The maximum common stock that may be granted to directors under the Omnibus Plan during any fiscal year is 500,000 shares.

On November 29, 2018, the Board approved and adopted the Altimmune Inc. 2018 Inducement Grant Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity or equity-based awards in the form of non-qualified stock options, restricted stock awards, and other stock-based awards. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.

The Board has reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan (subject to customary adjustments in the event of a change in capital structure of the Company), and the Inducement Plan will be administered by the Compensation Committee. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The 2001 Plans, the 2007 Plan, the Omnibus Plan, and the Inducement Plan are collectively referred to as the “Plans.” As of December 31, 2018 under the Plans, a total of 339,619 options to purchase shares of common stock and 322,907 shares of restricted stock were granted, of which options to purchase 38,636 shares of common stock have been exercised to date. As of December 31, 2018, there were 34,327 and 1,465,607 shares of common stock available for future grants under the Omnibus Plan and the Inducement Plan, respectively.

The fair value of stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions:

 

 

 

For the Year Ended December 31,

 

 

 

2018

 

 

2017

 

Expected volatility

 

 

92.14

%

 

 

89.17

%

Expected term (years)

 

 

6.07

 

 

5.84

 

Risk-free interest rate

 

 

2.86

%

 

 

1.95

%

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

 

Expected volatility: As there is not sufficient historical volatility for the expected term of the stock options, the Company uses an average historical share price volatility, inclusive of its own volatility, based on an analysis of reported data for a peer group of comparable companies which were selected based upon industry similarities.

Expected term (years): Expected term represents the number of years that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options, therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the option.

Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the daily U.S. Treasury yield curve rate in effect as of the date of grant.

Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future.

The fair value of each non-employee stock option is estimated at the date of grant using Black-Scholes with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life.

A summary of stock option activities under the Plans is presented below:

 

 

 

Number of

Stock Options

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-Average

Remaining

Contractual Term

(Year)

 

 

Weighted-

Average Intrinsic

Value

 

Outstanding, January 1, 2018

 

 

60,618

 

 

$

128.23

 

 

 

4.45

 

 

$

-

 

Granted

 

 

339,619

 

 

 

4.63

 

 

 

 

 

 

 

 

 

Exercised

 

 

(9,541

)

 

 

2.40

 

 

 

 

 

 

$

-

 

Forfeited or expired

 

 

(37,422

)

 

 

145.58

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2018

 

 

353,274

 

 

$

10.97

 

 

 

6.04

 

 

$

-

 

Exercisable, December 31, 2018

 

 

15,278

 

 

$

106.08

 

 

 

5.29

 

 

$

-

 

Expected to vest, December 31, 2018

 

 

337,996

 

 

$

6.67

 

 

 

6.07

 

 

$

-

 

 

The per share weighted-average grant date fair value of stock options granted during the years ended December 31, 2018 and 2017 were $4.63 and $64.80, respectively. The aggregate intrinsic value for stock options exercised during the year ended December 31, 2018 was $461,555. At December 31, 2018, there was $1,292,868 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.90 years.

Restricted Stock

In October 2016, the Company authorized and granted a restricted stock award of 2,651 shares at an aggregate purchase price of $1,067. The weighted average grant date fair value of the restricted stock award was $310.80 per share. The restricted stock vests ratably at the end of each quarter over four years starting on December 31, 2016 with 50% of the original issued shared subject to accelerated vesting upon a deemed liquidation event. Fair value of restricted shares that vested during the year ended December 31, 2018 totaled $3,878. Under certain conditions, the Company has the right to repurchase any unvested shares at a price of $0.01 per share. Accordingly, the aggregate repurchase price is recorded as a long-term liability to be amortized over the vesting period with the amortization classified as a component of additional paid-in capital.

On November 30, 2018, the Company authorized and granted a restricted stock award of 322,907 shares. The weighted average grant date fair value of the restricted stock award was $3.59 per share. The restricted stock vests over a four-year period, 25% of the Shares vesting on the one-year anniversary, and the remaining 75% vesting in 36 substantially equal monthly installments and will be fully vested on December 1, 2022; provided, however, that the holder has not experienced a termination prior to the applicable vesting date.

A summary of restricted stock activities is presented below:

 

 

 

Shares

 

 

Weighted-

average

Grant Date

Fair Value

 

 

Restricted

Stock

Repurchase

Liability

 

Unvested, January 1, 2018

 

 

781

 

 

$

310.80

 

 

$

315

 

Vested

 

 

(284

)

 

 

310.80

 

 

 

(116

)

Granted

 

 

322,907

 

 

 

3.59

 

 

 

 

Unvested, December 31, 2018

 

 

323,404

 

 

$

4.06

 

 

$

199

 

 

As of December 31, 2018, total unrecognized compensation expense related to restricted stock awards was $1,129,653, which the Company expects to recognize over a weighted average period of approximately 3.91 years.

Stock-based Compensation Expense

Stock-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2018 and 2017 as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2018

 

 

2017

 

Research and development

 

$

319,354

 

 

$

327,610

 

General and administrative

 

 

453,894

 

 

 

1,115,882

 

Total

 

$

773,248

 

 

$

1,443,492