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

11. Stock Benefit Plans and Stock-Based Compensation

In the third quarter of 2016, the Company adopted its 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the Company’s 2005 Employee, Director and Consultant Stock Plan. On October 25, 2018, the Company’s Board of Directors adopted an amendment to the Company’s 2016 Equity Incentive Award Plan. The 2016 Plan allows for the grant of options, restricted stock, restricted stock unit awards and performance unit awards to employees, directors, and consultants of the Company. Upon its adoption, the 2016 Plan had 1,083,333 shares of common stock reserved for issuance. The Board of Directors determines the terms of the grants made under the 2016 Plan. Options granted under the 2016 Plan expire no later than ten years from the date of grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Options generally vest over a four-year period and may be immediately exercisable upon a change of control of the Company. The exercise price of incentive stock options may not be less than 100% of the fair value of the Company’s common stock on the date of grant. The exercise price of any option granted to a 10% stockholder may be no less than 110% of the fair value of the Company’s common stock on the date of grant.  At December 31, 2018, 711,933 shares of common stock remained available for issuance under the 2016 Plan. The 2016 Plan will expire in May 2026.

On October 4, 2016, the Company’s Board of Directors adopted the 2016 Employment Inducement Award Plan (the “Inducement Plan”). The Inducement Plan allows for the grant of options, restricted stock, restricted stock unit awards and performance unit awards to new employees of the Company by granting an award to such new employee as an inducement for such new employee to begin employment with the Company.  As of December 31, 2018 the Inducement Plan had 188,356 shares of common stock reserved for issuance, which may only be granted to an employee who has not previously been an employee or member of the board of directors of the Company. The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2016 Plan with two principal exceptions: (i) incentive stock options may not be granted under the Inducement Plan; and (ii) the annual compensation paid by the Company to specified executives will be deductible only to the extent that it does not exceed $1.0 million. Under the Inducement Plan, the Company granted $0.8 million of value Performance Restricted Share Units ("PRSUs") in 2016.   The PRSUs will vest in a dollar amount representing between 0% to 250% of the target value upon the earlier of September 14, 2019 or a change in control of the Company. The actual payout amount will be based on the Company’s market capitalization on the vesting date and the fair-market value of the Company’s common stock on such vesting date and will be paid in shares of the Company's common stock.

The 2016 Plan and the Inducement Plan are collectively referred to as the Plans.

Stock Options

 

A summary of the Company’s stock option activity under the Plans and related information is as follows (in thousands, except as indicated and per share data):

 

 

 

Shares

 

 

Weighted

average

exercise

price

 

 

Weighted

average

remaining

contractual

term

(in years)

 

 

Aggregate

intrinsic

value

 

Outstanding at December 31, 2017

 

 

3,156

 

 

$

4.31

 

 

 

8.28

 

 

$

1,841

 

Granted

 

 

2,298

 

 

$

2.88

 

 

 

 

 

 

 

 

 

Exercised

 

 

(14

)

 

$

1.81

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(758

)

 

$

4.12

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

4,682

 

 

$

3.64

 

 

 

8.46

 

 

$

919

 

Options vested and exercisable at December 31, 2018

 

 

1,249

 

 

$

6.34

 

 

 

6.77

 

 

$

341

 

Options vested and expected to vest at December 31, 2018

 

 

4,230

 

 

$

3.73

 

 

 

8.40

 

 

$

861

 

 

The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2018 and 2017 was $2.00 and $1.36, respectively. The aggregate intrinsic value of options at December 31, 2018 is based on the Company’s closing stock price on the last business day of 2018 of $2.29 per share.

As of December 31, 2018, there was $5.1 million of unrecognized compensation expense for stock options which is expected to be recognized on a straight-line basis over a weighted average period of approximately 2.98 years.  

Restricted Stock Awards and Units

The following table summarizes information about the restricted stock awards, restricted stock units and performance-based restricted units activity (in thousands, except as indicated and per share data):

 

 

 

Shares

 

 

Weighted

average

grant

date fair

value

 

 

Weighted

average

remaining

recognition

period

(in years)

 

Unvested at December 31, 2017

 

 

2,000

 

 

$

3.41

 

 

 

2.78

 

Awarded

 

 

1,924

 

 

$

2.87

 

 

 

 

 

Vested

 

 

(278

)

 

$

4.00

 

 

 

 

 

Forfeited

 

 

(376

)

 

$

4.31

 

 

 

 

 

Unvested at December 31, 2018

 

 

3,270

 

 

$

2.94

 

 

 

2.55

 

 

The weighted average fair value per share of awards granted during the years ended December 31, 2018 and 2017 was $2.87 and $2.96, respectively.  

As of December 31, 2018, there was $7.2 million of unrecognized compensation expense for restricted stock awards and units which is expected to be recognized on a straight-line basis over a weighted average period of approximately 2.55 years.  

 

Termination and Settlement of Elite Medical Holdings and Pac 3 Surgical Collaboration Agreement

In February 2018, the Company reached a settlement agreement with Elite Medical Holdings and Pac 3 Surgical, pursuant to which the Company made a cash payment of $0.4 million as the final and total compensation under the original agreement.  In addition, the parties agreed to release each other and waive any and all rights and claims arising from the original agreement.  The Company recorded a gain of approximately $6.2 million during the year ended December 31, 2018, reflecting the reversal of accrued obligations previously recorded under the collaboration.  

2017 Distributor Inducement Plan

In December 2017, the Board of Directors approved and adopted the 2017 Distributor Inducement Plan which authorizes the Company to issue to distributors restricted shares of common stock of the Company and/or warrants to purchase the Company’s common stock. The warrants are issuable with an exercise price equal to the fair market value of the common stock on the date of issuance. Each warrant and common stock issuance is subject to a time-based or net sales-based vesting provision. The Board of Directors authorized the grant of up to 1,000,000 shares of common stock under the 2017 Distributor Inducement Plan. As of December 31, 2018, 0.3 million warrants and 17,000 shares of common stock were earned under the 2017 Distributor Inducement Plan. Total expense for the plan was $0.2 million for the year ended December 31, 2018.

In December 2017, the Board of Directors also authorized grant of warrants to purchase 50,000 of the Company’s common stock, and 75,000 restricted stock units to a distributor. These warrants and restricted stock units are subject to time based and net sales based vesting conditions.

2017 Development Services Plan

In December 2017, the Board of Directors approved and adopted the 2017 Development Services Plan which authorizes the Company to enter into Development Services Agreements with third-party individuals or entities whereby, upon the achievement of certain Company financial and commercial revenue milestones, future royalty payments for product and/or intellectual property development work may be paid in either cash or restricted shares of Company common stock at the option of the developer. Each common stock issuance would be subject to net sales-based vesting provisions and satisfaction of applicable laws and market regulations regarding the issuance of restricted shares to such developers. The Board of Directors authorized the grant of up to 3,000,000 shares of common stock under the 2017 Development Services Plan. As of December 31, 2018, 2.3 million have been designated under the 2017 Development Services Plan, but no common stock elections, grants or cash payouts have been made as of December 31, 2018.  

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following (in thousands):

 

 

 

December 31, 2018

 

Stock options outstanding

 

 

4,682

 

Unvested restricted stock awards

 

 

3,270

 

Employee stock purchase plan

 

 

226

 

Series A convertible preferred stock

 

 

2,022

 

Convertible notes

 

 

988

 

Warrants outstanding

 

 

22,302

 

Distributor and Development Services plans

 

 

4,000

 

Merger contingently issuable

 

 

887

 

Authorized for future grant under the Plans

 

 

1,061

 

 

 

 

39,438