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Stock-Based Compensation
9 Months Ended
Sep. 30, 2017
Stock-Based Compensation  
Stock-Based Compensation

6. Stock-Based Compensation

 

The following table summarizes the stock option activity for the nine months ended September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

 

 

 

 

 

Weighted-

 

Weighted-

 

 

 

 

 

 

 

 

 

Average

 

Average

 

 

 

 

 

Options

 

 

 

Exercise

 

Remaining

 

Aggregate

 

 

Available for

 

Number of

 

Price Per

 

Contractual

 

Intrinsic

 

    

Grant

    

Options

    

Share

    

Life (years)

    

Value

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Balance—December 31, 2016

 

342,500

 

1,414,730

 

$

5.28

 

7.6

 

$

4,267

Options authorized

 

374,944

 

 —

 

 

 

 

 

 

 

 

RSUs granted

 

(10,000)

 

 —

 

 

 

 

 

 

 

 

Options granted

 

(646,900)

 

646,900

 

 

13.87

 

 

 

 

 

Options exercised

 

 —

 

(230,347)

 

 

4.76

 

 

 

 

1,981

Options cancelled/forfeited

 

234,973

 

(235,868)

 

 

6.26

 

 

 

 

 

Balance—September 30, 2017

 

295,517

 

1,595,415

 

 

8.69

 

6.9

 

$

13,406

Options exercisable—September 30, 2017

 

 

 

760,459

 

 

4.93

 

4.1

 

$

9,247

Options vested and expected to vest—September 30, 2017

 

 

 

1,595,415

 

 

8.69

 

6.9

 

$

13,406

 

The total grant date fair value of options vested was $236,000 and $129,000 during the three months ended September 30, 2017 and 2016, respectively, and $1.1 million and $415,000 for the nine months ended September 30, 2017 and 2016, respectively.

 

The weighted-average grant date fair value of employee options granted during the three months ended September 30, 2017 and 2016 was $9.22 and $3.86 per share, respectively, and during the nine months ended September 30, 2017 and 2016 was $7.80 and $3.86 per share, respectively.

 

2016 Employee Incentive Plan

 

The Company’s board of directors adopted the 2016 Equity Incentive Plan (the “2016 Plan”) on April 25, 2016, which was subsequently approved on September 20, 2016 by the Company’s stockholders. The 2016 Plan became effective on October 7, 2016, the date the Company’s registration statement was declared effective by the SEC. No further grants will be made under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”). However, any outstanding stock awards granted under the 2008 Plan will remain outstanding, subject to the terms of the Company’s 2008 Plan and the applicable stock award agreements, until such outstanding stock awards that are stock options are exercised or until they terminate or expire by their terms, or until such stock awards are fully settled, terminated or forfeited.

 

The Company’s 2016 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation to employees, directors and consultants. In addition, the Company’s 2016 Plan provides for the grant of performance cash awards to employees, directors and consultants.

 

The maximum number of shares of common stock that may be issued under the Company’s 2016 Plan is 500,000. The number of shares of common stock reserved for issuance under the Company’s 2016 Plan will automatically increase on January 1 of each year, beginning on January 1, 2017, and continuing through and including January 1, 2024, by 3% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors.

 

2016 Employee Stock Purchase Plan

 

The Company’s board of directors adopted the 2016 Employee Stock Purchase Plan (the “ESPP”) on April 25, 2016, which was subsequently approved on September 20, 2016 by the Company’s stockholders. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward the Company’s success and that of the Company’s affiliates. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. The board of directors, or a duly authorized committee thereof, will administer the Company’s ESPP.

 

The maximum aggregate number of shares of common stock that may be issued pursuant to the exercise of purchase rights under the Company’s ESPP that are granted to employees or to employees of any of the Company’s designated affiliates is 96,153 shares. Additionally, the number of shares of common stock reserved for issuance under the Company’s ESPP will increase automatically each year, beginning on January 1, 2017, and continuing through and including January 1, 2026, by 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number as determined by the board of directors. Shares subject to purchase rights granted under the Company’s ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the Company’s ESPP. The first purchase period under the 2016 ESPP commenced on October 12, 2016 and ended on April 12, 2017. The second purchase period began on April 13, 2017 and ended on October 12, 2017. The Company had 203,210 shares available for future issuance under the Company’s ESPP as of September 30, 2017. Employees purchased 17,924 shares for $122,000 during the nine months ended September 30, 2017.

 

Modification of Stock Awards

 

During the three months ended September 30, 2017, the Company entered into a Separation Agreement with its former Chief Executive Officer which resulted in the acceleration in the vesting of certain unvested stock options as well as the extension of the exercise period for all vested options. As a result of the modification, the Company recorded stock-based compensation expense of $310,000 during the three months ended September 30, 2017 to reflect the revised service period for the stock options and related vesting of shares that would otherwise not have vested.

 

Restricted Stock Units

 

In September 2017, the Company’s board of directors authorized the issuance of Restricted Stock Units (“RSUs”), under the 2016 Plan and adopted a form of Restricted Stock Unit Award Agreement, which is intended to serve as a standard form agreement for RSU grants issued to employees, executive officers, directors and consultants. 

 

The following table summarizes RSU activity for the nine months ended September 30, 2017:

 

 

 

 

 

 

 

 

 

RSUs Outstanding

 

 

 

 

Weighted-

 

 

 

 

Average

 

 

Number of

 

Exercise

 

 

Restricted Stock

 

Price Per

 

    

Units

    

Share

 

 

 

 

 

 

Balance—December 31, 2016

 

 —

 

$

 —

Granted

 

10,000

 

 

16.25

Balance—September 30, 2017

 

10,000

 

$

16.25

 

The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. As of September 30, 2017, there was $149,000 of unrecognized stock-based compensation expense related to RSUs to be recognized over a weighted-average period of 0.9 years.

 

Stock-based Compensation Expense

 

The Company recognized stock-based compensation expense from awards granted to employees and non-employees under its equity incentive plans and from its ESPP as follows, excluding amounts related to GLOBALFOUNDRIES, Inc. (“GF”) (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 

 

September 30, 

 

 

    

2017

    

2016

    

2017

    

2016

    

Research and development

 

$

122

 

$

99

 

$

367

 

$

188

 

General and administrative

 

 

499

 

 

182

 

 

938

 

 

282

 

Sales and marketing

 

 

51

 

 

28

 

 

206

 

 

50

 

Total

 

$

672

 

$

309

 

$

1,511

 

$

520

 

 

As of September 30, 2017, there was $6.2 million of total unrecognized compensation expense related to unvested options which is expected to be recognized over a weighted-average period of 3.3 years.

 

Employee Stock-based Compensation

 

Stock-based compensation expense for employees was $685,000 and $279,000 for the three months ended September 30, 2017 and 2016, respectively, and $1.4 million and $480,000 for the nine months ended September 30, 2017 and 2016, respectively.  

 

The Company estimated the fair value of each option using the Black-Scholes option-pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the assumptions below. Each of these inputs is subjective and its determination generally requires significant judgment.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 Plan

 

2016 ESPP

 

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

 

 

September 30, 

 

September 30, 

 

 

 

    

2017

    

2016

    

2017

    

2016

 

 

Expected volatility

 

47.2-61.1

%  

44.4-45.1

%  

49.3-  66.2

%  

 —

%

 

Risk-free interest rate

 

1.93-2.10

%  

1.12-1.36

%  

0.5-1.0

%  

 —

%

 

Expected term (in years)

 

5.8-6.1

 

5.2-6.1

 

0.5-0.6

 

 —

 

 

Dividend yield

 

 —

%  

 —

%  

 —

%  

 —

%

 

 

Non-employee Stock-based Compensation

 

Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options vest. During the three and nine months ended September 30, 2017, the Company granted 12,800 stock options to non-employees. During the three and nine months ended September 30, 2016, the Company granted 21,633 stock options to non-employees. As of September 30, 2017, options to purchase 24,453 shares of common stock were outstanding with a weighted-average exercise price of $5.57 per share. Stock-based compensation expense for non-employees was $(13,000) and $30,000 for the three months ended September 30, 2017 and 2016, respectively, and $86,000 and $40,000 for the nine months ended September 30, 2017 and 2016, respectively.