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Share-Based Compensation
3 Months Ended
Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation
Share-Based Compensation
In June 2016, the Company adopted its 2016 Equity Incentive Plan, or as amended, the 2016 Plan, under which 4.5 million common shares were originally reserved for grant. On April 1, 2017, the number of common shares authorized for issuance increased automatically to 6.9 million in accordance with the 2016 Plan.
At June 30, 2017, a total of 4.5 million common shares were available for future grant under the 2016 Plan. At June 30, 2017, there were 2.4 million options outstanding with a weighted average exercise price of $7.97.
(A) Stock Options and Restricted Share Awards Granted to Employees and Directors:
During the three months ended June 30, 2017, the Company granted options to purchase a total of 0.9 million common shares to its employees and directors under the 2016 Plan. The Company recorded share-based compensation expense related to stock options issued to Company employees and directors of $1.4 million for the three months ended June 30, 2017. At June 30, 2017, total unrecognized compensation expense related to non-vested options was $21.0 million, which is expected to be recognized over the remaining weighted-average service period of 3.47 years. During the three months ended June 30, 2016, no options were granted to employees and directors under the 2016 Plan.
During the three months ended June 30, 2017, the Company granted a restricted share award for 0.6 million common shares to the Company’s Principal Executive Officer under the 2016 Plan. This grant is a market-based award for which the grant date fair value was estimated using a Monte Carlo valuation model. The Company records expense ratably over the applicable vesting period regardless of whether the market condition is satisfied because the awards are subject to market conditions. At June 30, 2017, total unrecognized compensation expense related to non-vested common shares was $10.9 million, which is expected to be recognized over the remaining weighted-average service period of 3.08 years. During the three months ended June 30, 2016, the Company granted a restricted share award for 1.1 million common shares to the Company’s Principal Executive Officer.
For the three months ended June 30, 2017 and 2016, share-based compensation expense related to the restricted share awards granted to our Principal Executive Officer was $0.6 million and $18,298, respectively.
This share-based compensation expense is included in research and development and general and administrative expenses in the accompanying interim unaudited condensed consolidated statements of operations.
(B) Share-Based Compensation for Related Parties:
(1) Stock Options Granted to Non-Employees:
For the three months ended June 30, 2017, share-based compensation expense related to stock options granted to consultants was $0.1 million. At June 30, 2017, total unrecognized compensation expense related to stock options granted to consultants was $0.2 million, which is expected to be recognized over 0.69 years. This share-based compensation expense is included in research and development and general and administrative expenses in the accompanying interim unaudited condensed consolidated statements of operations. During the three months ended June 30, 2017 and 2016, no options were granted to consultants under the 2016 Plan.
(2) Share-Based Compensation Allocated to the Company by RSL:
Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSL and RSI employees on Company matters.
In relation to the RSL common share awards and options issued by RSL to RSL and RSI employees, the Company recorded share-based compensation expense of $0.2 million and $2.6 million for the three months ended June 30, 2017 and 2016, respectively.
The RSL common share awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. As RSL is a non-public entity, the RSL common share awards are classified as level 3 due to their unobservable nature. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based, performance-based and corporate event-based, including targets for RSL’s post-IPO market capitalization and future financing events). The Company estimated the fair value of each RSL option on the date of grant using the Black-Scholes closed-form option-pricing model.
Compensation expense will be allocated to the Company over the required service period over which these RSL common share awards and RSL options would vest and is based upon the relative percentage of time utilized by RSI employees on Company matters.