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Share-Based Compensation
6 Months Ended
Sep. 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 September 30, 2017, a total of 2.0 million common shares were available for future grant under the 2016 Plan. At September 30, 2017, there were 3.2 million options outstanding with a weighted average exercise price of $9.22.
(A) Stock Options, Restricted Share Awards and Restricted Stock Units Granted to Employees and Directors:
During the three and six months ended September 30, 2017, the Company granted options to purchase a total of 1.0 million and 1.9 million common shares, respectively, to its employees and directors under the 2016 Plan. During the three and six months ended September 30, 2016, the Company granted options to purchase a total of 1.1 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 $1.5 million and $0.3 million, respectively, for the three months ended September 30, 2017 and 2016 and $2.8 million and $0.3 million, respectively, for the six months ended September 30, 2017 and 2016. At September 30, 2017, total unrecognized compensation expense related to unvested options issued to employees and directors was $24.9 million, which is expected to be recognized over the remaining weighted-average service period of 3.26 years.
During the six months ended September 30, 2017 and 2016, the Company granted a restricted share award for 0.6 million and 1.1 million, respectively, to the Company’s Principal Executive Officer under the 2016 Plan. The restricted share award granted during the six months ended September 30, 2017 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. During the three months ended September 30, 2017 and 2016, no restricted share awards were granted to employees or directors. During the three and six months ended September 30, 2017, the Company granted 10,000 restricted stock units to its Chief Medical Officer. During the three and six months ended September 30, 2016, no restricted stock units were granted to employees or directors. The Company recorded share-based compensation expense related to the restricted share awards and restricted stock units of $0.9 million and $0.4 million, respectively, for the three months ended September 30, 2017 and 2016 and $1.5 million and $0.4 million, respectively, for the six months ended September 30, 2017 and 2016. At September 30, 2017, total unrecognized compensation expense related to unvested restricted share awards and restricted stock units was $11.2 million, which is expected to be recognized over the remaining weighted-average service period of 4.05 years.
Share-based compensation expense is classified in R&D and G&A expenses in the accompanying interim unaudited condensed consolidated statements of operations consistent with the grantee’s salary.
(B) Share-Based Compensation for Related Parties:
(1) Stock Options Granted to Non-Employees:
The Company recorded share-based compensation expense related to stock options granted to consultants of $0.1 million and $0.1 million, respectively, for the three months ended September 30, 2017 and 2016 and $0.2 million and $0.1 million, respectively, for the six months ended September 30, 2017 and 2016. At September 30, 2017, total unrecognized compensation expense related to stock options granted to consultants was $0.1 million, which is expected to be recognized over 2.88 years. This share-based compensation expense is included in R&D and G&A expenses in the accompanying interim unaudited condensed consolidated statements of operations. During the six months ended September 30, 2017, no options were granted to consultants under the 2016 Plan. During the six months ended September 30, 2016, 0.1 million 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 $0.3 million and $1.4 million, respectively, for the three months ended September 30, 2017 and 2016 and $0.5 million and $4.0 million, respectively, for the six months ended September 30, 2017 and 2016.
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 a level 3 financial instrument within the fair value hierarchy 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). RSL estimated the fair value of each RSL option on the date of grant using the Black-Scholes closed-form option-pricing model.
Share-based compensation expense has been and will continue to be allocated to the Company over the requisite service period over which these RSL common share awards and RSL options are expected to vest based upon the relative percentage of time utilized by RSL and RSI employees on Company matters.