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Stock-Based Compensation
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

Note 5: Stock-Based Compensation

Equity Compensation Plans

Common Stock Equity Plans

In 2010, the Company adopted the 2010 Equity Incentive Plan and later amended it in 2014, 2017 and 2018 (the Amended 2010 Plan). The Amended 2010 Plan was terminated in August 2019 and remains in effect as to outstanding equity awards granted prior to the date of expiration. As of December 31, 2019, no new awards may be made under the Amended 2010 Plan, and equity awards for approximately 172,000 shares were outstanding.

In August 2019, the Company’s stockholders approved the 2019 Stock Incentive Plan (the 2019 Plan), and it replaced the Amended 2010 Plan.  The 2019 Plan authorizes the board of directors or the compensation committee of the board of directors to grant a broad range of awards including stock options, stock appreciation rights, restricted stock, performance-based awards, and restricted stock units. Under the 2019 Plan, 182,500 shares have been reserved for issuance. The 2019 Plan provides for annual option grants or other awards to the Company’s non-employee directors to acquire up to 2,000 shares and for a one-time grant of an option or other award to a non-employee director to acquire up to 6,000 shares upon his or her initial appointment or election to the board of directors.

Under the 2019 Plan, the term of all incentive stock options granted to a person who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The exercise price of stock options granted under the 2019 Plan must be at least equal to the fair market value of the shares on the date of grant.  Generally, awards under the 2019 Plan will vest over a three to four-year period, and options will have a term of 10 years from the date of grant.  In addition, the 2019 Plan provides for automatic acceleration of vesting for options granted to non-employee directors upon a change of control of the Company.  

The Amended 2010 Plan and the 2019 Plan are referred to collectively as the “Plans.”

The Company may also award shares to new employees outside the Plans, as material inducements to the acceptance of employment with the Company, as permitted under the Listing Rules of the Nasdaq Stock Market. These awards must be approved by the compensation committee of the board of directors, a majority of the independent directors or, below a specified share level, by an authorized executive officer. At December 31, 2020 and 2019, no such awards were outstanding.

Stock-Based Compensation Expense

The unamortized compensation cost, at December 31, 2020, was $0.2 million related to stock options and is expected to be recognized as expense over a weighted average period of approximately 1.4 years. The unamortized compensation cost, at December 31, 2020, was $0.3 million related to restricted stock units and is expected to be recognized as expense over a weighted average period of approximately 0.8 years. For the years ended December 31, 2020 and 2019, the fair value of options and awards vested was approximately $0.2 million and $0.3 million, respectively.

Valuation Assumptions and Expense Information for Stock-based Compensation

The fair value of the Company’s share-based payment awards for the years ended December 31, 2020, and 2019 was estimated on the grant dates using the Black-Scholes model with the following assumptions:

 

 

 

Year Ended

 

 

December 31,

 

 

2020

 

2019

Risk-free interest rate

 

1.6% - 2.5%

 

1.6% - 2.5%

Volatility

 

128% - 138.5%

 

128% - 138.5%

Expected life (years)

 

3.0 - 5.0

 

3.0 - 5.0

Dividend yield

 

0 %

 

0 %

 

The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post-vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future.

Prior to January 1, 2019, the stock-based compensation expense recorded was adjusted based on estimated forfeiture rates. An annualized forfeiture rate was used as a best estimate of future forfeitures based on the Company’s historical forfeiture experience. The stock-based compensation expense was adjusted in later periods if the actual forfeiture rate is different from the estimate.  Upon the adoption of ASU No. 2016-09 on January 1, 2019, the Company elected to change its accounting policy to account for forfeitures as they occur. Historically, estimated forfeitures were immaterial to the consolidated financial statements.

Common Stock Options and Restricted Stock

A summary of stock option and restricted stock unit (RSU) award activity under the Plans is presented below (in thousands, except exercise price):

 

 

 

 

 

 

 

Options outstanding

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

Shares

 

 

 

 

 

 

Average

 

 

 

Available

 

 

Number of

 

 

Exercise

 

 

 

for Grant

 

 

Shares

 

 

Prices

 

Balance as of January 1, 2019

 

 

200

 

 

 

17

 

 

$

96.24

 

Additional shares authorized under the Plan

 

 

183

 

 

 

 

 

 

 

RSUs granted

 

 

(120

)

 

 

 

 

 

 

RSUs cancelled and returned to the Plan

 

 

1

 

 

 

 

 

 

 

Options granted

 

 

(145

)

 

 

145

 

 

$

2.64

 

Options cancelled and returned to the Plan

 

 

1

 

 

 

(1

)

 

$

144.00

 

Plan termination

 

 

(32

)

 

 

 

 

$

 

Balance as of December 31, 2019

 

 

88

 

 

 

161

 

 

$

10.85

 

RSUs granted

 

 

(9

)

 

 

 

 

 

 

RSUs cancelled and returned to the Plan

 

 

2

 

 

 

 

 

 

 

Options cancelled

 

 

 

 

 

(2

)

 

$

4.00

 

Balance as of December 31, 2020

 

 

81

 

 

 

159

 

 

$

10.82

 

 

 

  

A summary of RSU activity under the Plans is presented below (in thousands, except fair value):

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant-Date

 

 

 

Shares

 

 

Fair Value

 

Non-vested shares as of January 1, 2019

 

 

14

 

 

$

24.31

 

Granted

 

 

120

 

 

$

3.79

 

Vested

 

 

(30

)

 

$

12.89

 

Cancelled

 

 

(1

)

 

$

25.13

 

Non-vested shares as of December 31, 2019

 

 

103

 

 

$

3.75

 

Granted

 

 

9

 

 

$

1.74

 

Vested

 

 

(43

)

 

$

3.72

 

Cancelled

 

 

(4

)

 

$

4.00

 

Non-vested shares as of December 31, 2020

 

 

65

 

 

$

3.48

 

 

The total intrinsic value of outstanding RSUs was $0.2 million for each of the years ended December 31, 2020 and 2019.

The following table summarizes significant ranges of outstanding and exercisable options at December 31, 2020 (in thousands, except contractual life and exercise price):

 

 

 

Options Outstanding

 

 

Options Exercisable

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Contractual

 

 

Average

 

 

 

 

 

 

Average

 

 

Aggregate

 

 

 

Number

 

 

Life

 

 

Exercise

 

 

Number

 

 

Exercise

 

 

Intrinsic

 

Range of Exercise Price

 

Outstanding

 

 

(in Years)

 

 

Price

 

 

Exercisable

 

 

Price

 

 

value

 

$1.57 - $14.99

 

 

143

 

 

 

8.26

 

 

$

2.62

 

 

 

68

 

 

$

2.94

 

 

$

25

 

$15.00 - $25.59

 

 

8

 

 

 

2.74

 

 

$

15.00

 

 

 

8

 

 

$

15.00

 

 

$

 

$25.60 - $143.99

 

 

2

 

 

 

3.35

 

 

$

41.81

 

 

 

2

 

 

$

41.81

 

 

$

 

$144.00 - $409.99

 

 

5

 

 

 

5.65

 

 

$

144.00

 

 

 

5

 

 

$

144.00

 

 

$

 

$410.00 - $924.00

 

 

1

 

 

 

4.19

 

 

$

430.64

 

 

 

1

 

 

$

430.64

 

 

$

 

$1.57 - $924.00

 

 

159

 

 

 

7.80

 

 

$

10.82

 

 

 

84

 

 

$

18.39

 

 

$

25

 

 

There were no stock options exercised during the years ended December 31, 2020 or 2019.  The intrinsic value of outstanding options at December 31, 2019 was $0.1 million.