Quarterly report pursuant to sections 13 or 15(d)

Stock Based Compensation

v2.4.0.8
Stock Based Compensation
3 Months Ended
Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
Note 9 – Stock Based Compensation
 
Equity Incentive Plans
 
2013 Equity Incentive Plan
 
In December 2013 the Company’s board and stockholders approved the “2013 Equity Incentive Plan”, providing for the issuance of equity based instruments covering up to an initial total of 1,042,167 shares of common stock. The aggregate total shares which may be issued under the 2013 Equity Incentive Plan will increase as described below.
 
Effective on March 10, 2014 the Company’s board of directors and stockholders approved the First Amendment to the 2013 Equity Incentive Plan which provided for an increase in the aggregate number of shares of common stock that may be issued pursuant to the Plan to equal 18% of the total number of shares of common stock outstanding immediately following the completion of the IPO (assuming for this purpose) the issuance of all shares issuable under the Company’s equity plans, the conversion into common stock of all outstanding securities that are convertible by their terms into common stock and the exercise of all options and warrants exercisable for shares of common stock and including shares and warrants issued to the underwriters for such IPO upon exercise of its over-allotment options.
 
2014 Non-Employee Equity Compensation Plan
 
On March 6, 2014, the Company’s board of directors and stockholders approved the 2014 Non-Employee Equity Compensation Plan for the issuance of equity based instruments covering up to 250,000 shares of common stock to directors and other non-employees.
 
Option Valuation
 
The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term used for options issued to non-employees is the contractual life and the expected term used for options issued to employees is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. Since the Company’s stock has not been publicly traded for a sufficiently long period of time, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
 
Stock Options
 
Stock-based compensation expense related to stock options was $431,095, $0 and $447,243 for the three months ended March 31, 2014 and 2013, and for the period October 30, 2012 (inception) through March 31, 2014, respectively. For the three months ended March 31, 2014, stock-based compensation related to stock options of $143,767, $276,354 and $10,974 was reflected in research and development, general and administrative and marketing expenses, respectively, on the accompanying condensed statements of operations. For the period October 30, 2012 (inception) through March 31, 2014, stock-based compensation related to stock options of $143,767, $292,502 and $10,974 was reflected in research and development, general and administrative and marketing expenses, respectively, on the accompanying condensed statements of operations. As of March 31, 2014, the unamortized value of options held by employees was $3,705,601. As of March 31, 2014, the unamortized portion will be expensed over a weighted average period of 3.5 years.
 
On January 7, 2014, the Company’s board of directors granted to various employees and consultants from the 2013 Equity Incentive Plan, net of forfeitures through March 31, 2014, stock options to purchase an aggregate of 457,644 shares of our common stock at an exercise price of $2.49 per share and have a term of ten years. Included in these grants were  57,644 options to Michael Leabman, Chief Technical Officer pursuant to his employment contract, 80,201 options to Thomas Iwanski, Interim Chief Financial Officer, 80,201 options to George Holmes, Vice President of Sales and Marketing and 239,598 options to other employees. The option awards granted to Mr. Leabman vested 3/48ths on the date of grant, and will vest 1/48th monthly over the following 45 months. The option award granted to Mr. Iwanski and Mr. Holmes will cliff vest 25% of the award on October 1, 2014 and then will vest 1/48th of the initial award monthly for the following 36 months. Option awards granted to all other employees and consultants cliff vest 25% of the award on the later of the first anniversary of the date they started working for the Company or October 1, 2014 and then will vest 1/48th of the initial award monthly for the following 36 months. The options had an aggregate grant date fair value of $762,699 utilizing the Black-Scholes option pricing model.
 
On February 27, 2014, the Company granted non-qualified stock options for the purchase of 25,979 shares of the Company’s common stock each to two new independent directors of the Company as part of their compensation for serving on the Company’s board of directors. The options have an exercise price of $3.63 per share and have a term of ten years. The Options vest 25% on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. The options had an aggregate grant date fair value of $100,000 utilizing the Black-Scholes option pricing model.
 
On March 15, 2014 and March 20, 2014, the Company granted non-qualified stock options from the 2014 Non-Employee Equity Compensation Plan for the purchase of an aggregate of 34,781 shares of the Company’s common stock to two new independent directors of the Company as part of their compensation for serving on the Company’s board of directors. The options have a weighted average exercise price of $5.45 per share and have a term of ten years. The Options vest 25% on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. The options had an aggregate grant date fair value of $100,000 utilizing the Black-Scholes option pricing model.
 
On March 15, 2014, the Company’s board of directors granted to a single employee an option under the 2013 Equity Incentive Plan to purchase 80,201 shares of the Company’s common stock at an exercise price of $4.99.  The option award granted to the employee has a ten year term and cliff vests 25% of the award on the anniversary of the employee’s date of hire and then will vest 1/48th of the initial award monthly during the following 36 months. The option had a grant date fair value of $229,365 utilizing the Black-Scholes option pricing model.
 
On March 26, 2014, the Company’s board of directors granted to Mr. Rizzone, the Company’s Chief Executive Officer, an option under the 2013 Equity Incentive Plan to purchase 496,546 shares of the Company’s common stock, at a price of $6.00 per share, with a term of ten years and which vests 6/48 of the award on the grant date and 1/48 of the award on the last day of each of the subsequent 42 months. The option had a grant date fair value of $1,667,784 utilizing the Black-Scholes option pricing model.
 
On March 26, 2014, the Company’s board of directors granted to Michael Leabman, Chief Technical Officer pursuant to his employment contract a stock option under the 2013 Equity Incentive Plan to purchase 251,474 shares of the Company’s common stock at an exercise price of $6.00.  The option award granted to Mr. Leabman has a ten year term and vests 6/48th of the award on the grant date and 1/48th of the award on the last day of each of the subsequent 42 months. The option had a grant date fair value of $844,643 utilizing the Black-Scholes option pricing model.
 
On March 26, 2014, the Company’s board of directors granted to Mr. Holmes a stock option under the 2013 Equity Incentive Plan to purchase 89,672 shares of the Company’s common stock at an exercise price of $6.00.  The option award granted to the consultant has a ten year term and vests 25% of the award on September 30, 2014 and 1/48th of the award on the last day of each of the subsequent 36 months. The option had a grant date fair value of $303,869 utilizing the Black-Scholes option pricing model.
 
The Company estimated the fair value of stock options awarded during the three months ended March 31, 2014 using the Black-Scholes option pricing model. The fair values of stock options granted were estimated using the following assumptions:
 
 
 
Option Grants
Awarded During the
Three Months
Ended March 31,
2014
 
Stock Price
 
 
$2.49 to $6.00
 
Dividend Yield
 
 
0
%
Expected Volatility
 
 
60
%
Risk-free interest rate
 
 
1.30% to 2.03
%
Expected Life
 
 
3.75 to 6.25 years
 
 
Stock Option Award Activity
 
The following is a summary of the Company’s stock option activity during the three months ended March 31, 2014:
 
 
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Grant Date
Fair Value
 
Weighted
Average
Remaining
Life In
Years
 
Intrinsic
Value
 
Outstanding, January 1, 2014
 
 
275,689
 
$
1.68
 
$
-
 
 
-
 
$
-
 
Granted
 
 
1,542,477
 
 
4.63
 
 
2.60
 
 
-
 
 
-
 
Exercised
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Forfeited
 
 
(80,201)
 
 
2.49
 
 
1.42
 
 
-
 
 
-
 
Outstanding March 31, 2014
 
 
1,737,965
 
$
4.26
 
$
2.24
 
 
9.8
 
$
18,227,847
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable, January 1, 2014
 
 
17,231
 
$
1.68
 
$
-
 
 
-
 
$
-
 
Vested
 
 
139,623
 
 
5.03
 
 
-
 
 
-
 
 
-
 
Exercised
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Forfeited
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Exercisable, March 31, 2014
 
 
156,854
 
$
4.66
 
$
3.00
 
 
9.8
 
$
1,582,224
 
 
The following table presents information related to stock options outstanding and exercisable at March 31, 2014:
 
Options Outstanding
 
Options Exercisable
 
Exercise Price
 
Outstanding
Number of
Options
 
Weighted Average
Remaining Life In
Years
 
Exercisable Number of
Options
 
$
1.68
 
 
275,689
 
 
9.7
 
 
34,461
 
 
2.49
 
 
457,644
 
 
9.8
 
 
7,206
 
 
3.63
 
 
51,958
 
 
9.9
 
 
12,990
 
 
4.99
 
 
99,214
 
 
10.0
 
 
4,753
 
 
6.00
 
 
853,460
 
 
9.9
 
 
97,444
 
 
 
 
 
1,737,965
 
 
9.8
 
 
156,854
 
 
Stock-based compensation consists of the following:
 
 
 
For the Three
Months Ended
March 31, 2014
 
For the Three
Months Ended
March 31, 2013
 
For the Period
October 30, 2012
(inception) through
March 31, 2014
 
Stock options
 
$
431,095
 
$
-
 
$
447,243
 
Warrants
 
 
61,028
 
 
-
 
 
61,028
 
Total
 
$
492,193
 
$
-
 
$
508,271