Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

v2.4.0.8
STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
6. STOCK-BASED COMPENSATION
 
Accounting for Stock-Based Compensation
 
The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants and recorded in connection with stock options granted to non-employee consultants:
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee and director stock option grants:
 
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
$
47,274
 
$
106,774
 
$
110,701
 
$
212,612
 
General and administrative
 
 
176,581
 
 
264,243
 
 
360,965
 
 
576,282
 
Restructuring costs
 
 
47,853
 
 
 
 
47,853
 
 
 
 
 
 
271,708
 
 
371,017
 
 
519,519
 
 
788,894
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-employee consultant stock option grants:
 
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
1,982
 
 
3,311
 
 
16,697
 
 
4,322
 
General and administrative
 
 
 
 
3,565
 
 
 
 
10,575
 
 
 
 
1,982
 
 
6,876
 
 
16,697
 
 
14,897
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total stock-based compensation
 
$
273,690
 
$
377,893
 
$
536,216
 
$
803,791
 
 
In October 2013, the Company granted options to purchase 264,278 shares of common stock in connection with the appointment of its then Acting Chief Executive Officer, including options to purchase 96,278 shares of common stock at $15.00 per share (the “Anti-dilution Option”), exercisable as shares of the Company’s common stock are issued following the exercise of outstanding warrants to purchase up to 96,278 shares of the Company’s common stock, in the ratio of one option share for each 19 shares issued upon warrant exercise. No compensation expense was recognized related to these options as the Company was not able to conclude that the achievement of the performance condition was probable. On February 20, 2014, warrants to purchase 275,000 shares of common stock at an exercise price of $10.00 per share expired unexercised and as a result, the number of shares subject to the Anti-dilution Option was reduced by 14,474 shares, according to its terms.
 
Assumptions Used In Determining Fair Value
 
Valuation and amortization method. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model.  The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period).
 
Volatility. The Company estimates volatility based on an average of (1) the Company’s historical volatility since its common stock has been publicly traded and (2) review of volatility estimates of publicly held drug development companies with similar market capitalizations.
 
Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption.
 
Expected term. The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service.
 
Forfeitures.  The Company records stock-based compensation expense only for those awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. An annual forfeiture rate of 2% and 0% was applied to all unvested options for employees and directors, respectively for the six months ended June 30, 2014 and for the year ended December 31, 2013.  Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest.
 
The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated:
 
 
 
Six Months Ended
June 30, 2014
 
 
Six Months Ended
June 30, 2013
 
Volatility
 
 
108
%
 
 
109
%
Risk-free interest rate
 
 
1.76
%
 
 
0.92
%
Expected life (years)
 
 
6.0
 
 
 
6.0
 
Dividend
 
 
0
%
 
 
0
%
Weighted-average exercise price
 
$
7.40
 
 
$
14.80
 
Weighted-average grant-date fair value
 
$
6.20
 
 
$
12.20
 
 
Exercise prices for all grants made during the six months ended June 30, 2014 and 2013 were equal to the market value of the Company’s common stock on the date of grant.
 
Stock Option Activity
 
A summary of stock option activity is as follows:
 
 
 
Number of
Shares
Issuable Upon
Exercise of
Outstanding
Options
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contracted
Term in
Years
 
Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2013
 
634,658
 
$
18.20
 
 
 
 
 
 
Granted
 
20,000
 
$
7.40
 
 
 
 
 
 
Canceled
 
(20,521)
 
$
23.17
 
 
 
 
 
 
Forfeited
 
(14,474)
 
$
15.00
 
 
 
 
 
 
Outstanding at June 30, 2014
 
619,663
 
$
17.80
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vested, June 30, 2014
 
264,752
 
$
29.00
 
4.04
 
$
 
Unvested, June 30, 2014
 
354,911
 
$
9.20
 
9.26
 
$
 
Exercisable at June 30, 2014
 
264,752
 
$
29.00
 
4.04
 
$
 
 
The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options.  There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares.
  
As of June 30, 2014, there was approximately $1,869,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements.  Of this total amount, the Company expects to recognize approximately $1,096,000, $570,000, and $203,000 during 2014, 2015, and 2016, respectively. The Company expects 273,106 unvested options to vest in the future.  In addition, there are outstanding options to purchase 81,805 shares of common stock that vest upon the occurrence of future events. The Company was not able to conclude that the achievement of the performance condition is probable; therefore, the Company has not recognized any expense associated with the $418,000 fair value of these awards. Recognition of expense will begin when and if the Company determines that achievement of the performance condition is probable. The weighted-average grant-date fair value of vested and unvested options outstanding at June 30, 2014 was $16.66 and $5.98, respectively.