Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

v2.4.0.6
STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2012
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

5.  STOCK-BASED COMPENSATION

 

Accounting for Stock-Based Compensation

 

The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for non-performance based awards is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Evaluation of the probability of meeting performance targets is evaluated at the end of each reporting period. Non-employee stock-based compensation is accounted for in accordance with the guidance of FASB ASC Topic 505, Equity.  As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees.

 

The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants and stock-based compensation recorded in connection with stock options granted to non-employee consultants:

 

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
    Cumulative
Development
Stage Period
from
November 7,
2002 through
September 30,
 
    2012     2011     2012     2011     2012  
Employee and director stock option grants:                                        
Research and development   $ 78,627     $ 66,402     $ 234,816     $ 121,393     $ 723,374  
General and administrative     249,562       213,326       747,808       349,781       2,895,995  
      328,189       279,728       982,624       471,174       3,619,369  
Non-employee consultant stock option grants:                                        
Research and development     3,896       29,564       85,265       46,851       121,422  
General and administrative     4,351       88,778       92,022       137,631       273,993  
      8,247       118,342       177,287       184,482       395,415  
                                         
Total stock-based compensation   $ 336,436     $ 398,070     $ 1,159,911     $ 655,656     $ 4,014,784  

 

During 2011, the Company granted options to purchase 670,200 shares of common stock that vest based upon the achievement of performance-based milestones. As of September 30, 2012, options to purchase 167,550 of shares of common stock pursuant to these performance-based awards remain outstanding and options to purchase 502,650 shares of common stock pursuant to performance-based awards expired when the milestones were not achieved. No compensation expense has been recognized related to the performance-based awards as the Company does not believe that it is probable that the performance targets will be met.

 

The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated:

 

    Three and Nine
Months Ended
September 30,
2012
    Nine Months
Ended
September 30,
2011
 
Volatility     115 %     110 %
Risk-free interest rate     0.925 %     1.84% – 3.17 %
Expected life (years)     6.0       5.5 – 6.25  
Dividend     0 %     0 %
Weighted-average exercise price   $ 1.00     $ 1.45  
Weighted-average grant-date fair value   $ 0.85     $ 1.22  

 

The Company granted 24,000 stock options to employees during the three and nine months ended September 30, 2012 under the Company’s 2006 Stock Incentive Plan. The exercise price for the grants made during the three and nine months ended September 30, 2012 were equal to the market value of the Company’s common stock on the date of grant. There were no stock options granted in the three months ended September 30, 2011.

 

Stock Option Activity

 

A summary of stock option activity under stock option plans 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, 2011     4,827,638     $ 1.82                  
Granted                              
Outstanding at March 31, 2012     4,827,638     $ 1.82                  
Granted                              
Outstanding at June 30, 2012     4,827,638     $ 1.82                  
Granted     24,000     $ 1.00                  
Forfeited     (175,884 )   $ 1.36                  
Outstanding at September 30, 2012     4,675,754                          
                                 
Vested, September 30, 2012     1,954,046     $ 2.92       8.69     $ 252,062  
Unvested, September 30, 2012     2,721,708     $ 1.06       8.87     $ 620,198  
Exercisable at September 30, 2012     1,954,046     $ 2.92       8.69     $ 252,062  

 

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 September 30, 2012, there was $2,007,878 of total unrecognized compensation cost related to unvested stock-based compensation arrangements.  Of this total amount, the Company expects to recognize $332,937, $1,052,094, $512,204 and $110,643 during 2012, 2013, 2014 and 2015, respectively.  The Company expects 2,554,158 in unvested options, excluding performance-based awards, to vest in the future.  The weighted-average grant-date fair value of vested and unvested options outstanding at September 30, 2012 was $1.04 and $0.87, respectively.