Equity Incentive Plan

9 Months Ended

Sep. 30, 2018

Share Based Compensation Option And Incentive Plan [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

9. Equity Incentive Plan

In 2005, the Company approved the 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the granting of options, restricted stock or other stock-based awards to employees, officers, directors, consultants and advisors. During 2010, the maximum number of shares of Common Stock that may be issued pursuant to the 2005 Plan was increased to 891,222 shares. The Board of Directors (the “Board”) is responsible for administration of the 2005 Plan. The Company’s Board determines the term of each option, the option exercise price, the number of shares for which each option is granted and the rate at which each option is exercisable. Incentive stock options may be granted to any officer or employee at an exercise price per share of not less than the fair value per common share on the date of the grant (not less than 110% of fair value in the case of holders of more than 10% of the Company’s voting stock) and with a term not to exceed ten years from the date of the grant (five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Nonqualified stock options may be granted to any officer, employee, consultant or director at an exercise price per share of not less than the par value per share.  Following adoption of the 2014 Equity Incentive Plan (the “2014 Plan”), no further grants were made under the 2005 Plan.

The Company’s Board adopted the 2014 Plan and the Employee Stock Purchase Plan (the “ESPP”) and the Company’s Stockholders approved the 2014 Plan and the ESPP Plan in February 2015. As of September 30, 2018, the maximum number of shares of Common Stock that may be issued pursuant to the 2014 Plan and the ESPP was 8,040,123 and 170,567 shares, respectively.

In January 2018, the number of shares of common stock issuable under the 2014 Plan automatically increased by 350,000 shares pursuant to the terms of the 2014 Plan. On July 10, 2018, an additional 6,000,000 Common Shares were reserved and available for issuance as an amendment under the Plan. These additional shares are included in the total of 8,040,123 shares issuable under the 2014 Plan.

The following is a summary of stock option activity for the nine months ended September 30, 2018: 

	Number of Options			Weighted- Average Exercise Price		Weighted-Average Contractual Life (In Years)
Outstanding at December 31, 2017		1,893,003		$	2.49		5.40
Granted		415,500			0.57		9.48
Forfeited		(23,489	)		1.06
Expired		(97,489	)		0.98
Outstanding at September 30, 2018		2,187,525		$	2.25		6.84
Exercisable at September 30, 2018		1,454,515		$	2.87		5.70
Vested and Expected to Vest at September 30, 2018		2,187,525		$	2.25		6.84

On February 28, 2018, the Board approved the grant of options to purchase 275,000 shares of its common stock to sixteen employees. On March 21, 2018, the Board approved the grant of options to purchase 500 shares of its common stock to one employee. On July 10, 2018, the Board approved the grant of options to purchase 120,000 shares of its common stock to one employee, two directors and three consultants. On July 27, 2018, the Board approved the grant of options to purchase 20,000 shares of its common stock to two consultants. All grants were pursuant to the 2014 Plan. In general, options granted under the 2014 Plan vest with respect to one-third of the underlying shares on the one-year anniversary of the grant date and the remainder ratably over a 24-month period.

For the nine months ended September 30, 2018 and 2017, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average assumptions:

	2018		2017
Risk-Free Interest Rate		1.82%		1.82%
Expected Life		8.01 years		7.28 years
Expected Volatility		158%		171%
Expected Dividend Yield		0%		0%

Using the Black-Scholes Option Pricing Model, the estimated weighted average fair value of an option to purchase one share of common stock granted during the nine months ended September 30, 2018 and 2017 was $0.57 and $1.46, respectively.

The following is a summary of restricted stock activity for the nine months ended September 30, 2018: 

	Number of Shares			Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Recognition Period
Outstanding at December 31, 2017		103,000		$	1.52
Awarded		1,890,000			0.57
Released		(54,101	)		1.52
Forfeited		(50,252	)		0.57
Outstanding at September 30, 2018		1,888,647		$	0.59		2.51

On July 10, 2018, the Board approved the grant of 1.89 million restricted shares of its common stock to fifteen employees, four directors and seven consultants.

The total stock-based compensation expense for employees and non-employees is included in the accompanying Condensed Consolidated Statements of Operations and as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Research and Development	$	85,106	$	57,544	$	192,081	$	165,538
General and Administrative		244,373		131,148		428,254		535,295
	$	329,479	$	188,692	$	620,335	$	700,833

The fair value of options granted for the nine months ended September 30, 2018 and September 30, 2017 was approximately $230,000 and $550,000, respectively. The fair value of restricted stock granted for the nine months ended September 30, 2018 and September 30, 2017 was approximately $1,077,000 and $158,000, respectively. As of September 30, 2018 and September 30, 2017, there was approximately $1,594,000 and $1,113,000 of total unrecognized compensation expense related to unvested stock-based compensation arrangements granted, which cost is expected to be recognized over a weighted-average period of 1.81 and 2.12 years, respectively. The aggregate intrinsic value of stock options outstanding and exercisable at September 30, 2018 and September 30, 2017 was approximately $0 and $242,000, respectively. The intrinsic value of stock options exercised during the nine months ended September 30, 2018 and September 30, 2017 was approximately $0 and $78,000, respectively.

At September 30, 2018, there were 4,275,079 shares available under the 2014 Plan and 117,090 shares available under the Company’s ESPP.