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Share-Based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

9. Share-Based Compensation

 

Incentive Stock Units

 

Prior to the Reorganization, the Company’s operating agreement, as amended and restated, provided for the granting of incentive units to officers, directors, employees, consultants and advisors. Under the terms of the incentive unit grant agreements, such incentive units were subject to a vesting schedule, with 25% of the incentive units vesting following one year of continued employment or service and the balance vesting in equal monthly installments for 36 months beginning on the one-year anniversary of the holder’s employment or service with the Company. Holders of incentive units were entitled to receive distributions in proportion to their ownership percent interest, when and if distributed, that were in excess of the strike price of the award set by the board of directors on the date of grant. The Company determined that the underlying terms of the incentive units and the intended purpose of the awards were more akin to an equity-based compensation award than a performance bonus or profit-sharing arrangement and, therefore, the incentive units were equity-classified awards.

 

The total number of incentive units that could have been issued under the Company’s operating agreement was 573,156 as of December 31, 2016, of which 159,890 units remained available for future issuance as of December 31, 2016. Upon the Reorganization on June 30, 2017 (see Note 1), the Company could no longer issue incentive units. In addition, in June 2017, in connection with the Reorganization, the Company cancelled the then-outstanding 402,857 incentive units. As of December 31, 2017, all of the incentive units were cancelled; however, the Company will continue to recognize compensation costs related to these awards (see below).

  

2017 Stock Incentive Plan

 

On June 28, 2017, the Company’s stockholders approved the 2017 Stock Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock grants and stock-based awards. The 2017 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of stock option may not be greater than ten years. The number of shares initially reserved for issuance under the 2017 Plan was 1,785,416 shares of common stock. The shares of common stock underlying any awards that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2017 Plan will be added back to the shares of common stock available for issuance under the 2017 Plan.

      

In July 2017, the Company additionally granted options for the purchase of 1,154,989 shares of common stock at an exercise price of $5.90 per share under the 2017 Plan. The options vest over four years and the fair value of these option grants was $3.96 per share.

 

In July 2017, previous holders of the cancelled incentive units who were still employed by the Company at the time of the Reorganization received stock options under the 2017 Stock Incentive Plan (described below). Such stock options were granted for the same number of shares of common stock as the number of incentive units cancelled, and the stock options were granted on the same vesting terms as the incentive units. All such stock options have an exercise price of $5.90 per share. The Company accounted for the cancellation of the incentive units and the issuance of new awards as a modification of the awards for accounting purposes in the three months ended September 30, 2017. Unrecognized compensation expense related to the original award is being recognized over the remaining service period of the modified award. The incremental fair value of the replacement options, based on the positive difference between the fair value of the modified award and the fair value of the original award immediately before it was modified was not material.

 

On October 18, 2017, the Company’s stockholders approved an amendment to the 2017 Plan, which became effective upon the completion of the Company’s IPO, to increase the total number of shares reserved for issuance under the 2017 Plan from 1,785,416 to 2,696,401. Additionally, the number of shares of common stock that may be issued under the 2017 Plan will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the lowest of (i) 607,324 shares of common stock, (ii) 4% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors or compensation committee. As of December 31, 2019, there were 329,457 shares remaining available to be issued under the 2017 Plan.

 

2019 Equity Incentive Plan

 

On March 11, 2019, the Company adopted the 2019 Inducement Equity Incentive Plan (the “2019 Inducement Plan”) to reserve 331,500 shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with Spero within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2019 Inducement Plan are substantially similar to those of the 2017 Plan. As of December 31, 2019, there were 160,200 shares remaining available to be issued under the 2019 Inducement Plan.

 

As of December 31, 2019, a total of 3,635,225 shares have been authorized and reserved for issuance under all equity plans and 489,657 shares were available for future issuance under such plans. 

 

The following table summarizes stock option activity for all of our plans during 2019:

 

 

 

2017 Plan

 

 

2019

Inducement

Plan

 

 

Total Number

of Stock Options

 

Outstanding as of December 31, 2018

 

 

2,297,810

 

 

 

 

 

 

2,297,810

 

Granted

 

 

870,434

 

 

 

171,300

 

 

 

1,041,734

 

Exercised

 

 

(78,610

)

 

 

 

 

 

(78,610

)

Forfeited or cancelled

 

 

(291,506

)

 

 

 

 

 

(291,506

)

Outstanding as of December 31, 2019

 

 

2,798,128

 

 

 

171,300

 

 

 

2,969,428

 

 

During 2019, the Company also granted 100,000 options and 50,000 restricted stock units (“RSUs”) containing the same performance-based vesting criteria. The 100,000 options are included in the table above but the 50,000 RSU’s are excluded from the table.  These options and RSUs (the “Performance Awards”) are subject to performance-based vesting eligibility and a subsequent partial time-based vesting schedule. Specifically, the Performance Awards are eligible for vesting based on the achievement of performance criteria, each representing a 25% vesting opportunity if achieved within a specified time during the performance period (the “Performance Period”), and relating to (i) the release of tebipenem HBr top-line data; (ii) FDA acceptance of a tebipenem HBr New Drug Application; (iii) non-dilutive financing; and (iv) equity financing. Following the Performance Period, Performance Awards determined to be eligible for vesting as a result of achievement of the performance criteria will vest as follows: (a) 50% of the eligible award will vest immediately, and (b) the remaining eligible award will vest (i) in the case of options, in equal monthly instalments ending two years after the Performance Period expiration, and (ii) in the case of RSUs, on such two year anniversary. No compensation expense was recognized in 2019 associated with performance-based awards as the performance condition is not yet probable of achievement. Recognition of stock-based compensation expense associated with these performance-based stock options and RSUs will commence when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones.

 

Stock Option Valuation

 

The fair value of stock options is estimated using the Black-Scholes option-pricing model. The Company does not have sufficient company-specific historical and implied volatility information and it therefore estimates its expected share volatility based on the historical volatility of a set of publicly traded peer companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The Company has estimated the expected term of the Company’s stock option awards utilizing the “simplified” method for awards that qualify as “plain-vanilla.” The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

 

The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of stock option awards granted to employees and directors were as follows, presented on a weighted average basis:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Risk-free interest rate

 

 

2.4

%

 

 

2.7

%

Expected term (in years)

 

 

6.3

 

 

 

6.3

 

Expected volatility

 

 

75.2

%

 

 

74.1

%

Expected dividend yield

 

 

0.0

%

 

 

0.0

%

 

 

The following table summarizes details regarding stock options granted under our equity incentive plans for the year ended December 31, 2019:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Contractual

Term

 

 

Aggregate

Intrinsic

Value

 

 

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Outstanding as of December 31, 2018

 

 

2,297,810

 

 

$

8.03

 

 

 

8.77

 

 

$

354

 

Granted

 

 

1,041,734

 

 

 

8.25

 

 

 

 

 

 

 

Exercised

 

 

(78,610

)

 

 

6.46

 

 

 

 

 

 

 

Forfeited or cancelled

 

 

(291,506

)

 

 

8.21

 

 

 

 

 

 

 

Outstanding as of December 31, 2019

 

 

2,969,428

 

 

$

8.13

 

 

7.94

 

 

$

6,689

 

Outstanding as of December 31, 2019 - vested and expected to vest

 

 

2,969,428

 

 

$

8.13

 

 

7.94

 

 

$

6,689

 

Exercisable at December 31, 2019

 

 

1,339,002

 

 

$

7.56

 

 

7.08

 

 

$

3,566

 

 

 

The weighted average grant-date fair value of stock options granted during the year ended December 31, 2019 was $5.62 per share. The weighted average grant-date fair value of awards granted during the years ended December 31, 2018 was $7.63 per share. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2019 and 2018 was approximately $0.4 million and $0.3 million, respectively. The Company satisfies stock option exercises with newly issued shares of its common stock.

 

As of December 31, 2019, total unrecognized compensation cost related to unvested stock option grants was approximately $7.7 million. This amount is expected to be recognized over a weighted average period of approximately 2.5 years.

 

The Company recorded share-based compensation expense, for both incentive units and stock options in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Research and development expenses

 

$

1,580

 

 

$

1,072

 

General and administrative expenses

 

 

2,196

 

 

 

1,677

 

Total

 

$

3,776

 

 

$

2,749