Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock Options

The Company recognized $0.1 million and $0.4 million of compensation expense related to stock options during the three months ended March 31, 2021 and 2020, respectively,

On May 25, 2016, the Board of Directors approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). On May 21, 2018, the Board of Directors adopted, and the Company’s stockholders subsequently approved, an amendment and restatement of the 2016 Plan that increased the number of shares of Common Stock available for grant under such plan to 4,000,000 shares by adding 2,000,000 shares of Common Stock (the "Amended 2016 Plan"). The 4,000,000 shares of Common Stock available for issuance pursuant to the Amended 2016 Plan was reduced to 400,000 shares when the one-for-ten Reverse Stock Split effectuated on May 28, 2020. On July 15, 2020, the Board of Directors adopted and the Company’s stockholders approved an amendment of its existing 2016 Equity Incentive Plan (the "July 2020 Amendment"). The July 2020 Amendment increases the number of shares available to be granted under the 2016 Plan from 400,000 shares to 4,400,000 shares, plus any shares of its common stock that are represented by awards granted under its 1999 Director Plan and 2009 Equity Incentive Plan that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after May 25, 2016. Generally, shares of common stock reserved for awards under the 2016 Plan that lapse or are canceled will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The 2016 Plan provides that no participant may receive awards for more than 1,000,000 shares of common stock in any fiscal year.

As of March 31, 2021, there were 1,379,465 RSUs outstanding, 18,742 shares of common stock outstanding and 1,977,938 stock options under the 2016 Plan. As of December 31, 2020, there were 181 RSUs outstanding, 18,561 shares of common stock outstanding and 249,486 stock options outstanding under the 2016 Plan. As of March 31, 2021, there were a total of 1,329,630 options available under the 2016 plan after the July 2020 Amendment as discussed above and there were 4,430,447 options available under the Plan as of December 31, 2020.

In the interest of maintaining consistency with the Company's 2016 Equity Incentive Plan, on March 13, 2017, the Company entered into (i) an amendment to the option agreements governing each option grant currently outstanding under the Company's 2009 Equity Incentive Plan, and (ii) an amendment to the RSU, agreements governing each RSU grant currently outstanding under the 2009 Plan. The amendments provide for the automatic vesting upon a change of control of the Company of each option grant and RSU grant, as applicable, outstanding under the 2009 Plan. The amendments had a de minimis value to the holders as of March 31, 2021, and therefore no additional stock compensation expense was recognized related to the amendments.

During the three months ended March 31, 2021, a total of 1,754,120 stock-options were granted to officers, other employees and directors under the 2016 Plan. The stock options are eligible to vest on the third anniversary of the grant date based on the continued employment of the recipient and if certain performance requirements have been achieved. No compensation expense was recognized during the quarter ended March 31, 2021 for these performance-based stock options since it is not probable that the performance conditions or criteria will be met.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula that uses assumptions noted in the following table. Expected volatilities and risk-free interest rates are based upon the expected life of the grant.


	Three Months Ended March 31,
Assumptions	2021	2020
Expected dividends	—	—
Risk-free rate	0.19% - 0.22%	0.85%-1.60%
Expected volatility	165.43% - 166.02%	78.56% - 79.58%
Expected term (in years)	3.2 - 3.3 years	3.2 - 3.3 years

Expected volatility was calculated using the historical volatility of the Company's stock over the expected life of the options. The expected life of the options was estimated based on the Company's historical data. The risk free interest rate is based on U.S. Treasury yields for securities with terms approximating the terms of the grants. Forfeitures are recognized in the period they occur. The assumptions used in the Black-Scholes options valuation model are highly subjective, and can materially affect the resulting valuation.

A summary of option activity under the 1999 Director Stock Option Plan, 2009 Equity Incentive Plan, and the 2016 Equity Incentive Plan as of March 31, 2021 and changes during the period are presented below:


	Number of Options	Weighted Average Exercise Price
Outstanding as of January 1, 2021	507,295	$	18.31
Issued	1,754,120	0.82
Exercised	—	—
Forfeited	(2,932)	13.41
Expired	(29,836)	28.41
Outstanding as of March 31, 2021	2,228,647	$	4.42

Exercisable as of March 31, 2021	239,453	$	31.05

The following tables summarize information regarding options outstanding and exercisable at March 31, 2021:

Outstanding:


	Stock Options	Weighted Average		Weighted Average Remaining
Range of Exercise Prices	Outstanding	Exercise Price		Contractual Life
$0.00 - $7.80	2,052,118	$	1.22	9.69
$7.81 - $15.0	49,974	10.27		6.25
$15.1 - $55.0	60,950	26.47		6.83
$55.1 - $106.7	65,605	79.29		4.78
Total	2,228,647	$	4.42	9.39

Exercisable:


Range of Exercise Prices	Stock Options Exercisable	Weighted Average Exercise Price
$0.00 - $7.80	76,652	$	4.40
$7.81 - $15.0	46,852	10.36
$15.1 - $55.0	50,344	28.01
$55.1 - $106.7	65,605	79.29
Total	239,453	$	31.05

As of March 31, 2021, the intrinsic value of the options outstanding was none. As of March 31, 2021, there was $1.7 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the Plan. The costs will be recognized through July 2023.

Restricted Stock and RSUs

The Company periodically grants restricted stock and RSU awards to certain officers and other employees that typically vest one to four years from their grant date. The Company recognized $17.7 thousand and $57.1 thousand of compensation expense during the three months ended March 31, 2021 and 2020, respectively, related to restricted stock and RSU awards. Stock compensation expense is recognized over the vesting period of the restricted stock and RSUs. At March 31, 2021, the Company had approximately $1.2 million of total unrecognized compensation cost related to RSUs, all of which will be recognized through March 2025. The following table summarizes the number of unvested RSUs and their weighted average exercise price for the three months ended March 31, 2021.


	Number of RSUs	Weighted Average Grant Date Fair Value
Non-vested balance at January 1, 2021	23,686	$	2.59
Changes during the period:
Shares granted	1,379,465	0.82
Shares vested	(181)	35.30
Shares forfeited	—	—
Non-vested balance at March 31, 2021	1,402,970	$	0.85

•Represents shares granted not accounted for under the 2016 plan.