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Stock-Based Awards (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Based Compensation Expense

The following table summarizes consolidated stock-based compensation expense, including equity awards by privately-held consolidated subsidiaries, related to stock options and other equity awards for the years ended December 31, 2018 and 2017, which was allocated as follows (in thousands):

	Year Ended December 31,
	2018			2017
Research and development	$	785		$	932
General and administrative		4,617			3,000
Total stock-based compensation expense	$	5,402		$	3,932

Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options

using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Year Ended December 31,
	2018			2017
Expected life (in years)		5.56			5.55
Risk-free interest rates		2.76%			1.83%
Volatility		56.07%			58.76%
Dividend yield		-%			-%

Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity

A summary of the 2012 Plan activity and other stock option awards granted outside of the 2012 Plan related information is as follows (in thousands except weighted average exercise price):

		Shares Available for Grant				Number of Options Outstanding				Number of RSUs Outstanding				Weighted Average Exercise Price
January 1, 2017			2,894				6,958				100			$	3.60
Increase to option pool			6,000				-
Temporary restriction by Board on available pool ⁽¹⁾			(5,000)				-
Granted under 2012 Plan			(1,954)				1,954								3.04
Exercised			-				(9)								2.66
Forfeited/cancelled/expired under 2012 Plan			545				(860)								4.43
RSU vesting			-				-				(38)
December 31, 2017			2,485				8,043				62			$	3.38
Board mandated restriction restored ⁽¹⁾			5,000				-
Exchange of options with Cell Cure ⁽²⁾			(866)				866								2.16
Restricted stock units granted ⁽³⁾			(1,586)				-				793				n/a
Inducement option grant ⁽⁴⁾			-				1,500								2.31
Granted under 2012 Plan			(1,559)				1,559								2.84
Forfeited/cancelled/expired under 2012 Plan			731				(750)								3.33
Adjustment due to the AgeX Distribution ⁽⁵⁾			(2,294)				2,294								n/a
Adjustment to inducement options due to the AgeX Distribution ⁽⁵⁾			-				355
Adjustment to restricted stock units due to the AgeX Distribution ⁽⁵⁾			(272)								136				n/a
Restricted stock units vested			-								(466)				n/a
Restricted stock units expired unvested			246								(123)				n/a
December 31, 2018			1,885				13,867				402			$	2.44

The disclosures below regarding share-based awards that were granted on or before November 28, 2018 are before the applicable adjustments made to such awards to maintain intrinsic value before and after the AgeX Distribution, as discussed above.

⁽¹⁾On October 13, 2017, BioTime’s Board of Directors determined to temporarily set a 5.0 million total share limit on shares available for the grant of share-based awards pursuant to the 2012 Plan. As of December 31, 2017, the total 2.5 million shares available for grant was net of this 5.0 million share restriction. On May 4, 2018, BioTime’s Board of Directors removed this restriction, thereby increasing shares available for the grant of share-based awards pursuant to the 2012 Plan.

⁽²⁾On July 9, 2018, BioTime’s Board of Directors terminated the Cell Cure Equity Incentive Plan (the “Cell Cure Plan”), under which Cell Cure employees and certain consultants (“Cell Cure Option Holders”) held outstanding options to purchase shares of common stock in Cell Cure, and BioTime granted the Cell Cure Option Holders BioTime options of equivalent value under the 2012 Plan in exchange for their Cell Cure options (the “BioTime Exchange”). The BioTime Exchange resulted in 866,000 grants of BioTime stock options under the 2012 Plan, all issued with an exercise price of $2.16 per share to the Cell Cure Option Holders, based on BioTime’s closing stock price on July 9, 2018. Of the total options granted under the BioTime Exchange, 275,000 are subject to continued service-based vesting from the original terms under the Cell Cure Plan, and 591,000 were immediately vested on the exchange date to reflect the fact that the Cell Cure Options Holders held prior to the exchange were already vested. Equivalent value of the BioTime Exchange was determined using the Black-Scholes option pricing model. The BioTime Exchange was accounted for as a modification under ASC 718, and BioTime recorded a noncash stock-based compensation expense of $298,000 for the year ended December 31, 2018 included in consolidated stock-based compensation expense.

⁽³⁾On May 24, 2018 and August 10, 2018, BioTime granted 485,000 and 8,000 RSUs, respectively, to employees. The RSUs vest in increments upon the attainment of specified performance conditions, as determined by BioTime’s Board of Directors, including the completion of the AgeX Distribution and certain clinical milestones in the development of OpRegen^® and Renevia^®. Stock-based compensation expense for these performance-based RSUs is recognized when it is probable that the respective milestone will be achieved, as determined by BioTime’s Board of Directors. On October 4, 2018, BioTime’s Board of Directors determined that BioTime had achieved the AgeX Distribution performance condition and as a result 25%, or 123,250, of the RSUs granted in May and August 2018 vested. On December 18, 2018, BioTime’s Board of Directors determined that BioTime had achieved other milestones related to the RSUs and as a result an additional 50%, or 246,500, of the RSUs granted in May and August 2018 vested. The remaining 25%, or 123,250 RSUs, expired unvested on December 31, 2018.

On September 17, 2018, BioTime granted BioTime’s new President and Chief Executive Officer, Brian M. Culley, two RSU awards under the 2012 Plan: (1) an award of 200,000 restricted stock units (“RSU Award No. 1”) and (2) an award of 100,000 restricted stock units (“RSU Award No. 2” and together with RSU Award No. 1, the “RSU Awards”). Subject to Mr. Culley’s continued service with BioTime, 25% of the shares subject to RSU Award No. 1 will vest on the first anniversary of the date of grant, and the balance of the shares subject to RSU Award No. 1 will vest in 12 equal quarterly installments at the end of each quarter thereafter. RSU Award No. 2 vested in full on January 1, 2019.

⁽⁴⁾On September 17, 2018 (the “Start Date”), Brian M. Culley became President and Chief Executive Officer of BioTime. In connection with Mr. Culley’s employment, BioTime granted Mr. Culley an inducement option to purchase 1,500,000 of BioTime’s common shares (the “Culley Option”). The exercise price of the Culley Option is $2.31 per share, which was the closing stock price on September 17, 2018. This grant was made outside of the 2012 Plan and was approved by the independent members of the Board of Directors. Subject to Mr. Culley’s continued service with BioTime on the applicable vesting date, the Culley Option will vest and become exercisable with respect to 25% of the shares on the first anniversary of the Start Date, and the balance of the Culley Option will vest and become exercisable in 36 equal monthly installments thereafter.

⁽⁵⁾Reflects the equitable adjustment to the exercise prices and number of outstanding stock options, and to restricted stock units, necessary to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution.

Schedule of Options Outstanding and Exercisable Range of Exercise Prices

As of December 31, 2018, additional information regarding options outstanding under the 2012 Plan and options outstanding outside of the 2012 Plan, is as follows (in thousands except exercise prices and weighted average exercise price):

		Options Outstanding												Options Exercisable
Range of Exercise Prices ⁽¹⁾		Number Outstanding ⁽¹⁾				Weighted Average Remaining Contractual Life (years)				Weighted Average Exercise Price⁽¹⁾				Number Exercisable⁽¹⁾				Weighted Average Exercise Price⁽¹⁾
$1.67 - $3.20			12,803				7.12			$	2.38				6,810			$	2.56
$3.25 - $4.01			1,064				2.33			$	3.46				1,046			$	3.42
$2.04 - $6.94			13,867				6.75			$	2.44				7,856			$	2.67

⁽¹⁾After adjustment to the applicable exercise prices, number of outstanding and exercisable stock options necessary to maintain the intrinsic value of those awards immediately prior to and following the AgeX Distribution.