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STOCKHOLDERS' EQUITY | 12 Months Ended
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Dec. 31, 2014
STOCKHOLDERS' EQUITY |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS' EQUITY Public Offering On February 4, 2014, we completed an underwritten public offering of 25,875,000 shares of our common stock at a public offering price of $4.00 per share, resulting in net cash proceeds of approximately $96,805,000 after deducting the underwriting discount and offering expenses payable by us. Warrants As of December 31, 2014, the following warrants to purchase our common stock were outstanding and classified as equity:
Issuance Date |  | Exercise Price |  | Number of Shares |  | Exercisable Date |  | Expiration Date
August 2011(1) |  | $ | 3.98 |  |  | 537,893 |  | August 2011 |  | August 2021
April 2005 |  | $ | 3.75 |  |  | 470,000 |  | April 2005 |  | April 2015
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|  |  |  |  |  | 1,007,893 |  |  |  |
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(1) | In connection with each disbursement under the loan agreement with CIRM, we were obligated to issue to CIRM a warrant to purchase Geron common stock. Such warrants and the underlying common stock were unregistered. We have no further obligations to issue any additional warrants to CIRM. In December 2014, CIRM exercised a warrant to purchase 461,382 shares of our common stock utilizing the net exercise provision in the warrant resulting in the issuance of 168,039 shares of our common stock.
Equity Plans 2002 Equity Incentive Plan The 2002 Equity Incentive Plan, or 2002 Plan, expired in May 2012. Upon the adoption of the 2011 Incentive Award Plan in May 2011 (see below), no further grants of options or stock purchase rights were made from the 2002 Plan. Options granted under the 2002 Plan expire no later than ten years from the date of grant. Option exercise prices were equal to 100% of the fair market value of the underlying common stock on the date of grant. Service-based stock options under the 2002 Plan generally vested over a period of four years from the date of the option grant. Other stock awards (restricted stock awards and restricted stock units) had variable vesting schedules which were determined by our board of directors on the date of grant. 2011 Incentive Award Plan In May 2011, our stockholders approved the adoption of the 2011 Incentive Award Plan, or 2011 Plan. Our board of directors administers the 2011 Plan. The 2011 Plan provides for grants to employees (including officers and employee directors) of either incentive stock or nonstatutory stock options and stock purchase rights to employees (including officers and employee directors) and consultants (including non-employee directors). As of December 31, 2014, an aggregate of 13,384,883 shares of our common stock were available for future grants of equity awards under the 2011 Plan. Pursuant to the terms of the 2011 Plan, any shares subject to outstanding stock options originally granted under the 2002 Plan or 1996 Directors' Stock Option Plan, or outstanding unvested restricted stock awards originally granted under the 2002 Plan, that expire or terminate for any reason prior to exercise or settlement or are forfeited because of the failure to meet a contingency or condition required to vest such shares shall become available for issuance under the 2011 Plan. Options granted under the 2011 Plan expire no later than ten years from the date of grant. Option exercise prices shall be equal to 100% of the fair market value of the underlying common stock on the date of grant. If, at the time we grant an option, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the option price shall be at least 110% of the fair market value of the underlying common stock and shall not be exercisable more than five years after the date of grant. We grant service-based stock options to employees under our 2011 Plan that generally vest over a period of four years from the date of the option grant. Other stock awards (restricted stock awards and restricted stock units) have variable vesting schedules as determined by our board of directors on the date of grant. Under certain circumstances, options may be exercised prior to vesting, subject to our right to repurchase shares subject to such option at the exercise price paid per share. Our repurchase rights would generally terminate on a vesting schedule identical to the vesting schedule of the exercised option. During 2014, we have not repurchased any shares under the 2011 Plan. As of December 31, 2014, we have no shares outstanding subject to repurchase. Our Non-Employee Director Compensation Policy adopted by our board of directors in March 2014 provides for the automatic grant of the following types of equity awards under the 2011 Plan: First Director Option. Each person who becomes a non-employee director, whether by election by our stockholders or by appointment by our board of directors to fill a vacancy, will automatically be granted an option to purchase 70,000 shares of common stock on the date such person first becomes a non-employee director, or First Director Option. The First Director Option shall vest annually over three years upon each anniversary date of appointment to our board of directors. Subsequent Director Option. Each non-employee director (other than any director receiving a First Director Option on the date of the annual meeting) will automatically be granted a subsequent option to purchase 35,000 shares of common stock, a Subsequent Director Option, on the date of the annual meeting of stockholders in each year during such director's service on our board of directors. The Subsequent Director Option vests one year from the date of grant. 1996 Directors' Stock Option Plan The 1996 Directors' Stock Option Plan, or 1996 Directors Plan, expired in July 2006 upon which no further option grants were made from the 1996 Directors Plan. The options granted under the 1996 Directors Plan were nonstatutory stock options and expire no later than ten years from the date of grant. The option exercise price was equal to the fair market value of the underlying common stock on the date of grant. Options to purchase shares of common stock generally were 100% vested upon grant, except for options granted upon first appointment to the board of directors. These initial options vested annually over three years upon each anniversary date of appointment to the board of directors. 2006 Directors' Stock Option Plan The 2006 Directors' Stock Option Plan, or 2006 Directors Plan, was terminated by our board of directors and replaced by the 2011 Plan in March 2014. No further grants of options were made from the 2006 Directors Plan upon the 2006 Directors Plan's termination. All outstanding awards granted under the 2006 Directors Plan remain subject to the terms of the 2006 Directors Plan and the individual grants made thereunder. The options granted under the 2006 Directors Plan were nonstatutory stock options, and they expire no later than ten years from the date of grant. The option exercise price was equal to the fair market value of the underlying common stock on the date of grant. The First Director Option granted to non-employee members of the board of directors under the 2006 Directors Plan vested annually over three years upon each anniversary date of appointment to the board of directors. The Subsequent Director Option granted to non-employee members of the board of directors on the date of the annual meeting of stockholders in each year during such director's service on our board of directors under the 2006 Directors Plan vested one year from the date of grant. Aggregate option and award activity for the 2002 Plan, 2011 Plan, 1996 Directors Plan and 2006 Directors Plan is as follows:
|  |  |  | Outstanding Options |
|  | Shares Available For Grant |  | Number of Shares |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Life (In years) |  | Aggregate Intrinsic Value (In thousands) |
Balance at December 31, 2013 |  |  | 16,207,250 |  |  | 15,576,216 |  | $ | 3.04 |  |  |  |  | $ | 33,798 |
Options granted |  |  | (5,658,931 | ) |  | 5,658,931 |  | $ | 4.85 |  |  |  |  |  |  |
Awards granted |  |  | (59,330 | ) |  | — |  | $ | — |  |  |  |  |  |  |
Options exercised |  |  | — |  |  | (662,626 | ) | $ | 1.94 |  |  |  |  |  |  |
Options cancelled/forfeited |  |  | 3,613,577 |  |  | (3,613,577 | ) | $ | 5.48 |  |  |  |  |  |  |
Awards cancelled/forfeited |  |  | 142,375 |  |  | — |  | $ | — |  |  |  |  |  |  |
2006 Directors Plan termination |  |  | (860,058 | ) |  | — |  | $ | — |  |  |  |  |  |  |
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Balance at December 31, 2014 |  |  | 13,384,883 |  |  | 16,958,944 |  | $ | 3.16 |  |  | 7.38 |  | $ | 16,038 |
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Options exercisable at December 31, 2014 |  |  |  |  |  | 9,129,576 |  | $ | 3.12 |  |  | 6.47 |  | $ | 9,231 |
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Options fully vested and expected to vest at December 31, 2014 |  |  |  |  |  | 16,225,022 |  | $ | 3.14 |  |  | 7.32 |  | $ | 15,546 |
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The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on Geron's closing stock price of $3.25 per share as of December 31, 2014, which would have been received by the option holders had all the option holders exercised their options as of that date. There were no options granted with an exercise price below or greater than fair market value of our common stock on the date of grant in 2014, 2013 or 2012. As of December 31, 2014, 2013 and 2012, there were 9,129,576, 8,144,040 and 10,410,194 exercisable options outstanding at weighted average exercise prices per share of $3.12, $4.26 and $5.49, respectively. The total pretax intrinsic value of stock options exercised during 2014, 2013 and 2012 was $989,000, $2,787,000 and $100, respectively. Cash received from the exercise of options in 2014, 2013 and 2012 totaled approximately $1,286,000, $6,567,000 and $1,000, respectively. No income tax benefit was realized from stock options exercised in 2014 since we reported an operating loss. Information about stock options outstanding as of December 31, 2014 is as follows:
|  | Options Outstanding |
Exercise Price Range |  | Number of Shares |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Life (In years) |
$1.10 - $1.50 |  |  | 4,284,937 |  | $ | 1.42 |  |  | 7.41 |
$1.51 - $2.14 |  |  | 4,278,382 |  | $ | 1.64 |  |  | 7.84 |
$2.16 - $5.01 |  |  | 5,376,639 |  | $ | 4.29 |  |  | 7.91 |
$5.05 - $9.32 |  |  | 3,018,986 |  | $ | 5.80 |  |  | 5.72 |
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$1.10 - $9.32 |  |  | 16,958,944 |  | $ | 3.16 |  |  | 7.38 |
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Aggregate restricted stock activity for the 2002 Plan, 2011 Plan and 2006 Directors Plan is as follows:
|  | Number of Shares |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Contractual Term (In years) |
Non-vested restricted stock at December 31, 2013 |  |  | 409,437 |  | $ | 4.84 |  |  | 0.82 |
Granted |  |  | 59,330 |  | $ | 2.67 |  |  |  |
Vested |  |  | (265,422 | ) | $ | 4.47 |  |  |  |
Cancelled/forfeited |  |  | (142,375 | ) | $ | 4.66 |  |  |  |
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Non-vested restricted stock at December 31, 2014 |  |  | 60,970 |  | $ | 4.73 |  |  | 0.37 |
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The total fair value of restricted stock that vested during 2014, 2013 and 2012 was $782,000, $252,000 and $936,000, respectively. Employee Stock Purchase Plan In March 2014, our board of directors adopted the 2014 Employee Stock Purchase Plan, or 2014 Purchase Plan. The 2014 Purchase Plan was approved by our stockholders in May 2014. The 2014 Purchase Plan replaced the 1996 Employee Stock Purchase Plan, or 1996 Purchase Plan, which was terminated effective as of the date the 2014 Purchase Plan was approved by our stockholders. However, outstanding purchase rights granted under the 1996 Purchase Plan prior to its termination remained subject to the terms of the 1996 Purchase Plan. A total of 968,829 shares of our common stock were issued under the 1996 Purchase Plan since its adoption in July 1996 and reserves of 231,171 shares of our common stock for future issuance under the 1996 Purchase Plan were cancelled as of the date of termination and became available for future issuance for other corporate purposes. Under the 2014 Purchase Plan, we are authorized to sell to eligible employees up to an aggregate of 1,000,000 shares of Geron common stock. As of December 31, 2014, 24,375 shares of our common stock have been issued under the 2014 Purchase Plan since its adoption. Under the terms of the 2014 Purchase Plan, employees can choose to have up to 10% of their annual salary withheld to purchase our common stock. An employee may not make additional payments into such account or increase the withholding percentage during the offering period. The 2014 Purchase Plan is comprised of a series of offering periods, each with a maximum duration (not to exceed 12 months) with new offering periods commencing on January 1st and July 1st of each year. The date an employee enters the offering period will be designated as the entry date for purposes of that offering period. An employee may only participate in one offering period at a time. Each offering period consists of two consecutive purchase periods of six months' duration, with the last day of such period designated a purchase date. The purchase price per share at which common stock is purchased by the employee on each purchase date within the offering period is equal to 85% of the lower of (i) the fair market value per share of Geron's common stock on the employee's entry date into that offering period or (ii) the fair market value per share of Geron's common stock on the purchase date. If the fair market value of Geron's common stock on the purchase date is less than the fair market value at the beginning of the offering period, a new 12 month offering period will automatically begin on the first business day following the purchase date with a new fair market value. Stock-Based Compensation for Employees and Directors We measure and recognize compensation expense for all share-based payment awards made to employees and directors, including employee stock options, restricted stock awards and employee stock purchases, based on grant-date fair values for these instruments. We grant service-based stock options and restricted stock awards under our equity plans to employees, directors and consultants. The vesting period for employee options is generally four years. We use the Black Scholes option-pricing model to estimate the grant-date fair value of our stock options and employee stock purchases. The fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. In the past, our board of directors has awarded to our employees and directors performance-based restricted stock awards and market-based restricted stock awards. We have not recognized any stock-based compensation expense for performance-based restricted stock awards in our consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012 as the achievement of the specified performance criteria was not considered probable during that time. All of these awards have been cancelled unvested as the performance conditions were not achieved within the respective performance periods. The fair value for market-based restricted stock awards was determined using a lattice valuation model with a Monte Carlo simulation. All previously granted market-based restricted stock awards have been cancelled unvested as the market conditions were not achieved within the specified performance period. As stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period. Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes the stock-based compensation expense related to stock options, restricted stock awards and employee stock purchases for the years ended December 31, 2014, 2013 and 2012 which was allocated as follows:
|  | Year Ended December 31, |
(In thousands) |  | 2014 |  | 2013 |  | 2012 |
Research and development |  | $ | 2,545 |  | $ | 1,741 |  | $ | 2,336 |
Restructuring charges |  |  | — |  |  | 28 |  |  | 107 |
General and administrative |  |  | 5,113 |  |  | 2,666 |  |  | 2,868 |
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Stock-based compensation expense included in operating expenses |  | $ | 7,658 |  | $ | 4,435 |  | $ | 5,311 |
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Modifications to the post-termination exercise period of outstanding options held by certain members of our executive management team resulted in additional stock-based compensation expense of $205,000 for the year ended December 31, 2013 and have been reflected in the above table. In addition, stock-based compensation expense has been recognized for the modification of the post-termination exercise period for certain stock options previously granted to employees affected by the April 2013 and December 2012 restructurings, which has been included in restructuring charges in our consolidated statements of operations. See Note 6 on Restructurings for further discussion of the restructurings. The fair value of stock options granted in 2014, 2013 and 2012 has been estimated at the date of grant using the Black Scholes option-pricing model with the following assumptions:
|  | 2014 |  | 2013 |  | 2012
Dividend yield |  | 0% |  | 0% |  | 0%
Expected volatility range |  | 0.898 to 0.922 |  | 0.742 to 0.792 |  | 0.631 to 0.740
Risk-free interest rate range |  | 1.64% to 1.92% |  | 0.80% to 1.97% |  | 0.81% to 1.25%
Expected term |  | 5.5 yrs |  | 6 yrs |  | 6 yrs
The fair value of employee stock purchases in 2014, 2013 and 2012 under the 2014 Purchase Plan and 1996 Purchase Plan has been estimated using the Black Scholes option-pricing model with the following assumptions:
|  | 2014 |  | 2013 |  | 2012
Dividend yield |  | 0% |  | 0% |  | 0%
Expected volatility range |  | 0.835 to 1.666 |  | 0.506 to 1.391 |  | 0.458 to 0.774
Risk-free interest rate range |  | 0.06% to 0.15% |  | 0.09% to 0.21% |  | 0.06% to 0.21%
Expected term range |  | 6 mos to 12 mos |  | 6 mos to 12 mos |  | 6 mos to 12 mos
Dividend yield is based on historical cash dividend payments and Geron has paid no dividends to date. The expected volatility range is based on historical volatilities of our stock since traded options on Geron stock do not correspond to option terms and the trading volume of options is limited. The risk-free interest rate range is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award. The expected term of options is derived from actual historical exercise and post-vesting cancellation data and represents the period of time that options granted are expected to be outstanding. The expected term of employees' purchase rights is equal to the purchase period. Based on the Black Scholes option-pricing model, the weighted average estimated fair value of employee stock options granted during the years ended December 31, 2014, 2013 and 2012 was $3.57, $1.03 and $0.89 per share, respectively. The weighted average estimated fair value of employees' purchase rights for the years ended December 31, 2014, 2013 and 2012 was $2.10, $0.75 and $0.59 per share, respectively. As of December 31, 2014, total compensation cost related to unvested share-based payment awards not yet recognized, net of estimated forfeitures, was $15,032,000, which is expected to be recognized over the next 27 months on a weighted-average basis. Stock-Based Compensation to Service Providers We grant stock options and restricted stock awards to consultants from time to time in exchange for services performed for us. In general, the stock options and restricted stock awards vest over the contractual period of the consulting arrangement. We granted stock options to purchase 75,000, 80,000 and 50,000 shares of our common stock to consultants in 2014, 2013 and 2012, respectively. The fair value of stock options and restricted stock awards held by consultants is recorded as operating expenses over the vesting term of the respective equity awards. In addition, we will record any increase in the fair value of the stock options and restricted stock awards as the respective equity award vests. We recorded stock-based compensation expense of $94,000, $92,000 and $135,000 for the vested portion of the fair value of stock options and restricted stock awards held by consultants in 2014, 2013 and 2012, respectively. We have also issued common stock to consultants and vendors in exchange for services either performed or to be performed for us. For these stock issuances, we record a prepaid asset equal to the fair market value of the shares on the date of issuance and amortize the fair value of the shares to our operating expenses on a pro-rata basis as services are performed or goods are received. In 2014, 2013 and 2012, we issued 71,239, 66,853 and 170,298 shares of common stock, respectively, in exchange for goods or services. In 2014, 2013 and 2012, we recognized approximately $158,000, $202,000 and $1,010,000, respectively, of expense in connection with stock grants to consultants and vendors. As of December 31, 2014, $7,000 related to consultant and vendor stock issuances remained as a prepaid asset which is being amortized to our operating expenses on a pro-rata basis as services are incurred or goods are received. Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2014 is as follows:
Outstanding stock options |  |  | 16,958,944 |
Options and awards available for grant |  |  | 13,384,883 |
Employee stock purchase plan |  |  | 975,625 |
Warrants outstanding |  |  | 1,007,893 |
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Total |  |  | 32,327,345 |
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401(k) Plan We sponsor a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time U.S. employees, or the Geron 401K Plan. Participating employees may contribute up to the annual Internal Revenue Service contribution limit. The Geron 401K Plan also permits us to provide discretionary matching and profit sharing contributions. The Geron 401K Plan is intended to qualify under Section 401 of the Internal Revenue Code so that contributions by employees or by us, and income earned on the contributions, are not taxable to employees until withdrawn from the Geron 401K Plan. Our contributions, if any, will be deductible by us when made. In 2014, our board of directors approved a cash matching contribution equal to 50% of each employee's contributions, which was fully vested when paid. We provided the 2014 matching contribution in February 2015. In 2013 and 2012, our board of directors approved a matching contribution equal to 75% and 100% of each employee's contributions, respectively. Those matching contributions were made in our common stock and vest ratably over four years for each year of service completed by the employee, commencing from the date of hire, until they are fully vested when the employee has completed four years of service. For the vested portion of the 2014 match, we recorded $175,000 as research and development expense and $143,000 as general and administrative expense. For the vested portion of the 2013 match, we recorded $156,000 as research and development expense and $157,000 as general and administrative expense. For the vested portion of the 2012 match, we recorded $616,000 as research and development expense and $259,000 as general and administrative expense. Due to the number of positions eliminated in the previous restructurings, a partial plan termination was triggered in both 2013 and 2012. We accelerated the vesting of unvested prior employer matches for employees affected by the respective restructurings, which resulted in $266,000 and $370,000 of operating expenses in 2013 and 2012, respectively. As of December 31, 2014, approximately $273,000 remained unvested for the 2013, 2012 and 2011 matches which will be amortized to operating expenses as the corresponding years of service are completed by the employees. Sales Agreement On October 8, 2012, we entered into an At-the-Market Issuance Sales Agreement, or sales agreement, with MLV & Co. LLC, or MLV, pursuant to which we may elect to issue and sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time into the open market at prevailing prices through MLV as our sales agent. We will pay MLV an aggregate commission rate equal to up to 3.0% of the gross proceeds of the sales price per share for common stock sold through MLV under the sales agreement. Pursuant to the sales agreement, sales of common stock will be made in such quantities and on such minimum price terms as we may set from time to time. We are not obligated to make any sales of common stock under the sales agreement. As of December 31, 2014, we had not sold any common stock pursuant to the sales agreement. The sales agreement will expire in October 2015 unless extended by the parties.

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- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References No definition available. + Details
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