11. STOCK INCENTIVE PLANS

Stock Option Plans

Prior to its IPO in July 2014, the Company had one active stock option plan, the 2008 Equity Incentive Plan (“2008 Plan”), one assumed stock option plan (the ImmuMetrix 2013 Equity Incentive Plan) and one terminated stock option plan, the 1998 Stock Plan.

Upon its IPO, the Company reserved 838,695 shares of common stock for issuance under a new 2014 Equity Incentive Plan (“2014 Plan”). The shares reserved for issuance under the 2014 Plan also include shares returned to the 2008 Plan as the result of expiration or termination of options, provided that the maximum number of shares that may be added to the 2014 Plan thereby is limited to a maximum of 865,252 shares. The number of shares available for issuance under the 2014 Plan will also include an annual increase on the first day of each year beginning in 2014, equal to the least of:

•

357,075 shares;

•

4.0% of the outstanding shares of common stock as of the last day of the immediately preceding year; or

•

such other number of shares as the Company’s board of directors may determine.

The following table summarizes option activity under the plans, and related information:


	Shares Available for Grant			Stock Options Outstanding			Weighted- average Exercise Price
Balance—December 31, 2011		306,188			496,908		$	3.70
Granted		(211,056	)		211,056			0.55
Exercised		—			(2,924	)		3.36
Forfeited		32,585			(32,585	)		3.43
Expired		52,549			(52,549	)		3.49

Balance—December 31, 2012		180,266			619,906			2.67
Granted		(4,081	)		4,081			0.48
Exercised		—			(212	)		0.55
Forfeited		7,247			(7,247	)		2.33
Expired		149,563			(149,563	)		4.73

Balance—December 31, 2013		332,995			466,965			1.99
Additional options authorized		940,884			—			—
Granted		(585,345	)		585,345			11.76
Assumed in business combination		—			23,229			2.06
Exercised		—			(9,363	)		2.14
Forfeited		20,591			(20,591	)		10.36
Expired		13,781			(13,781	)		2.74

Balance—December 31, 2014		722,906			1,031,804			7.36

Outstanding, exercisable and vested stock options as of December 31, 2014 are summarized as follows:


	Options Outstanding & Exercisable at December 31, 2014						Options Vested at December 31, 2014
Range of Exercise Prices	Number of Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
$0.27 - 0.55		200,002		7.80	$	0.55		136,560	$	0.55
$2.05 - 3.01		153,469		6.36		2.78		147,641		2.77
$3.36 - 3.97		110,188		3.55		3.47		110,188		3.47
$7.03 - 12.40		568,145		9.38		11.75		21,012		11.82

		1,031,804		8.00		7.36		415,401		2.68

Options outstanding that have vested and are expected to vest at December 31, 2014 are as follows:


	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (In thousands)
Vested		415,401	$	2.68		6.17	$	1,994
Expected to Vest		616,403		10.51		9.19	$	457

Total		1,031,804		7.36		7.98	$	2,451

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock at December 31, 2014 for stock options that were in-the-money. The fair market value of the Company’s common stock as of December 31, 2014 was $7.25 per share.

The weighted average grant-date fair value of options to purchase common stock granted for the years ended December 31, 2014, 2013 and 2012 using the Black-Sholes valuation model was $4.81, $0.21 and $0.27, respectively.

The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period.

Valuation Assumptions

The Company’s board of directors determines the estimated fair value of its common stock based on assistance from an independent third party valuation. The fair value of stock-based awards was estimated using the Black-Scholes option-pricing model using the following weighted-average assumptions.


	Year Ended December 31,
	2014			2013			2012
Expected term (in years)		5.1			6.0			6.0
Expected volatility		42.18	%		45.25	%		46.55	%
Risk-free interest rate		1.69	%		1.21	%		1.01	%
Expected dividend yield		—	%		—	%		—	%

Risk-free Interest Rate: The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U. S. Treasury securities with similar maturities as of the date of grant.

Volatility: The Company used an average historical stock price volatility of comparable public companies that were deemed to be representative of future stock price trends as the Company does not have any trading history for its common stock.

Expected Term: The expected term represents the period for which the Company’s stock-based awards are expected to be outstanding and is based on analyzing the vesting and contractual terms of the options and the holders’ historical exercise patterns and termination behavior.

Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future.

The following table summarizes stock-based compensation expense related to stock options for the years ended December 31, 2013, 2013 and 2012, included in the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2014		2013		2012
Cost of testing	$	28	$	3	$	2
Research and development		88		7		13
Sales and marketing		29		3		5
General and administrative		390		59		49

	$	535	$	72	$	69

If all of the remaining non-vested and outstanding stock option awards that have been granted vested, the Company would recognize approximately $2.2 million in compensation expense, net of estimated forfeitures, over a weighted average remaining period of 3.1 years. No compensation expense will be recognized for any stock options that do not vest.

No tax benefit was recognized related to share-based compensation expense since the Company has never reported taxable income and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. In addition, no amounts of share-based compensation costs were capitalized for the periods presented.

Non-Employee Director Equity-based Compensation

For the year ended December 31, 2014, the Company paid a portion of its non-employee directors’ compensation through the award of common shares. The stock awards are classified as equity-based compensation expense. Expense associated with the awards was $94,000, which was included in general and administrative expense in the statement of operations. The shares issued and associated expense were as follows:


Service Period Three Months Ended	Number of Shares Issued		Fair Market Value per Share at Date of Issuance		Fair Value of Shares Issued
September 30, 2014		4,899	$	7.03	$	34,440
December 31, 2014		8,277		7.25		60,008

Total		13,176			$	94,448

The shares issued at each date were for services performed during the three-month period that ended one day prior to the date of issuance.