XML 34 R14.htm IDEA: XBRL DOCUMENT
v3.5.0.2

Stock-Based Compensation | 6 Months Ended
--- | ---
Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock-Based Compensation | Note 7. Stock-Based Compensation We currently grant stock-based compensation under our 2013 Equity Incentive Plan approved by our stockholders and one plan adopted in 2012 pursuant to NASDAQ Listing Rule 5635(c) (4) concerning inducement grants for new employees (our “2012 Commencement Incentive Plan”). As of June 30, 2016, we had 1,257,235 shares available to grant under the above mentioned plans. At our annual stockholders meeting held on December 20, 2013, our stockholders approved our 2013 Equity Incentive Plan to grant stock-based compensation of up to an initial 6,000,000 shares, plus an increase of 4% per year of the outstanding number of shares of our common stock beginning in January 1, 2015. Under the stockholder-approved plan we may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, 401(k) Plan employer match in form of shares and performance-based shares to our employees, directors and consultants, at prices determined by our Board of Directors. Incentive stock options may only be granted to employees under these plans with a grant price not less than the fair market value on the date of grant. Under our 2012 Commencement Inducement Plan, we may only award options, restricted stock units and other equity awards to newly hired employees and newly engaged directors, in each case as allowed by NASDAQ listing requirements. Generally, stock options and restricted stock units granted to employees have a maximum term of ten years. Stock based awards may vest over a period of time from the date of grant or upon the attainment of certain performance goals established by the Compensation Committee or the Single Member Committee established under our 2006 Equity Incentive Plan and our 2013 Equity Incentive Plan. Upon employee termination of service, any unexercised vested option will be forfeited three months following termination or the expiration of the option, whichever is earlier. In May 2016, our Board of Directors approved a plan to wind down our current operations, having considered the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position. As part of the wind down of our operations, we conducted a reduction of our work force impacting all of our remaining full-time employees, consisting of approximately 50 employees, as of August 1, 2016. Unvested options and RSUs of the employees impacted were forfeited. As of June 30, 2016, total unrecognized compensation expense related to unvested awards of stock option and restricted stock units is not significant. Our stock-based compensation expense for the three and six months ended June 30 was as follows:
|  | Three months ended |  |  | Six months ended |
| June 30, |  |  | June 30, |
|  | 2016 |  |  | 2015 |  |  | 2016 |  |  | 2015 |
Research and development expense |  | $ | (551,156 | ) |  | $ | 698,039 |  |  | $ | (237,780 | ) |  | $ | 1,281,708 |
General and administrative expense |  |  | (368,956 | ) |  |  | 653,535 |  |  |  | 1,170,094 |  |  |  | 1,378,760 |
Total stock-based compensation |  | $ | (920,112 | ) |  | $ | 1,351,574 |  |  | $ | 932,314 |  |  | $ | 2,660,468 |
Effect on basic and diluted net loss per share |  | $ | 0.08 |  |  | $ | (0.17 | ) |  | $ | (0.09 | ) |  | $ | (0.39 | )
Stock Options A summary of our stock option activity for the three months ended June 30, 2016 is as follows:
|  | Number of options |  |  | Weighted-average exercise price ($) per share |
Outstanding options at March 31, 2016 |  |  | 155,847 |  |  |  | 32.80 |
Granted 1 |  |  | 6,250 |  |  |  | 3.12 |
Exercised |  |  | — |  |  |  | — |
Cancelled |  |  | (134,266 | ) |  |  | 10.10 |
Outstanding options at June 30, 2016 |  |  | 27,831 |  |  |  | 135.64 |
A summary of changes in unvested options for the three months ended June 30, 2016 is as follows:
|  | Number of options |  |  | Weighted-average exercise price ($) per share |  |  | Weighted-average grant date fair value ($) per option |
Unvested options at March 31, 2016 |  |  | 124,600 |  |  |  | 7.91 |  |  |  | 5.18 |
Granted |  |  | 6,250 |  |  |  | 3.12 |  |  |  | — |
Vested |  |  | 12,416 |  |  |  | 8.13 |  |  |  | 5.28 |
Cancelled |  |  | 117,184 |  |  |  | 7.63 |  |  |  | 4.89 |
Unvested options at June 30, 2016 |  |  | 1,250 |  |  |  | 8.52 |  |  |  | 5.53 |
Restricted Stock Units We have granted restricted stock units (RSUs) to certain employees and members of the Board of Directors which entitle the holders to receive shares of our common stock upon vesting of the RSUs. The fair value of restricted stock units granted is based upon the market price of the underlying common stock as if it were vested and issued on the date of grant. A summary of changes in our restricted stock units for the three months ended June 30, 2016 is as follows:
|  | Number of RSUs |  |  | Weighted Average Grant Date Fair Value ($) |
Outstanding at March 31, 2016 |  |  | 810,951 |  |  |  | 11.06 |
Granted |  |  | — |  |  |  | — |
Vested and exercised |  |  | (32,078 | ) |  |  | 20.25 |
Cancelled |  |  | (571,939 | ) |  |  | 10.69 |
Outstanding at June 30, 2016 |  |  | 206,934 |  |  |  | 10.66 |
1 | This stock award is performance based and vest on achievement of predefined milestones. In light of the decision to terminate the Pathway Study, our available strategic alternatives and our current cash position, the Board of Directors approved a plan to wind down our current operations. As part of this process, we conducted a reduction in work force impacting all of our remaining full-time employees, consisting of approximately 50 employees, effective August 1, 2016. This grant was forfeited unvested.
Stock Appreciation Rights In July 2006, we granted cash-settled Stock Appreciation Rights (SARs) to certain employees that give the holder the right, upon exercise, to the difference between the price per share of our common stock at the time of exercise and the exercise price of the SARs. The SARs have a maximum term of ten years with an exercise price of $240.00, which is equal to the market price of our common stock at the date of grant. The SARs vest 25% on the first anniversary of the grant date and 75% vest monthly over the remaining three-year service period. At June 30, 2016 and 2015, there were 110,593 SARs outstanding. All of the outstanding SARs as of June 30, 2016 were fully vested but have expired unexercised in July 2016.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration