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Equity Incentive Plans | 9 Months Ended
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Sep. 30, 2019
Equity Incentive Plans [Abstract] |
Equity Incentive Plans | 9. Equity Incentive Plans Stock Award Plans The Company maintains a 2016 Equity Incentive Plan (the “2016 Plan”), which provides for the issuance of incentive share awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance-based stock awards. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. Stock options expire no later than ten years from the date of grant and generally vest and typically become exercisable over a four-year period following the date of grant. Upon the exercise of stock options, the Company issues the resulting shares from shares reserved for issuance under the 2016 Plan. Under the 2016 Plan, the number of shares authorized for issuance automatically increases annually beginning January 1, 2017 and through January 1, 2026. The 2016 Plan was most recently amended and restated by the Board of Directors effective as of May 8, 2019 to reflect (i) the name change of AmpliPhi Biosciences Corporation to “Armata Pharmaceuticals, Inc.”, and (ii) the one-for-fourteen reverse stock split. In connection with the Merger, the Company assumed the C3J Jian, Inc. Amended 2006 Stock Option Plan (the “Assumed 2006 Plan”) and the C3J Therapeutics, Inc. 2016 Stock Plan (the “Assumed 2016 Plan”). These plans provided for stock option and restricted stock awards (“RSAs”) to C3J employees in years prior to the merger with AmpliPhi. The number of shares subject to each outstanding stock option and RSA under those assumed plans, along with the exercise price of stock options, were equitably adjusted pursuant to the terms of the plans to reflect the impact of the Merger and the one-for-fourteen reverse stock split, in each case in a manner intended to preserved the then-current intrinsic value of the awards. No additional awards will be made under either plan. The assumed C3J stock options were substantially vested and expensed as of the merger date. Vesting of the assumed C3J RSAs is based on the occurrence of a public liquidity event, or a change in control. In the event of a public liquidity event, service or milestone based vesting schedules begins. Service periods are generally two to four years. In the event of a change in control, 100% vesting occurs upon the closing of such an event. The merger with AmpliPhi constituted a public liquidity event and triggered the start of vesting of RSAs. Stock-based Compensation The Company estimates the fair value of stock options with performance and service conditions using the Black-Scholes valuation model. Compensation expense related to stock options granted is measured at the grant date based on the estimated fair value of the award and is recognized on the accelerated attribution method over the requisite service period. The assumptions used in the Black-Scholes model are presented below:
|  | Nine Months Ended September 30, |
|  | 2019 |  | 2018 |
Risk-free interest rate |  | 1.71 to 2.23 | % | - | %
Expected volatility |  | 89.26 to 90.43 | % | - | %
Expected term (in years) |  | 5.75 to 6.25 |  | - |
Expected dividend yield |  | 0 | % | - | %
The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. Expected volatility is based on the historical volatility of Armata and peer companies’ common stock. The expected term represents the period that the Company expects its stock options to be outstanding. The expected term assumption is estimated using the simplified method set forth in the SEC Staff Accounting Bulletin 110, which is the mid-point between the option vesting date and the expiration date. For stock options granted to parties other than employees or directors, the Company elects, on a grant by grant basis, to use the expected term or the contractual term of the option award. The Company has never declared or paid dividends on its common stock and has no plans to do so in the foreseeable future. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. The tables below summarize the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30, |
|  | 2019 |  | 2018 |  | 2019 |  | 2018 |
Research and development |  | $ | 358,000 |  | $ | 1,000 |  | $ | 609,000 |  | $ | 8,000 |
General and administrative |  |  | 2,140,000 |  |  | 7,000 |  |  | 2,615,000 |  |  | 39,000 |
Total stock-based compensation |  | $ | 2,498,000 |  | $ | 8,000 |  | $ | 3,224,000 |  | $ | 47,000 |
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
|  | 2019 |  | 2018 |  | 2019 |  | 2018
Expense related to RSA's issued prior to Merger and vesting beginning on Merger closing date |  | $ | 892,000 |  | $ | - |  | $ | 1,468,000 |  | $ | -
Acceleration of RSA expense in connection with executive severance |  |  | 1,244,000 |  |  | - |  |  | 1,244,000 |  |  | -
Expense related to vesting of stock options issued under the Company's stock plans |  |  | 362,000 |  |  | 8,000 |  |  | 512,000 |  |  | 47,000
Total stock based compensation expense |  | $ | 2,498,000 |  | $ | 8,000 |  | $ | 3,224,000 |  | $ | 47,000
Stock option transactions during the nine months ended September 30, 2019 are presented below:
|  |  |  |  |  |  | Weighted |  |  |
|  |  |  |  |  |  | Average |  |  |
|  |  |  | Weighted |  | Remaining |  |  |
|  |  |  | Average |  | Contractual |  | Aggregate
|  |  |  | Exercise |  | Term |  | Intrinsic
|  | Shares |  | Price |  | (Years) |  | Value
Outstanding at December 31, 2018 |  | 136,463 |  | $ | 36.31 |  | 5.02 |  |  | —
Assumed in the Merger |  | 52,602 |  |  | 56.60 |  |  |  |  | —
Granted |  | 1,179,825 |  |  | 3.17 |  |  |  |  | 1,549,000
Forfeited/Cancelled |  | (57,394) |  |  | 13.16 |  |  |  |  | —
Outstanding at September 30, 2019 |  | 1,311,496 |  | $ | 8.32 |  | 9.04 |  |  | 1,507,000
Vested and expected to vest at September 30, 2019 |  | 1,311,496 |  | $ | 8.32 |  | 9.04 |  | $ | 1,507,000
Exercisable at September 30, 2019 |  | 156,858 |  | $ | 44.52 |  | 4.66 |  | $ | —
Restricted stock award transactions under the Assumed 2016 Plan during the nine months ended September 30, 2019 are presented below:
|  |  |  |  | Weighted Avg
|  |  |  |  | Grant Date
|  | Shares |  | Fair Value
Outstanding at December 31, 2018 |  |  | 416,856 |  | $ | 29.17
Granted |  |  | — |  |  | —
Forfeited/Cancelled |  |  | (32,714) |  |  | -
Issued as Common Stock |  |  | (29,108) |  |  | -
Outstanding at September 30, 2019 |  |  | 355,034 |  | $ | 29.25
The aggregate intrinsic value of options at September 30, 2019 is based on the Company’s closing stock price on that date of $3.70 per share. As of September 30, 2019, there was $8.7 million of total unrecognized compensation expense related to unvested stock options and RSAs, which the Company expects to recognize over the weighted average remaining period of 2.1 years. Shares Reserved For Future Issuance As of September 30, 2019, the Company had reserved shares of its common stock for future issuance as follows:
|  | Shares Reserved
Stock options outstanding |  | 1,311,496
Employee stock purchase plan |  | 5,462
Available for future grants under the 2016 Plan |  | 38,974
Warrants outstanding |  | 1,854,262
Total shares reserved |  | 3,210,194

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- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
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