v3.10.0.1
Stock-Based Compensation
9 Months Ended
Sep. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

7. Stock-Based Compensation

Pursuant to the Merger (Note 1), the Company assumed the Aerpio Therapeutics, Inc. 2011 Equity Incentive Plan (the “2011 Plan”).  Options covering an aggregate of 821,914 and 898,962 shares of the Company’s common stock at September 30, 2018, and December 31, 2017, respectively, are still governed by the 2011 Plan except that all references in the 2011 Plan to Aerpio, will now be the Company.

In March 2017, the Company’s Board of Directors adopted, and the stockholders approved, the 2017 Stock Option and Incentive Plan (the “2017 Plan”), that became effective in April 2017.  The 2017 Plan provides for the issuance of incentive awards up to 4,600,000 shares of common stock to officers, employees, consultants and directors, less the number of shares subject to issued and outstanding awards under the 2011 Plan that were assumed in the Merger.  The 2017 Plan also provides that the number of shares reserved for issuance thereunder will be increased annually on the first day of each year beginning in 2018 by four percent (4%) of the shares of our common stock outstanding on the last day of the immediately preceding year or such smaller increase as determined by our Board of Directors.  In April 2018, the Company’s Board of Directors approved a 4% increase adding 1,082,802 shares to the 2017 Plan. As of September 30, 2018, and December 31, 2017, 2,615,062 and 1,179,410 stock awards were outstanding under the 2017 Plan and the 2011 Plan, respectively. This excludes 733,570 inducement stock awards issued outside of the 2017 Plan and the 2011 Plan outstanding at September 30, 2018, and December 31, 2017.  

Stock Options

The options granted generally vest over 48 months. Under the 2017 Plan, options vest in installments of 25% at the one-year anniversary and thereafter in 36 equal monthly installments beginning on the 1st of the month after the one-year anniversary date, subject to the employee’s continuous service with the Company. The options generally expire ten years after the date of grant. The fair value of the options at the date of grant is recognized as an expense over the requisite service period. 97,500 and 1,612,700 option awards were granted in the three and nine months ended September 30, 2018, respectively, and no option awards were granted in the three and nine months ended September 30, 2017.  As of September 30, 2018, and December 31, 2017, 2,962,062 and 3,391,960 shares are reserved for issuance under the 2017 Plan, respectively.

The following table summarizes the stock option activity during the nine months ended September 30, 2018:

 

 

 

Stock

Option

Shares

 

 

Weighted Average

Exercise

Price

 

 

Weighted Average

Remaining

Contractual

Term (in Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding, January 1, 2018

 

 

1,912,980

 

 

$

3.72

 

 

 

8.24

 

 

$

2,738,704

 

Granted

 

 

1,612,700

 

 

 

3.64

 

 

 

 

 

 

 

 

 

Exercised

 

 

(52,099

)

 

 

1.47

 

 

 

 

 

 

 

 

 

Expired/cancelled

 

 

(124,949

)

 

 

3.23

 

 

 

 

 

 

 

 

 

Outstanding, September 30, 2018

 

 

3,348,632

 

 

$

3.73

 

 

 

8.47

 

 

$

1,129,828

 

Expected to vest, September 30, 2018

 

 

2,436,229

 

 

$

4.27

 

 

9.41

 

 

$

61,555

 

Options exercisable, September 30, 2018

 

 

912,403

 

 

$

2.28

 

 

 

5.96

 

 

$

1,068,273

 

 

Aggregate intrinsic value represents the estimated fair value of the Company’s common stock at September 30, 2018, in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable.  

Compensation expense for stock options was $759,978 and $53,814 for the three months ended September 30, 2018 and 2017, respectively and $2,314,201 and $173,888 for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was $4,568,480 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.63 years.

Restricted Stock

Shares of restricted stock generally have similar vesting terms as stock options. A summary of the Company’s restricted stock activity and related information during the nine months ended September 30, 2018 is as follows:

 

 

 

Restricted

Stock

Shares

 

 

Weighted Average

Grant Date

Fair Value

 

Nonvested, January 1, 2018

 

 

91,576

 

 

$

2.12

 

Granted

 

 

60,000

 

 

 

4.75

 

Vested

 

 

(142,205

)

 

 

3.23

 

Forfeited

 

 

(2,333

)

 

 

2.25

 

Nonvested, September 30, 2018

 

 

7,038

 

 

$

2.21

 

 

The Company recognized compensation expense for restricted stock of $46,433 and $73,545 for the three months ended September 30, 2018 and 2017, respectively, and $449,689 and $220,380 for the nine months ended September 30, 2018 and 2017, respectively.  

Compensation Expense Summary

The Company recognized the following compensation cost related to employee and non-employee stock-based compensation activity:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Research and development

 

$

139,492

 

 

$

88,443

 

 

$

313,505

 

 

$

276,778

 

General and administrative

 

 

666,919

 

 

 

38,916

 

 

 

2,450,385

 

 

 

117,490

 

Total

 

$

806,411

 

 

$

127,359

 

 

$

2,763,890

 

 

$

394,268

 

 

The Company uses the Black-Scholes option pricing model to determine the estimated fair value for stock-based awards. Option pricing and models require the input of various subjective assumptions, including the option’s expected life, expected dividend yield, price volatility and risk-free interest rate of the underlying stock. Accordingly, the weighted-average fair value of the options granted during the three and nine months ended September 30, 2018 was $2.13 and $2.24 per share, respectively. The calculation was based on the following assumptions.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2018

 

 

September 30, 2018

 

Expected term (years)

 

6.00

 

 

6.07

 

Risk-free interest rate

 

2.83%

 

 

2.85%

 

Expected volatility

 

65.12%

 

 

66.04%

 

Expected dividend yield

 

0.00%

 

 

0.00%