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Note 6 - Share-based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Text Block]

Note 6: Share-Based Compensation

Description of Equity Plans

The 2011 Equity Incentive Plan (the “2011 Plan”) was adopted by the Board on April 28, 2011 and approved by the Company’s stockholders on June 15, 2011. The 2011 Plan serves as the successor to the Company’s 2006 Stock Option Plan (the “2006 Plan”). Since the effective date of the 2011 Plan, all future equity awards were made from the 2011 Plan, and no additional awards will be granted under the 2006 plan. Under the 2011 Plan, 3,000,000 shares of the Company’s common stock were initially reserved for issuance pursuant to a variety of share-based compensation awards, plus any shares available for issuance under the 2006 Plan or are subject to awards under the 2006 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2006 Plan. In accordance with the provision of the 2011 Plan, the Board approved an increase of 1,500,000 shares each year to the plan on January 1, 2019 and 2020.

As of December 31, 2020, the Company had 4,638,390 stock options outstanding and an additional 2,134,211 shares of common stock available for grant under the 2011 Plan. As of December 31, 2019, there were 3,860,390 stock options outstanding and an additional 1,547,211 shares of common stock available for grant under the 2011 Plan.

Stock Options

Options are granted to purchase common stock at prices that are equal to the fair value of the common shares on the date the option is granted. Vesting is determined by the Board at the time of grant. The term of any stock option awards under the Company’s 2011 Plan is 10 years except for certain options granted to the CEO (five years) and certain contractors (two or three years).

The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following:

Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date of grant.

Expected dividend yield. The expected dividend yield is zero, as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future.

Expected stock price volatility. The expected stock price volatility was calculated based on the Company’s own volatility since the DuPont Transaction. The Company reviews its volatility assumption on an annual basis and has used the Company’s historical volatilities since 2016, as the DuPont Transaction resulted in significant changes in the Company’s business and capital structure.

Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The Company uses the weighted average vesting period and contractual term of the option as the best estimate of the expected life of a new option, except for the options granted to the CEO (i.e., 5 or 10 years) and certain contractors (i.e., 2 or 3years).

The assumptions used in the Black-Scholes option pricing model for stock options granted for the year ended December 31, 2020 and 2019 are as follows:

	*Years Ended December 31,*
	*2020*			*2019*
Risk-Free interest rate		0.25% - 1.72%			1.69% - 2.50%
Expected dividend yield		—	%		—	%
Expected stock price volatility		39.94% - 51.22%			28.59% - 37.29%
Expected life of options (years)		1.75 - 6.25 Years			2 - 6.25 Years
Discount for lack of marketability		—	%		0 - 8.48	%

The following table summarizes the combined stock option activity under the Company’s Equity Compensation Plans:

						*Weighted-*
						*Average*
				*Weighted-*		*Remaining*		*Aggregate*
				*Average*		*Contractual*		*Intrinsic*
	*Shares*			*Exercise Price*		*Term (Years)*		*Value*
Outstanding at December 31, 2018		3,552,890		$	1.57		5.06	$	1,149,461
Granted		1,089,000			2.26
Exercised		(781,500	)		1.60
Expired		—			—
Canceled		—			—
Outstanding at December 31, 2019		3,860,390		$	1.76		5.69	$	13,287,932
Granted ⁽¹⁾		913,000			5.24
Exercised ⁽²⁾		(135,000	)		1.89
Expired		—			—
Canceled		—			—
Outstanding at December 31, 2020		4,638,390		$	2.44		5.64	$	13,701,610

Exercisable at December 31, 2020		3,284,794		$	1.78		4.47	$	11,886,680

Notes:

⁽¹⁾ Represents the following stock options granted:

•

Annual share-based compensation awards on January 2, 2020, including: (a) 525,000 stock options with an exercise price of $5.27 per share granted to executives and key personnel, vesting upon one year anniversary, or annually in equal installments over four years, (b) 325,000 stock options with an exercise price of $5.27 per share granted to members of the Board of Directors, vesting upon one year anniversary, (c) 23,000 stock options with an exercise price of $5.27 per share granted to employees, vesting annually in equal installments over four years, and (d) 15,000 stock options with an exercise price of $5.27 per share granted to a consultant, vesting upon one year anniversary.

•

One-time awards on March 22, 2020, including 25,000 stock options to a contractor with an exercise price of $3.99 per share, vesting in six months from the date of grant.

⁽²⁾Represents the following stock options exercised:

•

A total of 135,000 stock options exercised with a weighted average market price of $1.89.

The weighted average grant-date fair market value of stock options granted for the years ended December 31, 2020 and 2019 was $2.09 and $0.69 respectively, based on the Black-Scholes option pricing model. The intrinsic value of options exercised for the years ended December 31, 2020 and 2019 was $481,139 and $2,925,662, respectively.

As of December 31, 2020 and 2019, total unrecognized compensation cost related to non-vested stock options granted under the Company’s share option plan was $477,232, and $222,330, respectively, which is expected to be recognized over a weighted average period of 2.84 years and 1.83 years, respectively. The Company will adjust unrecognized compensation cost for actual forfeitures as they occur.

Compensation Expenses

We recognize all share-based payments to employees, consultants, and our Board, as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations, and these charges had no impact on the Company’s reported cash flows. Stock-based compensation expense is calculated on the grant date fair values of such awards, and recognized each period based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur.

For performance-based awards, the Company recognizes related stock-based compensation expense based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. For the year ended December 31, 2019, the Company recognized the expense related to the performance-based awards granted prior years upon the Company’s April 2019 uplisting to the NASDAQ of approximately $483,000. There was no performance-based award recognized during the year ended December 31, 2020.

Total non-cash stock option compensation expense was allocated among the following expense categories:

	*Years Ended December 31,*
	*2020*		*2019*
General and administrative	$	1,466,461	$	1,069,152
Research and development		185,432		101,927
Total	$	1,651,893	$	1,171,079