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EQUITY INCENTIVE PLAN
9 Months Ended
Sep. 30, 2018
EQUITY INCENTIVE PLAN [Abstract]  
EQUITY INCENTIVE PLAN

10.  EQUITY INCENTIVE PLAN



The Company's 2006 Equity Incentive Plan (the "2006 Plan") was terminated as to future awards on July 12, 2016. The Company's 2017 Stock Option and Incentive Plan (the "2017 Plan") was adopted by the Company's stockholders on June 5, 2017 and there were 666,666 shares of common stock reserved for issuance under the 2017 Plan. The 2017 Plan will expire on June 5, 2027.





Amendment of the 2017 Stock Option and Incentive Plan



On January 31, 2018, at a special meeting of the stockholders of the Company, the stockholders approved an amendment and restatement of the Company’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) to:

·

increase the aggregate number of shares authorized for issuance under the 2017 Plan by 5,389,500 shares to 6,056,166 shares and cumulatively increased on January 1, 2019 and on each January 1 thereafter by the lesser of the annual increase for such year or 500,000 shares;

·

increase the maximum number of shares that may be granted in the form of stock options or stock appreciation rights to any one individual in any one calendar year and the maximum number of shares underlying any award intended to qualify as performance-based compensation to any one individual in any performance cycle, in each case to 1,000,000 shares of Common Stock; and

·

add an “evergreen” provision, pursuant to which the aggregate number of shares authorized for issuance under the 2017 Plan will be automatically increased each year beginning on January 1, 2019 by 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares determined by the Company’s Board of Directors or Compensation Committee.



Stock Options.



         During the nine months ended September 30, 2018, the Company granted stock options to employees and directors to purchase up to 3,365,488 shares of common stock at a weighted average exercise price of $0.70. These awards have vesting periods of one to four years and had a weighted average grant date fair value of $0.64. The fair value calculation of options granted during the nine months ended September 30, 2018 used the follow assumptions: risk free interest rates between 2.63% and 2.88% based on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 135%.  



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





 

 

 

 

 



 

Number of

 

Weighted-Average



 

Options

 

Exercise Price

Outstanding at January 1, 2018

 

236,484 

 

$

7.12 

Granted

 

3,365,488 

 

 

0.70 

Forfeited

 

(202,896)

 

 

2.16 

Outstanding at September 30, 2018

 

3,399,076 

 

$

1.06 

Exercisable at September 30, 2018

 

260,201 

 

$

4.66 



As of September 30, 2018, there were 2,614,237 options that were vested or expected to vest with an aggregate intrinsic value of zero and a remaining weighted average contractual life of 9.3 years.



For the three and nine months ended September 30, 2018, we recorded compensation expense for all stock awards of $0.1 million and $0.3 million, respectively, within operating expense in the accompanying statements of operations. For both the three and nine months ended September 30, 2017, we recorded compensation expense for all stock awards of less than $0.1 million.  As of September 30, 2018, the unrecognized compensation expense related to unvested stock awards was $2.0 million, which is expected to be recognized over a weighted-average period of 3.0 years.