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Stock-Based Compensation
9 Months Ended
Sep. 30, 2020
Stock-Based Compensation  
Stock-Based Compensation

9. Stock-based Compensation 

 

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying statements of comprehensive loss (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 

 

 

September 30, 

 

 

 

2020

    

 

2019

 

    

 

2020

 

    

2019

 

Research and development

$

 

$

60

 

 

$

18

 

$

115

 

General and administrative

 

209

 

 

(6)

 

 

 

521

 

 

78

 

Total stock-based compensation

$

209

 

$

54

 

 

$

539

 

$

193

 

 

Stock Options

 

2019 and 2018 Stock Plans

 

In December 2018, Private NeuroBo adopted the NeuroBo Pharmaceuticals, Inc. 2018 Stock Plan (the "2018 Plan") and in December 2019 in connection with the Merger, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 2018 Plan options to purchase Private NeuroBo common stock outstanding as of immediately prior to the Merger were assumed by the Company upon the Merger and became options to purchase the Company’s common stock, as adjusted by the Exchange Ratio. The 2018 Plan and 2019 Plan provide for the grant of stock options, restricted stock and other equity awards of the Company's common stock to employees, officers, consultants, and directors. Options expire within a period of not more than ten years from the date of grant.

 

The following table summarizes the Company’s activity related to its stock options for the nine months ended September 30, 2020 and 2019:

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

September 30, 

 

 

 

2020

 

2019

 

Outstanding on January 1

 

633,277

 

 

Granted

 

420,000

 

960,204

 

Exercised

 

(84,589)

 

 

Forfeited/Cancelled

 

(48,333)

 

 

Outstanding on September 30

 

920,355

 

960,204

 

 

During the three month periods ended September 30, 2020 and 2019, 60,000 and zero stock options were granted, respectively, and 420,000 and 960,204 stock options were granted during the nine month periods ended September 30, 2020 and 2019, respectively, to employees, non-employee directors and non-employee consultants with both service and performance conditions. The options granted with service conditions generally vest over a one and three year period. The total number of stock options outstanding as of September 30, 2020 and December 31, 2019 was 920,355 and 633,277, respectively. 

 

The weighted average fair value per share of options granted during the three month periods ended September 30, 2020 and 2019 was $3.91 and zero, respectively, and $5.35 and $0.50 during the nine month periods ended September 30, 2020 and 2019, respectively.

 

The Company measures the fair value of stock options with service‑based and performance‑based vesting criteria to employees, consultants and directors on the date of grant using the Black‑Scholes option pricing model. The Company does not have history to support a calculation of volatility and expected term. As such, the Company has used a weighted‑average volatility considering the volatilities of several guideline companies.

For purposes of identifying similar entities, the Company considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life of the options was determined based on the mid‑point between the vesting date and the end of the contractual term according to the “simplified method” as described in Staff Accounting Bulletin 110. The risk‑free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. The Company records forfeitures when they occur.

 

The weighted‑average assumptions used in the Black‑Scholes option‑pricing model are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

    

 

2020

    

2019

    

2020

    

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected stock price volatility

 

 

76.8

%

 

%

 

77.4

%

 

75.0

%

Expected life of options (years)

 

 

5.8

 

 

 

 

5.8

 

 

10.0

 

Expected dividend yield

 

 

 —

%

 

%

 

%

 

%

Risk free interest rate

 

 

0.36

%

 

%

 

1.51

%

 

2.75

%

 

Evergreen provision

 

Under the 2019 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, to an amount equal to the lesser of 4% of the common shares outstanding as of January 1st , or a lesser amount as determined by the Board. The aggregate maximum number of shares of common stock that may be issued pursuant to the 2019 Plan under the evergreen provision is 6,680,000 shares of common stock. On January 1, 2020, 623,708 shares were added to the 2019 Plan as a result of the evergreen provision.

 

During the three month periods ended September 30, 2020 and 2019,  28,333 and 37,151 stock options vested, respectively, and 115,485 and 194,327 stock options vested during the nine month periods ended September 30, 2020 and 2019, respectively. During the three and nine month periods ended September 30, 2020, 48,333 stock options were forfeited. During the three and nine month periods ended September 30, 2019,  no stock options were forfeited.

As of September 30, 2020, 4,115,512 shares in the aggregate were available for future issuance under the 2019 Plan and 2018 Plan.

Unrecognized stock‑based compensation cost for the stock options issued under the both the Company’s 2019 Plan and 2018 Plan was $1.5 million as of September 30, 2020. The unrecognized stock‑based expense is expected to be recognized over a weighted average period of 2.4 years.