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Note 11 - Share-based Compensation | 12 Months Ended
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Dec. 31, 2018
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
( 11 ) | Share-Based Compensation
BioCardia Lifesciences adopted, and the BioCardia Lifesciences shareholders approved, the 2002 Stock Plan in 2002 (the “2002 Plan”), and the Company assumed the 2002 Plan in the Merger. We have not granted or do not intend to grant any additional awards under the 2002 Plan following the Merger. In 2016, BioCardia Lifesciences adopted, and the BioCardia Lifesciences shareholders approved, the 2016 Equity Incentive Plan (the “2016 Plan”), and the Company assumed the 2016 Plan in the Merger. We have granted awards, including incentive stock options and nonstatutory stock options, under the 2016 Plan following the Merger. Under the 2002 Plan and the 2016 Plan, the number of shares, terms, and vesting periods are determined by the Company’s board of directors or a committee thereof on an option-by-option basis. Options generally vest ratably over service periods of four years and expire ten years from the date of grant. The per share exercise price shall be no less than the fair market value on the date of grant. Compensation cost for employee share-based awards is based on the grant-date fair value and is recognized over the vesting period of the applicable award on a straight-line basis. As of December 31, 2018, 7,932,494 shares have been authorized for awards under the 2016 Plan. The Company recognizes in the consolidated statements of operations the grant-date fair value of stock options and other equity-based compensation. Share-based compensation expense for the years ended December 31, 2018, 2017 and 2016 was recorded as follows (in thousands):
|  | Years ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2015 |
Cost of goods sold |  | $ | 143 |  |  | $ | 140 |  |  | $ | 14 |
Research and development |  |  | 953 |  |  |  | 678 |  |  |  | 127 |
Selling, general and administrative |  |  | 1,678 |  |  |  | 1,889 |  |  |  | 801 |
Share-based compensation expense |  | $ | 2,774 |  |  | $ | 2,707 |  |  | $ | 942 |
The following table summarizes activity under the Company’s stock option plans, including the 2002 Plan and the 2016 Plan and related information (in thousands, except share and per share amounts and term):
|  | Options outstanding |  |  |  |  |  |  |  |  |
|  | Number of shares |  |  | Weighted average exercise price |  |  | Weighted average remaining contractual term (years) |  |  | Aggregate intrisinsic value (in thousands) |
Balance, December 31, 2017 |  |  | 4,213,100 |  |  | $ | 2.96 |  |  |  | 8.1 |  |  | $ | 1,890 |
Stock options granted |  |  | 1,698,452 |  |  |  | 2.41 |  |  |  |  |  |  |  |  |
Stock options exercised |  |  | (2,488 | ) |  |  | 1.80 |  |  |  |  |  |  |  |  |
Stock options canceled |  |  | (431,700 | ) |  |  | 2.92 |  |  |  |  |  |  |  |  |
Balance, December 31, 2018 |  |  | 5,477,364 |  |  | $ | 2.80 |  |  |  | 7.8 |  |  | $ | - |
Exercisable and vested, December 31, 2018 |  |  | 2,346,990 |  |  | $ | 2.72 |  |  |  | 6.9 |  |  | $ | - |
The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016 was approximately $3,000, $400,000 and $144,000, respectively. The weighted average grant-date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $1.72, $5.80 and $1.33 per share, respectively. Employee Share-Based Compensation During the years ended December 31, 2018 and 2017, the Company granted stock options to certain non-employee directors and employees to purchase 1,698,452 and 796,399 shares of common stock, respectively. The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
|  | Years ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
Risk-free interest rate |  | 2.66 | - | 2.89% |  |  | 1.76 | - | 2.25% |  |  | 1.28 | - | 1.58% |
Volatility |  | 81 | - | 83% |  |  | 81 | - | 89% |  |  |  | 88% |  |
Dividend yield |  | None |  |  | None |  |  | None |
Expected term (in years) |  |  | 6.25 |  |  |  | 5.00 | - | 6.25 |  |  |  | 6.25 |  |
Unrecognized share-based compensation for non-employee directors and employee options granted through December 31, 2018 is approximately $5.0 million to be recognized over a remaining weighted average service period of 2.4 years. Non-Employee Director Share-Based Compensation (RSUs) During the year ended December 31, 2018, the Company granted to certain non-employee directors 226,471 restricted stock units, or RSUs. The fair value of each RSU is estimated on the closing market price on the grant date. The following summarizes the activity of non-vested RSUs:
|  |  |  |  |  | Weighted |
|  |  |  |  |  | average |
|  |  |  |  |  | grant date |
|  | Number of |  |  | fair value |
|  | shares |  |  | per share |
Balance, December 31, 2017 |  |  | 97,996 |  |  | $ | 8.71 |
RSUs granted |  |  | 226,471 |  |  | $ | 1.36 |
RSUs vested |  |  | (57,108 | ) |  | $ | 7.03 |
RSUs forfeited |  |  | - |  |  |  | — |
Balance, December 31, 2018 |  |  | 267,359 |  |  | $ | 2.84 |
Unrecognized share-based compensation for employee RSUs granted through December 31, 2018 was approximately $235,000 to be recognized over a remaining weighted average service period of 1.0 years. Nonemployee Share-Based Compensation During the year ended December 31, 2018, 2017 and 2016, the Company granted options to purchase, zero , 46,254 and 490,849 shares of common stock to consultants. These options were granted in exchange for consulting services to be rendered and vest over the term specified in the grant, which correlates to the period the services are rendered. The Company recorded nonemployee share-based compensation expense of $176,000, $768,000 and $545,000 for the years ended December 31, 2018, 2017 and 2016 respectively. Unrecognized share-based compensation expense for nonemployee options granted through December 31, 2018 is approximately $204,000 to be recognized over a remaining weighted average service period of 1.8 years. The Company accounts for share-based compensation arrangements with nonemployees, using the Black Scholes option pricing model, based on the fair value as these instruments vest. Accordingly, at each reporting date, the Company revalues the unearned portion of the share-based compensation and the resulting change in fair value is recognized in the consolidated statements of operations over the period the related services are rendered. The following assumptions were used to value the awards.
|  | Years ended December 31, |
|  | 2018 |  |  | 2017 |  |  | 2016 |
Risk-free interest rate |  | 2.80 | - | 2.95% |  |  | 2.25 | - | 2.40% |  |  | 1.60 | - | 2.42% |
Volatility |  | 78 | - | 85% |  |  | 81 | - | 87% |  |  | 89 | - | 91% |
Dividend yield |  | None |  |  | None |  |  | None |
Expected term (in years) |  | 7.6 | - | 8.8 |  |  | 8.6 | - | 9.8 |  |  | 9.6 | - | 9.9 |

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