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STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2015

Disclosure Of Compensation Related Costs Share-Based Payments [Abstract]

STOCK BASED COMPENSATION

6.

STOCK BASED COMPENSATION

ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Most of the awards granted by the Company (and still outstanding) vest ratably over one to four years.

The Company recognizes all share-based awards under the straight-line attribution method. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company evaluates its forfeiture assumptions quarterly and the expected forfeiture rate is adjusted when necessary. Ultimately, the actual expense recognized over the vesting period is based on only those shares that vest.

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and nine months ended September 30, 2014 and 2015 as shown in the following table (in $000s):

		Three Months Ended September 30,								Nine months Ended September 30,
		2014				2015				2014				2015
General and administrative		$	160			$	97			$	415			$	312
Research and development			59				44				174				152
Stock-based compensation costs before income taxes		$	219			$	141			$	589			$	464

2015 Plan

On May 22, 2015, the Company’s stockholders approved the 2015 Plan, under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The company has reserved 3,500,000 shares of the Company’s common stock under the 2015 Plan. The 2015 Plan replaces the 2006 Plan, under which there were no remaining reserved shares as of September 30, 2015. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant.

There were 63,000 and 326,656 options granted during the nine months ended September 30, 2014 and 2015, respectively.

There were no stock options exercised during each of the nine months ended September 30, 2014 and 2015. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur during the year ended December 31, 2015 because the Company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income for the year ended December 31, 2015.

Outstanding Options

A summary of the share option activity and related information is as follows:

		Number of Options Outstanding				Weighted Average Exercise Price Per Share				Weighted Average Remaining Contractual Term (Years)				Aggregate Intrinsic Value ($000)
Options outstanding at December 31, 2014			1,010,298			$	14.24				6.58			$	—
Granted			326,656			$	0.84
Cancelled/forfeited			(3,000	)		$	105.00
Options outstanding at September 30, 2015			1,333,954			$	10.75				6.73			$	—
Unvested at September 30, 2015			(494,382	)		$	2.27				8.91			$	—
Vested and exercisable at September 30, 2015			839,572			$	15.75				5.45			$	—

The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718.

The expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors.

Estimates of pre-vesting option forfeitures are based on the Company’s experience. Currently the Company uses a forfeiture rate of 0 - 30% depending on when and to whom the options are granted. The Company adjusts its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment in the period of change and may impact the amount of compensation expense to be recognized in future periods.

The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

The weighted average risk-free interest rate represents interest rate for treasury constant maturities published by the Federal Reserve Board. If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel uses the weighted average of the two Federal Reserve securities closest to the expected term of the employee option.

Restricted Stock Units

Summarized information for restricted stock unit activity for the nine months ended September 30, 2015 is as follows:

		Restricted Stock Units				Weighted Average Grant Date Value Per Share
Non-vested at December 31, 2014			89,016			$	5.56
Granted			—			$	—
Vested			(89,016	)		$	5.56
Non-vested at September 30, 2015			—			$	—

During the nine months ended September 30, 2015, 89,016 restricted stock units vested. The Company did not issue any restricted stock units during the nine months ended September 30, 2015.