v3.19.3
Note 11 - Stock Options
9 Months Ended 12 Months Ended
Sep. 30, 2019
Dec. 31, 2018
Notes to Financial Statements    
Share-based Payment Arrangement [Text Block]

Note 11.  Stock Options

On May 3, 2019, in connection with the closing of the Merger, each outstanding Private Adynxx stock option, whether vested or unvested, was converted into a stock option to purchase shares of the Company’s common stock at the Exchange Ratio and, as a result, the Company issued options to purchase an aggregate of 690,058 shares of the Company’s common stock at exercise prices ranging from $1.11 to $3.06 per share.

Additionally, at the date of the Merger, Alliqua had outstanding employee options to purchase an aggregate of 57,822 shares of the post-Merger Company’s common stock at exercise prices ranging from $21.00 to $656.40 per share to former Alliqua option holders that were assumed as part of the merger. All Alliqua employees were terminated in connection with the Merger; however, such options have provisions that extend the expiration date beyond the employees’ termination date.

A summary of the Company’s stock option activity during the nine months ended September 30, 2019 is as follows (in thousands, except exercise prices):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Number of
Options

    

Weighted
Average
Exercise Price

    

Weighted
Average
Remaining
Life In Years

    

Intrinsic Value

 

Outstanding, December 31, 2018

 

690 

 

$

2.76 

 

 

 

 

 

 

Alliqua options assumed in Merger

 

58 

 

 

289.76 

 

 

 

 

 

 

Exercised

 

— 

 

 

— 

 

 

 

 

 

 

Expired

 

(17)

 

 

93.48 

 

 

 

 

 

 

Outstanding, September 30, 2019

 

731 

 

$

23.38 

 

6.1 

 

$

33 

 

Exercisable, September 30, 2019

 

550 

 

$

30.07 

 

5.8 

 

$

33 

 

 

A summary of the Company’s stock options as of September 30, 2019 is as follows (in thousands, except exercise prices):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

Range of Exercise Price

    

Weighted
Average
Exercise
Price

    

Outstanding
Number of
Options

    

Weighted
Average
Exercise
Price

    

Weighted
Average
Remaining
Life In Years

    

Exercisable
Number of
Options

 

$1.11 – $1.38

 

$

1.11 

 

73 

 

$

1.11 

 

2.2 

 

73 

 

1.39 – 3.05

 

 

1.39 

 

37 

 

 

1.39 

 

2.9 

 

37 

 

3.06 – 196.79

 

 

3.06 

 

580 

 

 

3.06 

 

7.2 

 

399 

 

196.80 – 656.40

 

 

370.21 

 

41 

 

 

370.21 

 

0.7 

 

41 

 

 

 

$

23.38 

 

731 

 

$

30.07 

 

5.8 

 

550 

 

 

The Company did not grant any stock options to employees during the nine months ended September 30, 2019. Stock-based compensation expense recorded in research and development and general and administrative expenses was $225,000 and $204,000 for the nine months ended September 30, 2018 and 2019, respectively. As of September 30, 2019, unrecognized stock-based compensation expense related to employees totaled approximately $327,000, which is expected to be recognized over approximately 1.3 years.

Stock-based compensation expense recorded in exchange for services related to non-employee options was $0 and $48,000 for the nine months ended September 30, 2018 and 2019, respectively. As of September 30, 2019, there was no unrecognized stock-based compensation expense related to unvested non-employees stock options.

Note 9.     Stock Option Plans

In December 2010, the Company  adopted  the 2010 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of stock options to employees and consultants of the Company.  Options granted under the Plan may be either incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”). ISOs may be granted only to Company  employees (including officers and directors who are also employees). NSOs may be granted to Company  employees and consultants. The Company  has 19,222,032 shares of common stock reserved for issuance under the Plan as of December 31, 2018.

Options under the Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined  by the Board of Directors  provided, however, that the exercise price of an ISO and NSO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years.

The following table summarizes stock option activity under the Company’s stock plan and related information (in thousands, except exercise prices and years):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Options

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

 

 

 

 

Average

 

Remaining

 

 

 

 

 

Shares

 

 

 

Exercise

 

Contractual

 

Aggregate

 

 

Available

 

Options

 

Price

 

Life

 

Intrinsic

 

    

For Grant

    

Outstanding

    

Per Share

    

(in years)

 

Value(a)

Balance at December 31, 2016

 

5

 

19,222

 

$

0.10

 

9.4

 

 

  

Balance at December 31, 2017

 

5

 

19,222

 

$

0.10

 

8.4

 

$

6,639

Balance at December 31, 2018

 

5

 

19,222

 

$

 0.10

 

 7.4

 

$

 6,956

Vested and expected to vest as of December 31, 2018

 

 

 

19,222

 

$

0.10

 

7.4

 

$

6,956

Exercisable at December 31, 2018

 

 

 

11,146

 

$

0.09

 

7.4

 

$

4,119


(a)

The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the Company’s common stock of $0.46 and $0.44 per share as of December 31, 2018 and 2017.

The Company  did not grant any common stock options to employees during the years ended December 31, 2017 and 2018. Stock-based compensation expense recorded in research and development and general and administrative expenses was $301,000 and $293,000 for the years ended December 31, 2017 and 2018, respectively. As of December 31, 2018, unrecognized stock-based  compensation expense related to employees totaled approximately $531,000, which is expected to be recognized over approximately 2.0 years.

Stock Options Granted to Non-Employees

Stock-based compensation expense recorded in exchange for services related to non-employee options was $0 and $16,000 for the years ended December 31, 2017 and 2018, respectively.

As of December 31, 2018, unrecognized stock-based  compensation expense related to unvested non-employees stock options was approximately $48,000, which is expected to be recognized over a weighted-average  period of nine months.