Annual report pursuant to Section 13 and 15(d)

11. STOCK-BASED COMPENSATION

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11. STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION

The Company’s Amended 2013 Plan provides for the granting of stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards. As of December 31, 2016, the Company had 7,159,000 of authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards under the Amended 2013 Plan.

 

The stock options are exercisable at no less than the fair market value of the underlying shares on the date of grant, and restricted stock and restricted stock units are issued at a value not less than the fair market value of the common stock on the date of the grant. Generally, stock options awarded are vested in equal increments ranging from two to four years on the annual anniversary date on which such equity grants were awarded. The stock options generally have a maximum term of 10 years.

 

The Company recognized expense of $2,732,908 and $5,094,791 relating to stock options and warrants issued to employees, officers, directors and consultants for the years ended December 31, 2016 and 2015, respectively. The Company also recognized expense of $541,126 and $625,000 relating to common stock issued to employees, officers, directors and consultants during the years ended December 31, 2016 and 2015, respectively. For the year ended December 31, 2016, stock-based compensation of $3,274,034 and $0, was expensed to Selling, General and Administration and Research and Development, respectively. For the year ended December 31, 2015, stock-based compensation of $5,969,316 and $78,877, was expensed to Selling, General and Administration and Research and Development, respectively. As of December 31, 2016, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted to employees, officers, and directors was $2,197,527, which is expected to be recognized over a weighted-average period of 1.77 years.

 

The following table summarizes stock option activity for the Amended 2013 Plan during the years ended December 31, 2016 and 2015:

 

    Number of Shares     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Years)     Aggregate Intrinsic Value  
                         
Outstanding - December 31, 2014     6,470,000     $ 2.70       9.88     $  
Granted     3,605,000       0.71              
Exercised                        
Forfeited     (262,632 )     2.59              
Expired     (13,332 )     2.82              
Outstanding - December 31, 2015     9,799,036       1.97       9.20       57,800  
Granted     3,220,000       0.36              
Exercised                        
Forfeited     (74,631 )     0.55              
Expired     (103,405 )     2.34              
Outstanding - December 31, 2016     12,841,000       1.57       8.54       415,135  
                                 
Total exercisable - December 31, 2016     9,116,767       1.91       8.26       196,580  
Total unvested - December 31, 2016     3,724,233       0.75       9.22       218,555  
Total vested or expected to vest - December 31, 2016     12,841,000       1.57       8.54       415,135  

 

The following table summarizes unvested stock options for the Amended 2013 Plan as of December 31, 2016 and 2015:

 

      Number of Shares     Weighted Average Fair Value Per Share on Grant Date  
               
               
               
   Unvested stock options - December 31, 2014        3,421,131     $ 2.31  
   Granted        3,605,000       0.53  
   Vested        (4,252,444 )     1.36  
   Cancellations        (262,632 )     2.25  
   Unvested stock options - December 31, 2015        2,511,055       1.37  
   Granted        3,220,000       0.27  
   Vested        (1,932,191 )     0.96  
   Cancellations        (74,631 )     1.35  
   Unvested stock options - December 31, 2016        3,724,233       0.63  

 

The following table presents the weighted-average assumptions used by the Company for calculating the fair value of its employee, non-employee, officer and director stock options for the Amended 2013 Plan using the Black-Scholes valuation model that have been granted during the years ended December 31, 2016 and 2015:

  

  Years ended December 31,
  2016   2015
   Employees Weighted Average     Non-Employees Weighted Average     Employees Weighted Average     Non-Employees Weighted Average 
         
               
 Volatility  87.63%   90.38%   89.16%   96.68%
 Risk-Free Interest Rate  1.47%   1.37%   1.57%   2.12%
 Expected Term  5.68   10.00   5.30   10.00
 Dividend Rate  0.00%   0.00%   0.00%   0.00%
 Fair Value Per Share on Grant Date  $0.27   $0.32   $0.49   $1.68

 

The risk-free interest rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. The Company estimates the expected term for stock options awarded to employees, non-employees, officers and directors using the simplified method in accordance with ASC Topic 718, Stock Compensation, because the Company does not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. The Company estimates the expected term for stock options awarded to employees, non-employees, officers and directors using the contractual term. Expected volatility is calculated based on the Company’s peer group, consisting of five companies in the industry in which the Company does business because the Company does not have sufficient historical volatility data. The Company will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. In the future, as the Company gains historical data for volatility of its own stock and the actual term over which stock options are held, expected volatility and the expected term may change, which could substantially change the grant-date fair value of future stock option awards, and, consequently, compensation of future grants.

 

In connection with the completion of the development of an FDA current good manufacturing practice grade batch of successfully synthetically formulated “ready to ship” CBD for use in drug development activities, an aggregate of 2,750,000 options vested for three members of senior management outside of the Amended 2013 Plan. The following table summarizes stock option activity outside of the Amended 2013 Plan during the years ended December 31, 2016:

 

    Number of Shares     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Years)     Aggregate Intrinsic Value  
                   
Outstanding - December 31, 2015         $           $  
Granted     2,750,000       0.37                  
Exercised                        
Forfeited                        
Expired                        
Outstanding - December 31, 2016     2,750,000       0.37       9.77       170,500  
                                 
Total exercisable - December 31, 2016     2,750,000       0.37       9.77       170,500  
Total unvested - December 31, 2016                        
Total vested or expected to vest - December 31, 2016     2,750,000       0.37       9.77       170,500  

 

The following table summarizes unvested stock options outside of the Amended 2013 Plan as of December 31, 2016:

 

Unvested stock options - December 31, 2015           $  
  Granted        2,750,000       0.29  
  Vested        (2,750,000 )     0.29  
  Cancellations               
Unvested stock options - December 31, 2016               

 

At December 31, 2016, there were 8,250,000 remaining unvested stock options granted outside of the Amended 2013 Plan which vest upon the completion of future performance conditions.

 

The following table presents the weighted-average assumptions used by the Company for calculating the fair value of its employee stock options granted outside of the Amended 2013 Plan using the Black-Scholes valuation model during the year ended December 31, 2016:

 

   Employees Assumptions 
   
   
 Volatility  88.11%
 Risk-Free Interest Rate  1.22%
 Expected Term  5.00
 Dividend Rate  0.00%
 Fair Value Per Share on Grant Date  $0.29