Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

v2.4.0.8
Share-Based Compensation
12 Months Ended
Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
13.
Share-Based Compensation
 
The following table summarizes the components of share-based compensation expense in the Consolidated Statements of Operations (in thousands):
 
 
 
Year Ended
June 30,
 
 
 
2014
 
2013
 
Research and development
 
$
97
 
$
192
 
General and administrative
 
 
978
 
 
1,071
 
Totals
 
$
1,075
 
$
1,263
 
 
Stock Options 
On August 12, 2008, the Company adopted the iBioPharma 2008 Omnibus Equity Incentive Plan (the “Plan”) for employees, officers, directors and external service providers. The original Plan provided that the Company may grant options to purchase stock and/or make awards of restricted stock up to an aggregate amount of 10 million shares. On December 18, 2013, the Plan was amended to increase the number of shares reserved for awards under the Plan from 10 million to 15 million.   As of June 30, 2014, there were approximately 6.5 million shares of common stock reserved for future issuance under the Plan. Stock options granted under the Plan may be either incentive stock options (as defined by Section 422 of the Internal Revenue Code of 1986, as amended) or non-qualified stock options at the discretion of the Board of Directors. Vesting of service awards occurs ratably on the anniversary of the grant date over the service period, generally three or five years, as determined at the time of grant. Vesting of performance awards occurs when the performance criteria have been satisfied. The Company uses historical data to estimate forfeiture rates.
 
During the years ended June 30, 2014 and 2013, the Company granted stock options to members of the Board of Directors and officers to purchase approximately 1.1 million and 1.2 million shares of common stock. These options vest ratably on the anniversary of the date of grant over a three to five year service period, expire ten years from the date of grant, and have a weighted-average exercise price of $.51 per share and $1.01 per share, respectively.
 
The following table summarizes all stock option activity during the years ended June 30, 2014 and 2013:
 
 
 
Stock
Options
 
Weighted-
average
Exercise
Price
 
Weighted-
average
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic Value
(in thousands)
 
Outstanding as of July 1, 2012
 
 
5,510,000
 
$
1.56
 
 
8.1
 
$
494
 
Granted
 
 
1,330,000
 
$
1.02
 
 
 
 
 
 
 
Forfeited
 
 
(80,000)
 
$
1.55
 
 
 
 
 
 
 
Outstanding as of June 30, 2013
 
 
6,760,000
 
$
1.45
 
 
7.5
 
$
161
 
Granted
 
 
1,990,000
 
$
0.47
 
 
 
 
 
 
 
Forfeited
 
 
(266,666)
 
$
0.62
 
 
 
 
 
 
 
Outstanding as of June 30, 2014
 
 
8,483,334
 
$
1.25
 
 
7.0
 
$
179
 
As of June 30, 2014 vested and expected to vest
 
 
8,396,500
 
$
1.25
 
 
7.0
 
$
178
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable as of June 30, 2014
 
 
5,288,542
 
$
1.48
 
 
6.2
 
$
161
 
 
The total fair value of stock options that vested during the years ended June 30, 2014 and 2013 was approximately $1.1 million and $2.5 million, respectively. As of June 30, 2014, there was approximately $1.4 million of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 2.4 years.
 
The weighted-average grant date fair value of stock options granted during the year ended June 30, 2014 and 2013 was $0.40 and $0.90 per share, respectively.  The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:
 
 
 
2014
 
2013
 
Risk-free interest rate
 
2.3% - 2.7%
 
1.3% - 2.0%
 
Dividend yield
 
0%
 
0%
 
Volatility
 
97.4% - 100.6%
 
98.9% - 100.8%
 
Expected term (in years)
 
9
 
9
 
 
In November and December 2011, the Board of Directors modified the cancellation provision of previously issued options, permitting an option holder, upon termination without cause, to exercise the vested portion of an option post-termination for up to ten years after the grant date (the life of the option). Option awards granted in the current period also include this provision. Effective September 30, 2011, the Company ceased using the simplified method for share-based compensation expense and now estimates the expected term for each award to approximate its contractual term. The Company determined the effect of the modification to be approximately $633,000, based upon the difference in the fair market value of the options immediately before and after the modification occurred. For the year ended June 30, 2014, the Company recorded modification charges to research and development and to general and administrative expenses of approximately $0 and $14,000, respectively. For the year ended June 30, 2013, the Company recorded modification charges to research and development and to general and administrative expenses of approximately $16,000 and $49,000, respectively.
 
On February 29, 2012, the Company’s former Chief Scientific Officer terminated his employment with the Company and became a consultant to the Company as its Chief Scientific Advisor effective March 1, 2012. As Chief Scientific Officer, this individual received on February 25, 2010, an option grant to purchase 500,000 shares of common stock at an exercise price of $0.87, of which 200,000 options were vested at the time employment ceased. As compensation for the prospective role of Chief Scientific Advisor, the 300,000 unvested options were allowed to continue to vest in accordance with the original terms of the option grant, which vested ratably on the anniversary of the date of grant over a five year service period. The fair market value of the non-employee portion of option grant was initially estimated at $234,000. Options granted to non-employees are required to be marked-to-market each reporting period and their value will fluctuate accordingly. The grant will continue to be expensed over the remainder of the original five year service period.
 
Warrants
In July 2012, the Company issued 100,000 fully vested warrants to a consultant as payment for investor relations services. These warrants had an exercise price of $1.00 per share and expired two years from the date of issuance. The grant date fair value of approximately $33,000 was determined using the Black-Scholes option pricing model with similar inputs to those used to value stock options with the exception of the expected term. The warrants expired in July 2014.