Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

v3.3.0.814
Share-Based Compensation
12 Months Ended
Jun. 30, 2015
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,
 
 
 
2015
 
2014
 
Research and development
 
$
-
 
$
97
 
General and administrative
 
 
914
 
 
978
 
Totals
 
$
914
 
$
1,075
 
 
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, 2015, there were approximately 6.7 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.
 
Issuances of stock options during the year ended June 30, 2015 were as follows:
 
On September 5, 2014, the Company granted stock options to members of the Board of Directors, officers and employees to purchase 1.64 million shares of common stock. These options vest ratably on the anniversary of the date of grant over a three year service period, expire ten years from the date of grant, and have a weighted-average exercise price of $0.86 per share.
 
On November 20, 2014, the Company granted stock options to a consultant to purchase 100,000 shares of common stock. These options vest over a three year service period, expire four years from the date of grant, and have an exercise price of $1.15 per share.
 
On October 17, 2014, a consulting agreement dated March 1, 2012 with a former employee was terminated for cause. As a result, 500,000 options with an exercise price of $0.87 were cancelled.
 
Issuances of stock options during the year ended June 30, 2014 were as follows:
 
During the year ended June 30, 2014, the Company granted stock options to members of the Board of Directors and officers to purchase 1,060,000 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 an exercise price of $0.51 per share.
 
During the year ended June 30, 2014, the Company granted stock options to employees to purchase 730,000 shares of common stock. These options vest ratably on the anniversary of the date of grant over a two to three year service period, expire ten years from the date of grant, and have a weighted-average exercise price of $0.41 per share.
 
On August 14, 2013, the Company granted stock options to a consultant to purchase 200,000 shares of common stock. These options vested based on defined performance goals, expired ten years from the date of grant, and had an exercise price of $0.47 per share. The options were cancelled in January/February 2015.
 
Issuances of stock options for the period from July 1, 2015 to the date of the filing of this report were as follows:
 
On September 4, 2015, the Company granted stock options to members of the Board of Directors, officers and employees to purchase 2.55 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 an exercise price of $1.72 per share.
 
The following table summarizes all stock option activity during the years ended June 30, 2015 and 2014:
 
 
 
 
 
 
 
Weighted-
 
 
 
 
 
 
 
Weighted-
 
average
 
 
 
 
 
 
 
average
 
Remaining
 
Aggregate
 
 
 
Stock
 
Exercise
 
Contractual
 
Intrinsic Value
 
 
 
Options
 
Price
 
Term (in years)
 
(in thousands)
 
Outstanding as of July 1, 2013
 
6,760,000
 
$
1.45
 
7.5
 
$
161
 
Granted
 
1,990,000
 
$
0.47
 
 
 
 
 
 
Forfeited/expired
 
(266,666)
 
$
0.62
 
 
 
 
 
 
Outstanding as of June 30, 2014
 
8,483,334
 
$
1.25
 
7.0
 
$
179
 
Granted
 
1,740,000
 
$
0.88
 
 
 
 
 
 
Forfeited/expired
 
(700,000)
 
$
0.75
 
 
 
 
 
 
Outstanding as of June 30, 2015
 
9,523,334
 
$
1.22
 
6.6
 
$
1,848
 
As of June 30, 2015 vested and expected to vest
 
9,499,292
 
$
1.22
 
6.6
 
$
1,836
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable as of June 30, 2015
 
6,156,677
 
$
1.42
 
5.6
 
$
1,105
 
 
The total fair value of stock options that vested during both of the years ended June 30, 2015 and 2014 was approximately, $0.9 million and $1.1 million, respectively. As of June 30, 2015, there was approximately $1.2 million of total unrecognized compensation cost related to non-vested stock options that the Company expects to recognize over a weighted-average period of 1.9 years.
 
The weighted-average grant date fair value of stock options granted during the years ended June 30, 2015 and 2014 was $0.43 and $0.40 per share, respectively.  The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:
 
 
 
2015
 
2014
 
Risk-free interest rate
 
1.3% - 2.3%
 
2.3% - 2.7%
 
Dividend yield
 
0%
 
0%
 
Volatility
 
96.7% - 113.9%
 
97.4% - 100.6%
 
Expected term (in years)
 
4 - 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 $14,000.