Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

v2.4.0.8
Share-Based Compensation
12 Months Ended
Jun. 30, 2013
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 Statements of Operations (in thousands):
 
 
 
For the Years Ended
June 30,
 
 
 
2013
 
2012
 
Research and development
 
$
192
 
$
191
 
General and administrative
 
 
1,071
 
 
2,492
 
Total share-based compensation
 
$
1,263
 
$
2,683
 
 
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. Under the provisions of the Plan, the Company may grant options to purchase stock and/or make awards of restricted stock up to an aggregate amount of 10 million shares. 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 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. As of June 30, 2013, there were approximately 3.2 million shares of common stock reserved for future issuance under the Plan.
 
During the years ended June 30, 2013 and 2012, the Company granted stock options to members of the Board of Directors and officers to purchase approximately 1.2 million and 1.0 million shares of common stock, respectively. 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 $1.01 per share and $1.90 per share, respectively. See Note 15 – Related Party Transactions for additional information.
  
The following table summarizes all stock option activity for the year ended June 30, 2013:
 
 
 
Stock
Options
 
Weighted-
average
Exercise
Price
 
Weighted-
average
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic Value
(in thousands)
 
Outstanding as of June 30, 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
 
Vested and expected to vest as of June 30, 2013
 
 
6,736,548
 
$
1.45
 
 
7.5
 
$
161
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable as of June 30, 2013
 
 
4,266,604
 
$
1.54
 
 
7.0
 
$
139
 
 
 
 
The total fair value of stock options that vested during the years ended June 30, 2013 and 2012 was approximately $2.5 million and $0.7 million, respectively. As of June 30, 2013, there was approximately $2.0 million of total unrecognized compensation cost related to stock options granted which the Company expects to recognize over a weighted-average period of 2.6 years.
 
The weighted-average grant date fair value of the stock options granted during the years ended June 30, 2013 and 2012 was $0.90 per share and $1.56 per share, respectively. The Company estimated the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:
 
 
 
2013
 
2012
 
Risk-free interest rate
 
 
1.3% - 2.0%
 
 
0.2% - 2.2%
 
Dividend yield
 
 
0%
 
 
0%
 
Volatility
 
 
98.9% - 100.8%
 
 
94.8% - 101.0%
 
Expected term (in years)
 
 
9
 
 
9 - 10
 
 
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, 2013, the Company recorded modification charges to research and development and to general and administrative expenses of approximately $16,000 and $49,000, respectively. For the year ended June 30, 2012, the Company recorded modification charges to research and development and to general and administrative expenses of approximately $17,000 and $552,000, 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 have an exercise price of $1.00 per share and expire two years from the date of issuance. In October 2011, the Company issued 100,000 fully vested warrants to a consultant for investor relations services. These warrants have an exercise price of $2.00 per share and expire two years from the date of issuance. The grant date fair values of approximately $33,000 and $71,000, respectively, were 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.