|6 Months Ended|
Jun. 30, 2019
Note 10. Stock-Based Compensation
The Company’s 2017 Stock Incentive Plan (the “2017 Stock Plan”) became effective in August 2017 and will expire in August 2027. Under the 2017 Stock Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards.
As of June 30, 2019, there were 3,442,313 shares of the Company’s common stock authorized for issuance under the 2017 Stock Plan. Options granted under the 2017 Stock Plan have a term of ten years with vesting terms determined by the board of directors, which is generally four years.
The fair value of options granted during the six months ended June 30, 2019 was estimated using the Black-Scholes option-pricing model with the following assumptions.
Prior to the Company’s IPO, it did not have a history of market prices of its common stock and, as such, volatility was estimated using historical volatilities of similar public companies. The expected term of the employee awards is estimated based on the simplified method, which calculates the expected term based upon the midpoint of the term of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term of non-employee awards represents the awards contractual term. The expected dividend yield is 0% as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are based on the United States Treasury yield curve in effect at the time of grant, with maturities approximating the expected term of the stock options.
The following table summarizes information about stock option activity under the 2017 Stock Plan for the six months ended June 30, 2019 (in thousands, except share and per share data):
The Company granted 311,800 options to purchase shares of common stock during the six months ended June 30, 2019. There were 388,941 shares available for grant as of June 30, 2019.
The Company recognized stock-based compensation expense under the 2017 Stock Plan of $1,010 and $1,669 for the three and six months ended June 30, 2019, respectively. The Company recognized stock-based compensation expense under the 2017 Stock Plan of $669 and $1,860 for the three and six months ended June 30, 2018, respectively.
The total grant-date fair value of options was $2,097 and $0 for employees and non-employees, respectively, for the six months ended June 30, 2019.
Unrecognized compensation expense related to unvested awards as of June 30, 2019 was $4,943 for employees and $291 for non-employees and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.5 years for employees and 0.8 years for non-employees.
BioXcel has granted stock options to its employees under its own Equity Incentive Plan (“BioXcel Plan”). Stock-based compensation expense from the BioXcel Plan is allocated to the Company over the period over which those stock option awards vest and are based on the percentage of time spent on Company activities compared to BioXcel activities, which is the same basis used for allocation of salary costs. The BioXcel stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of these BioXcel stock option awards was determined using the Black Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded.
Share based compensation expense (income), net of forfeitures, recognized by the Company in its statements of operations related to BioXcel equity awards totaled approximately $20 and $76 for the three months ended June 30, 2019 and 2018, respectively and $43 and $199 for the six months ended June 30, 2019 and 2018, respectively.
Total share based compensation charges were approximately $1,030 and $741 for the three months ended June 30, 2019 and 2018, respectively and $1,712 and $2,060 for the six months ended June 30, 2019 and 2018, respectively.
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef