Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

Stock-Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation

12. Stock-Based Compensation


2018 Equity Incentive Plan


In connection with the consummation of the Reverse Merger and Recapitalization, our board of directors adopted, and our stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants who perform services to the Successor or any parent or subsidiary, and to promote the success of our business. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares.


A total of 2,729,416 shares of common stock are reserved for issuance pursuant to the 2018 Plan. In addition, the shares of common stock reserved for issuance under the 2018 Plan also will include any shares of common stock subject to stock options, restricted stock units or similar awards granted under the 2009 Equity Incentive Plan (the “2009 Plan”), that, on or after the Reverse Merger and Recapitalization, are assumed in connection with the Reverse Merger and Recapitalization, expire or otherwise terminate without having been exercised in full and shares of common stock issued pursuant to awards granted under the 2009 Plan that, on or after the Reverse Merger and Recapitalization, are forfeited to or repurchased by us, with the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing equal to 2,372,893. Currently, no awards have been granted under the 2018 Plan.


2009 Equity Incentive Plan


In 2009, the Company adopted its 2009 Equity Incentive Plan (the “Plan”), which allowed for the granting of incentive and non-statutory stock options, as defined by the Internal Revenue Code, to employees, directors, and consultants. The exercise price of the options granted is generally equal to the value of the Company’s common stock on the date of grant, as determined by the Company’s Board of Directors. The awards are exercisable and vest, generally over four years, in accordance with each option agreement. The term of each option is no more than ten years from the date of the grant. The Plan allows for options to be immediately exercisable, subject to the Company’s right of repurchase for unvested shares at the original exercise price. The total amount received in exchange for these shares has been included in accrued expenses on the accompanying consolidated balance sheets and is reclassified to equity as the shares vest. As of December 31, 2018 and 2017, 40,707 and 22,451 shares were unvested amounting to $34 and $12 in accrued expenses, respectively. Effective with the Reverse Merger and Recapitalization, no additional grants will be made under the Plan. The Plan had 0 and 1,932,300 shares of common stock reserved for issuance as of December 31, 2018 and 2017, respectively.


Stock-Based Compensation


The Company accounts for stock-based compensation under provisions which require that share-based payment transactions with employees be recognized in the financial statements based on their fair value and recognized as compensation expense over the vesting period. The amount of expense recognized during the period is affected by subjective assumptions, including estimates of the Company’s future volatility, the expected term for its stock options, the number of options expected to ultimately vest, and the timing of vesting for the Company’s share-based awards.


The Company uses a Black-Scholes option-pricing model to estimate the fair value of its stock option awards. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:


  Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s estimated volatility through December 31, 2018, was based on a weighted average of the historical stock volatilities of similar peer companies whose stock prices were publicly available. The calculation of estimated volatility is based in part on historical stock prices of these peer entities over a period equal to the expected life of the awards. The Company may continue to use the historical volatility of peer entities when it does not have a sufficient trading history for its common stock. As more historical data for its common stock becomes available, the Company will begin to use historical stock price volatility to determine expected stock price volatility.


  The expected term represents the period of time that awards granted are expected to be outstanding. Through December 31, 2018, the Company calculated the expected term using the simplified method as the Company did not have enough historical data to allow for a weighted average term based on historical exercise patterns.


  The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the stock option award is granted with a maturity equal to the expected term of the stock option award.


  The assumed dividend yield is based on the Company’s expectation that it will not pay dividends in the foreseeable future.


The Company uses historical data to estimate the number of future stock option forfeitures. Stock-based compensation recorded on the Company’s consolidated statements of operations and comprehensive loss is based on awards expected to ultimately vest and has been reduced for estimated forfeitures. The Company’s estimated forfeiture rates may differ from its actual forfeitures, which would affect the amount of expense recognized during the period.


Valuation of Stock Options


The assumptions used to compute stock-based compensation costs for the stock options granted during the years ended December 31 are as follows:


    Year Ended  
    December 31,     December 31,  
    2018     2017  
Weighted average risk-free rate     2.51 %     2.00 %
Expected dividend yield            
Weighted average expected life (years)     6.08       6.84  
Weighted average volatility     56.87 %     67.70 %


A summary of the Company’s stock option activity under the Plan and related information is as follows:


        Number of Shares     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (years)     Aggregate Intrinsic Value  
12/31/2016   Ending Outstanding     1,226,739     $ 0.54       7.62     $ 24  
    Granted     432,148       0.52                  
    Exercised     (53,251 )     0.45                  
    Cancelled/Expired     (188,263 )     0.53                  
12/31/2017   Beginning Outstanding     1,417,373     $ 0.54       7.18     $ 53  
    Granted     1,770,225       1.11                  
    Exercised     (293,778 )     0.58                  
    Cancelled/Expired     (528,997 )     0.78                  
12/31/2018   Ending Outstanding     2,364,823     $ 0.90       8.12     $ 71,332  
    Options vested and exercisable     1,161,287     $ 0.57       5.75     $ 35,411  


The weighted average grant-date fair value of stock options granted during the years ended December 31, 2018 and 2017, was $0.15 and $0.28, respectively. The total fair value for options vested during the years ended December 31, 2018 and 2017, was $343 and $113, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the date of exercise and the exercise price for in-the-money options. The aggregate intrinsic value of options at December 31, 2018 is based on the Company’s stock price trading price on Nasdaq capital markets. The aggregate intrinsic value of options at December 31, 2017, is based on the Company’s estimated stock price on that date of $0.24 per share. As of December 31, 2018 and 2017, there was $640 and $181 of unrecognized compensation expense, respectively, for stock options and awards that is expected to be recognized on a straight-line basis over a weighted average period of approximately 2.7 years. There were 293,778 and 53,251 options exercised in 2018 and 2017, respectively, with an aggregate intrinsic value of $483 and $4, respectively.


Compensation Cost


Compensation cost that has been included on the Company’s consolidated statements of operations for all stock-based compensation arrangements for the years ended December 31 is detailed as follows:


    Year Ended  
    December 31,     December 31,  
Stock-based compensation   2018     2017  
Cost of revenues   $ 45     $ 23  
Sales and marketing     42       25  
General and administrative     313       42  
Research and development     50       28  
Total stock-based compensation   $ 450     $ 118