Annual report pursuant to Section 13 and 15(d)

12. Share-Based Payments

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12. Share-Based Payments
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Payments

Total share-based compensation related to stock options, RSUs, common stock awards, and non-financing warrants was approximately $1.8 million and $3.2 million for the years ended December 31, 2017 and 2016, respectively. (See Note 11, Stockholders’ Equity for a discussion of the non-financing warrants.)

  

Share-based payments is classified in the consolidated statements of comprehensive loss as follows:

 

    Year Ended December 31,  
    2017     2016  
Research and development expenses   $ 101,401     $ 1,425,995  
General and administrative expenses     1,691,692       1,798,657  
    $ 1,793,093     $ 3,224,652  

 

Stock Option Modifications

 

During the years ended December 31, 2017 and 2016, the Company modified certain former employee stock option awards to extend the expiry dates through March 31, 2018 and 2017, respectively. As a result of the modifications, the Company recognized approximately $4,000 and $24,000 in incremental compensation expense during the years ended December 31, 2017 and 2016, respectively, which was charged to general and administrative expense in the consolidated statements of comprehensive loss.

 

In August 2016, the Company modified the exercise price and vesting of certain employee and non-employee stock option awards resulting in a change in incremental value and catch up of share-based amortization of approximately $0.2 million, which was charged to administrative and research and development expense.

 

In November 2017, the Company accelerated the vesting and extended the exercise period post termination for certain employees, including the Company’s former Chief Executive Officer. These modifications resulted in a change in incremental value and catch up of share-based amortization of approximately $0.2 million, which was charged to general and administrative expense.

 

Stock Options

 

The Company grants stock option awards and RSUs to employees and non-employees with varying vesting terms under the Xenetic Biosciences, Inc. Amended and Restated Equity Incentive Plan (“Stock Plan”). The Company measures the fair value of stock option awards using the Black-Scholes option pricing model, which uses the assumptions noted in the tables below, including the risk-free interest rate, expected term, share price volatility, dividend yield and forfeiture rate. The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the option. For employee stock options issued in 2017 and 2016 that qualify as “plain vanilla” stock options, the expected term is based on the simplified method. The Company has a limited history of stock option exercises, which does not provide a reasonable basis for the Company to estimate the expected term of employee stock options. For all other employee stock options, the Company estimates the expected life using judgment based on the anticipated research and development milestones of the Company’s clinical projects and behavior of the Company’s employees. The expected life of non-employee options is the contractual life of the option. The Company determines the expected volatility based on a blended volatility rate of its own historical volatility with that of comparable publicly traded companies with drug candidates in similar therapeutic areas and stages of nonclinical and clinical development to the Company’s drug candidates. The Company has applied an expected dividend yield of 0% as the Company has not historically declared a dividend and does not anticipate declaring a dividend during the expected life of the options. Further, the Company has applied a forfeiture rate of 0% as the Company has not historically experienced forfeitures. Effective January 1, 2017, the Company adopted ASU 2016-09 and elected to account for forfeitures as they occur.

 

Employee Stock Options

 

During the years ended December 31, 2017 and 2016, 700,000 and 603,622 total stock options to purchase shares of common stock were granted by the Company, respectively. The weighted average grant date fair value per option share was $2.70 and $2.94, respectively. No stock options were exercised during the years ended December 31, 2017 and 2016.

  

During the years ended December 31, 2017 and 2016, 340,930 and 212,472 total stock options vested, with total fair values of approximately $1.9 million and $1.7 million, respectively. As of December 31, 2017, there was approximately $2.1 million of unrecognized share-based payments related to employee stock options that are expected to vest. The Company expects to recognize this expense over a weighted-average period of approximately 1.9 years.

  

Key assumptions used in the Black-Scholes option pricing model for options granted to employees during the years ending December 31, 2017 and 2016 are as follows:

 

    Year Ended December 31,  
    2017     2016  
Weighted-average expected dividend yield (%)            
Weighted-average expected volatility (%)     111.37       110.11  
Weighted-average risk-free interest rate (%)     1.79       1.63  
Weighted-average expected life of option (years)     5.36       5.92  
Weighted-average exercise price ($)     3.34       3.49  

 

The following is a summary of employee stock option activity for the years ended December 31, 2017 and 2016:

 

    Number of
shares
    Weighted-
average
exercise
price
    Weighted-
average
remaining
life
(years)
    Aggregate
intrinsic
value
 
Outstanding as of January 1, 2016     619,259       15.22       8.92     $ 1,915,942  
Granted     603,622       3.49                  
Expired     (29,169 )     12.38                  
Outstanding as of December 31, 2016     1,193,712       4.43       8.94     $ 526,073  
Granted     700,000       3.34                  
Expired     (113,343 )     4.61                  
Outstanding as of December 31, 2017     1,780,369       3.99       8.53     $ 5,273  
                                 
Vested or expected to vest as of December 31, 2017     1,755,369       4.02       8.51     $ 5,273  
                                 
Exercisable as of December 31, 2016     440,092     $ 5.60       8.94     $ 55,109  
Exercisable as of December 31, 2017     731,895     $ 4.84       7.44     $ 5,273  

 

A summary of the status of the Company’s non-vested employee stock option shares as of December 31, 2017, and the changes during the year ended December 31, 2017, is as follows:

 

    Number of
shares
    Weighted-
average
grant date
fair value
 
Balance as of January 1, 2017     753,620     $ 4.49  
Granted     700,000     $ 2.70  
Forfeited     (64,218 )   $ 6.15  
Vested     (340,928 )   $ 5.87  
Balance as of December 31, 2017     1,048,474     $ 2.86  

  

Restricted Stock Units

 

For the year ended December 31, 2017, the Company granted 50,000 restricted stock units (“RSUs”). The RSUs vest annually over a 3-year period and had a grant date fair value of $2.11. No RSUs were vested and none expired during the year ended December 31, 2017.

 

Non-Employee Stock Options

 

Share-based payments expense related to stock options granted to non-employees is recognized as the services are rendered on a straight-line basis. The Company determined that the fair value of the stock options is more reliably measurable than the fair value of the services received. Compensation expense related to stock options granted to non-employees is subject to re-measurement at each reporting period until the options vest.

 

No options were granted to non-employees and none were exercised during the years ended December 31, 2017 and 2016, respectively.

 

During the year ended December 31, 2017 and 2016, 10,101 and 17,857 total stock options vested, with total fair values of approximately $0.1 million and $0.2 million, respectively. As of December 31, 2017, all non-employees stock options had vested. For the years ended December 31, 2017 and 2016, the Company recognized approximately $0.1 million in each period, respectively, of compensation expense related to non-employee options.

   

The following is a summary of non-employee stock option activity for the years ended December 31, 2017 and 2016:

 

  Number of
shares
    Weighted-
average
exercise
price
    Weighted-
average
remaining
life
(years)
    Aggregate
intrinsic
value
 
Outstanding as of January 1, 2016     57,442     $ 13.39       8.23     $ 220,764  
Granted                              
Outstanding as of December 31, 2016     57,442       7.57       7.23     $  
Granted                              
Expired     (723 )     10.34             $    
Outstanding as of December 31, 2017     56,719       7.53       6.31     $  
Vested or expected to vest as of December 31, 2017     56,719       7.53       6.31     $  
Exercisable as of December 31, 2016     47,341     $ 8.21       6.92     $  
Exercisable as of December 31, 2017     56,719     $ 7.53       6.31     $  

 

A summary of the status of the Company’s non-vested non-employee stock option shares as of December 31, 2017, and the changes during the year ended December 31, 2017 is as follows:

 

    Number of
shares
    Weighted-
average
grant date
fair value
 
Balance as of January 1, 2017     10,101     $ 13.13  
Vested     (10,101 )   $ 13.13  
Balance as of December 31, 2017         $  

  

Common Stock Awards

 

The Company granted common stock awards to several non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized as services are rendered on a straight-line basis. A summary of the Company’s common stock awards granted and issued during the years ended December 31, 2017 and 2016 are as follows:

 

    Number of shares  
Balance as of January 1, 2016     22,887  
Granted     26,760  
Issued     (19,857 )
Balance as of December 31, 2016     29,790  
Granted     41,800  
Settled in cash     (8,773 )
Balance as of December 31, 2017     62,817  

 

The Company granted 41,800 and 26,760 shares of common stock during the years ended December 31, 2017 and 2016, respectively, in exchange for professional services. As all services were rendered in each respective period, expense related to common stock awards of approximately $0.1 million and $0.2 million was recognized during the years ended December 31, 2017 and 2016, respectively. The balance of the common stock awards has not been issued as of December 31, 2017.

 

Joint Share Ownership Plan

 

As of December 31, 2017 and 2016, there were approximately 0.3 million JSOP awards issued and outstanding to two former senior executives, respectively. Under the JSOP, shares in the Company are jointly purchased at fair market value by the participating executives and the trustees of the JSOP trust, with such shares held in the JSOP trust. For U.S. GAAP purposes the awards were valued as employee options and recorded as a reduction in equity as treasury shares until they are exercised by the employee. The JSOP awards are fully vested and have no expiration date. There were no compensation charges during the years ended December 31, 2017 and 2016, respectively.