Quarterly report pursuant to Section 13 or 15(d)

Share-based Compensation

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Share-based Compensation
9 Months Ended
Sep. 30, 2019
Share-based Compensation  
Share-based Compensation

12.    Share-based Compensation

 

On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. The Company has reserved a total of 2,000,000 shares of the Company’s common stock for awards under the 2019 Plan, all of which may be delivered pursuant to incentive stock options. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 500,000 shares of common stock.

Incentive stock options

In August 2019, pursuant to the terms of the 2019 Plan, the Company awarded options to purchase an aggregate of 1,000,000 shares of common stock to two of its employees and one contractor. Pursuant to the terms of the option agreements, 50% of such options vested on the date of grant, and the remaining 50% of such options will vest on the first anniversary of the date of grant.  The term of the options is ten years.

The following table contains information about the 2019 Plan as of September 30, 2019:

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Awards 

 

 

Awards Reserved for

 

 

 

Available for

 

 

Issuance

 

Awards Issued

 

Grant

2019 Plan

 

2,000,000

 

1,000,000

 

1,000,000

 

The following table summarizes the Company’s incentive stock option activity and related information for the nine months ended September 30, 2019:

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted Average

 

 

Number of 

 

Weighted Average

 

Contractual 

 

 

Options

 

Exercise Price

 

Term in Years

Outstanding at June 21, 2019

 

 —

 

 

 —

 

 —

Granted

 

1,000,000

 

$

0.053525

 

10.0

Exercised

 

 —

 

 

 —

 

 —

Forfeited

 

 —

 

 

 —

 

 —

Cancelled

 

 —

 

 

 —

 

 —

Expired

 

 —

 

 

 —

 

 —

Outstanding at September 30, 2019

 

1,000,000

 

$

0.053525

 

10.0

 

As of September 30, 2019, vested outstanding stock options had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock. As of September 30, 2019, there was approximately $3 of total unrecognized share-based compensation related to unvested stock options, which the Company expects to recognize over the next 12 months.

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period.  The following assumptions were used to calculate share-based compensation expense for nine months ended September 30, 2019:

 

 

 

 

 

Volatility

    

88.42

%

Risk-free interest rate

 

1.37% - 1.39

%

Dividend yield

 

0.0

%

Expected term

 

5.25 years

 

 

The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its stock-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two.

Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted-average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage.