Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock Options, Stock Purchase Plan and Warrants

v3.8.0.1
Stock Options, Stock Purchase Plan and Warrants
12 Months Ended
Dec. 31, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Options, Stock Purchase Plan and Warrants

Note K – Stock Options, Stock Purchase Plan and Warrants

Stock Option Plan

On May 25, 2017, the board of directors of Parent (the “Board of Directors”) further amended the Equity Incentive Plan, originally effective as of October 14, 2003, and previously amended and restated effective as of October 31, 2006, April 16, 2013, May 4, 2015 and December 21, 2015. The Amended Plan allows for the award of equity incentives, including stock options, stock appreciation rights, restricted stock awards, stock bonus awards, deferred stock awards, and other stock-based awards to certain employees, directors, or officers of, or key non-employee advisers or consultants, including contracted physicians to the Company or its subsidiaries. The Amended Plan, provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Amended Plan is 18,650,000.

As of December 31, 2017 and 2016, option and stock awards outstanding totaled 6,342,526 and 5,136,110 shares, respectively.  The outstanding options in 2016 include 200,000 options issued outside of the Amended Plan to Douglas VanOort, the Company’s Chairman and Chief Executive Officer.  As of December 31, 2017 and 2016, a total of approximately 5,440,222 and 1,670,205 shares, respectively, were available for future option and stock awards under the Amended Plan. Options typically expire after 5 years and generally vest over 3 or 4 years, but each grant’s expiration, vesting and exercise price provisions are determined at the time the awards are granted by the Compensation Committee of the Board of Directors.

The fair value of each stock option award granted during the years ended December 31, 2017, 2016 and 2015 was estimated as of the grant date using a trinomial lattice model with the following weighted average assumptions:

 

 

 

2017

 

 

2016

 

 

2015

 

Expected term (in years)

 

3.0 – 4.5

 

 

1.0 – 4.5

 

 

2.5 – 4.6

 

Risk-free interest rate (%)

 

 

1.5

%

 

 

1.1

%

 

 

1.2

%

Expected volatility (%)

 

 

49

%

 

 

54

%

 

 

51

%

Dividend yield (%)

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Weighted average fair value/share at grant date

 

$

2.26

 

 

$

2.23

 

 

$

1.84

 

 

The status of our stock options are summarized as follows: 

 

 

 

Number

Of

Shares

 

 

Weighted

Average

Exercise

Price

 

Outstanding at December 31, 2014

 

 

4,012,096

 

 

$

2.04

 

 

 

 

 

 

 

 

 

 

Granted

 

 

1,819,000

 

 

 

4.90

 

Exercised

 

 

(492,091

)

 

 

1.45

 

Canceled

 

 

(12,500

)

 

 

3.19

 

Outstanding at December 31, 2015

 

 

5,326,505

 

 

 

3.07

 

 

 

 

 

 

 

 

 

 

Granted

 

 

2,617,526

 

 

 

7.14

 

Exercised

 

 

(2,483,519

)

 

 

1.69

 

Canceled

 

 

(324,402

)

 

 

3.99

 

Outstanding at December 31, 2016

 

 

5,136,110

 

 

 

5.76

 

 

 

 

 

 

 

 

 

 

Granted

 

 

2,119,498

 

 

 

7.60

 

Exercised

 

 

(565,569

)

 

 

3.84

 

Canceled

 

 

(347,513

)

 

 

6.12

 

Outstanding at December 31, 2017

 

 

6,342,526

 

 

 

6.51

 

Exercisable at December 31, 2017

 

 

2,103,342

 

 

 

5.50

 

 

The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2017, as well as options granted, vested and forfeited during the year was as follows:

 

 

 

Number of

Options

 

 

Weighted

Average

Grant Date

Fair Value

 

Non-vested at December 31, 2016

 

 

4,008,478

 

 

$

2.09

 

Granted in 2017

 

 

2,119,498

 

 

 

2.26

 

Vested in 2017

 

 

(1,584,554

)

 

 

2.20

 

Forfeited in 2017

 

 

(304,237

)

 

 

2.38

 

Non-vested at December 31, 2017

 

 

4,239,185

 

 

 

2.29

 

 

The following table summarizes information about our options outstanding at December 31, 2017:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of

Exercise

Prices ($)

 

Number

Outstanding

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

Weighted

Average

Exercise

Price

 

 

Number

Exercisable

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

Weighted

Average

Exercise

Price

 

1.47 – 4.00

 

 

296,001

 

 

 

0.97

 

 

$

3.53

 

 

 

273,501

 

 

 

0.95

 

 

$

3.52

 

4.01 – 5.00

 

 

1,600,334

 

 

 

2.23

 

 

 

4.76

 

 

 

1,044,500

 

 

 

2.20

 

 

 

4.75

 

5.01 – 7.00

 

 

513,832

 

 

 

2.97

 

 

 

6.59

 

 

 

158,257

 

 

 

2.87

 

 

 

6.49

 

7.01 – 7.50

 

 

1,901,528

 

 

 

3.49

 

 

 

7.17

 

 

 

507,511

 

 

 

3.30

 

 

 

7.15

 

7.51 – 8.00

 

 

1,644,999

 

 

 

4.26

 

 

 

7.55

 

 

 

37,500

 

 

 

2.98

 

 

 

7.86

 

8.01 – 9.47

 

 

385,832

 

 

 

3.93

 

 

 

8.47

 

 

 

82,073

 

 

 

3.65

 

 

 

8.39

 

 

 

 

6,342,526

 

 

 

3.24

 

 

 

6.52

 

 

 

2,103,342

 

 

 

2.43

 

 

 

5.50

 

 

As of December 31, 2017, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $14.9 million and the aggregate intrinsic value of currently exercisable stock options was approximately $7.1 million. The intrinsic value of each option share is the difference between the fair market value of NeoGenomic’s common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $8.86 closing stock price of NeoGenomics Common Stock on December 29, 2017, the last trading day of 2017. The total number of in-the-money options outstanding and exercisable as of December 31, 2017 was approximately 2.1 million.

The total intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015 was approximately $2,772,000, $15,003,000 and $2,470,000, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options was approximately $2,170,000, $4,179,000 and $714,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

The total fair value of options granted during the years ended December 31, 2017, 2016 and 2015 was approximately $4,782,000, $6,493,000 and $3,347,000, respectively. The total fair value of option shares vested during the years ended December 31, 2017, 2016 and 2015 was approximately $3,617,000, $2,165,000 and $871,000.

We recognize stock-based compensation expense using the straight-line basis over the awards’ requisite service periods for employees and variably for non-employees due to the market-to-market adjustments at the end of each reporting period. Stock compensation cost recognized for the years ended December 31, 2017, 2016 and 2015 related to stock options was approximately $5,024,000, $4,978,000 and $2,889,000, respectively. As of December 31, 2017, there was approximately $5,056,000 of total unrecognized stock-based compensation cost related to unvested stock options granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of 1.0 years.

 

 

Employee Stock Purchase Plan

Effective January 1, 2007, the Company began sponsoring an Employee Stock Purchase Plan (“ESPP”), under which eligible employees could purchase common stock, by means of limited payroll deductions, at a 5% discount from the fair market value.  In accordance with ASC Topic 718-50, Compensation – Stock Compensation – Employee Share Purchase Plans, the ESPP was considered non-compensatory and did not require the recognition of compensation cost because the discount offered to employees did not exceed 5%.

On May 25, 2017, the Company amended the ESPP, increasing the discount from 5% to 15%.  As a result of this change, we have recorded stock-based compensation expense related to the ESPP for the period ended December 31, 2017 in the amount of approximately $98,000.  Shares issued pursuant to this plan were 108,599, 98,672 and 73,958 for the years ended December 31, 2017, 2016 and 2015, respectively.

Common Stock Warrants

From time to time, the Company issues warrants to purchase its common stock. These warrants have been issued for consulting services, in connection with the Company’s credit facilities and sales of its common stock and in connection with employment agreements and for compensation to directors. These warrants are valued using trinomial lattice pricing model and using the volatility, market price, strike price, risk-free interest rate and dividend yield appropriate at the date the warrants were issued.    There are no warrants outstanding as of December 31, 2017.

On January 9, 2012, we granted performance incentive warrants to Dr. Albitar to purchase 200,000 shares of the Company’s common stock (the “Albitar Warrants”) at an exercise price per share of $1.43.  During the year ended December 31, 2016, all of these warrants were fully vested and exercised.  The warrants were scheduled to expire on January 9, 2017.  Warrant compensation expense (gain) for these warrants is recorded in research and development as the expense is related to performance based warrants to a non-employee.  We recorded no warrant compensation expense for the year ended December 31, 2017, a gain of $10,000 for the year ended December 31, 2016 and approximately $422,000 for the year ended December 31, 2015.  

On May 3, 2010, warrants to purchase 450,000 shares of common stock at an exercise price of $1.50 per share were granted to Mr. Steven C. Jones (see Note M). These warrants were subject to time and performance requirements, and were fully vested as of December 31, 2016.  These warrants were sold to a third party in September of 2016 and subsequently exercised in March of 2017.  There were no stock compensation expenses related to these warrants for the years ended December 31, 2017, 2016 or 2015.  

Warrant activity is summarized as follows:

 

 

Shares

 

 

Weighted Average

Exercise Price

 

Warrants outstanding, December 31, 2014

 

 

650,000

 

 

$

1.24

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Expired

 

 

 

 

 

 

Cancelled

 

 

 

 

 

 

Warrants outstanding, December 31, 2015

 

 

650,000

 

 

 

1.48

 

Granted

 

 

 

 

 

 

Exercised

 

 

(200,000

)

 

 

 

Expired

 

 

 

 

 

 

Cancelled

 

 

 

 

 

 

Warrants outstanding, December 31, 2016

 

 

450,000

 

 

 

1.50

 

Granted

 

 

 

 

 

 

Exercised

 

 

(450,000

)

 

 

1.50

 

Expired

 

 

 

 

 

 

Cancelled

 

 

 

 

 

 

Warrants outstanding, December 31, 2017

 

 

-

 

 

$

-

 

Warrants exercisable at December 31, 2017

 

 

-

 

 

$

-