Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.19.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation

6. Stock-Based Compensation

 

Stock Incentive Plan

 

On October 31, 2014, after the closing of the Merger, the Board approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2014 Plan initially reserved 3,200,000 shares for future grants, and in October 2018, the Company increased the share reserve under the 2014 Plan to equal 10% of the number of issued and outstanding shares of common stock of the Company. The 2014 Plan authorizes the issuance of awards including stock options, stock appreciation rights, restricted stock, stock units and performance units to employees, directors, and consultants of the Company. As of June 30, 2019, the Company had 9,161,023 shares available for future grant under the 2014 Plan.

 

Stock Options

 

There was no option activity under the Company’s 2014 Plan during the three and six months ended June 30, 2019.

 

Restricted Stock Awards

 

There was no restricted stock award (“RSA”) activity under the Company’s 2014 Plan during the three and six months ended June 30, 2019.

 

On February 28, 2018, in conjunction with the signing of the K2C separation agreement discussed in Note 8 below, Mr. Lykos’ RSAs amounting to 325,000 shares vested immediately resulting in a Type III award modification and a credit to stock compensation of $98,042 for the three months ended March 31, 2018 due to a lower fair value of those shares as of the modification date.

 

On May 25, 2018, in conjunction with the signing of her separation agreement, the former Nemus CFO, Ms. Elizabeth Berecz’s RSA’s amounting to 350,000 shares vested immediately resulting in a Type III award modification and a credit to stock compensation of $97,183 for the three and six months ended June 30, 2018 due to a lower fair market value of those shares as of the modification date as compared to the fair value immediately prior to acceleration.

 

Awards Granted Outside the 2014 Plan

 

Options

 

There was no option activity outside of the 2014 Plan during the three and six months ended June 30, 2019.

 

On May 25, 2018, the Company entered into Stock Option Agreement with Douglas Cesario, CFO, granting 1,195,073, stock options with an exercise price equal to $0.25 and a grant date fair market value of $200,172. The options vest 25% on July 23, 2018, and the remaining 75% vest 1/33 on each of the next 33 months thereafter. Options will fully vest upon a Triggering Event, including a Sale of the Company or a Merger that results in change of control.

 

Restricted Stock Awards

 

The following is a summary of RSA activity outside of the Company’s 2014 Plan during the six months ended June 30, 2019:

 

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Unvested, December 31, 2018

 

 

900,000

 

 

$ 0.19

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

Released

 

 

(450,000 )

 

 

0.19

 

Unvested, June 30, 2019

 

 

450,000

 

 

$ 0.19

 

 

On February 28, 2018, in conjunction with the signing of the K2C separation agreement discussed in Note 8 below, Mr. Lykos’ Restricted stock awards amounting to 900,000 shares became immediately vested resulting in a Type III award modification and stock compensation expense of $216,000 for the three months ended March 31, 2018, due to an increase in the fair value of the award immediately before and after the modification date.

 

On May 25, 2018, in conjunction with the signing of her separation agreement discussed above, the former Nemus CFO, Ms. Elizabeth Berecz’s Restricted stock awards amounting to 700,000 shares became immediately vested resulting in the recording of compensation expense of $184,800 for the three and six months ended June 30, 2018, due to an increase in the fair value of the award immediately before and after the modification date.

 

Stock-Based Compensation Expense

 

The Company recognizes stock-based compensation expense using the straight-line method over the requisite service period. For the three months ended June 30, 2019 and 2018, the Company recognized stock-based compensation expense of $173,084 and $100,603, respectively (including compensation expense for RSAs discussed above), which was recorded as a general and administrative expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). For the six months ended June 30, 2019 and 2018, the Company recognized stock-based compensation expense of $344,577 and $330,212, respectively (including compensation expense for RSAs discussed above), which was recorded as a general and administrative expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). The total amount of unrecognized compensation cost was $404,304 as of June 30, 2019. This amount will be recognized over a weighted average period of 0.92 years.