|9 Months Ended|
Sep. 30, 2018
|Disclosure of Compensation Related Costs, Share-based Payments [Abstract]|
In April 2014, the Company adopted the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). Pursuant to the 2014 Plan, the Company’s Board of Directors may grant incentive and nonqualified stock options and restricted stock to employees, officers, directors, consultants and advisors. On January 1, 2017, pursuant to an annual evergreen provision contained in the 2014 Plan, the number of shares reserved for future grants was increased by 3,127,722 shares. As of December 31, 2017, there was a total of 13,043,739 shares reserved for issuance under the 2014 Plan and there were 4,460,334 shares available for future grants. Options issued under the 2014 Plan generally vest over 4 years from the date of grant in multiple tranches and are exercisable for up to 10 years from the date of issuance.
Pursuant to the terms of an annual evergreen provision in the 2014 Plan, the number of shares of common stock available for issuance under the 2014 Plan shall automatically increase on January 1 of each year by at least seven percent (7%) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, or, pursuant to the terms of the 2014 Plan, in any year, the Board of Directors may determine that such increase will provide for a lesser number of shares. In accordance with the terms of the 2014 Plan, effective as of January 1, 2018, the number of shares of common stock available for issuance under the 2014 Plan increased by 2,500,000 shares, such amount being less than seven percent (7%) of the outstanding shares of common stock on December 31, 2017. As of January 1, 2018, the 2014 Plan had a total reserve of 15,543,739 shares and there were 6,960,334 shares available for future grants. As of September 30, 2018, there were 5,241,990 shares available for future grants.
For stock options issued and outstanding for the three months ended September 30, 2018 and 2017, the Company recorded non-cash, stock-based compensation expense of $1,958,917 ($1,943,865 for employees and $15,052 for non-employees) and $1,351,284 ($1,213,552 for employees and $137,732 for non-employees), respectively, net of estimated forfeitures. For stock options issued and outstanding for the nine months ended September 30, 2018 and 2017, the Company recorded non-cash, stock-based compensation expense of $5,659,928 ($5,584,313 for employees and $75,615 for non-employees) and $4,233,511 ($3,302,437 for employees and $931,073 for non-employees), respectively, net of estimated forfeitures.
The fair value of each option award for employees is estimated on the date of grant and for non-employees is estimated at the end of each reporting period until vested using the Black-Scholes option pricing model that uses the assumptions noted in the following table. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises and employee terminations in order to estimate its forfeiture rate. The expected term of options granted under the 2014 Plan, all of which qualify as “plain vanilla” per SEC Staff Accounting Bulletin 107, is determined based on the simplified method due to the Company’s limited operating history, and is 6.25 years based on the average between the vesting period and the contractual life of the option. For non-employee options, the expected term is the contractual term. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with the option.
The weighted average assumptions used principally in determining the fair value of options granted to employees were as follows:
A summary of option activity for the nine months ended September 30, 2018 and is presented below:
The weighted average grant-date fair value of options granted during the nine months ended September 30, 2018 and 2017 was $5.67 and $6.22 per share, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2018 and 2017 was approximately $494,360 and $1,935,624, respectively. The total fair value of options that were vested as of September 30, 2018 and 2017 was $12,359,043 and $5,806,159, respectively. As of September 30, 2018, there was approximately $16,378,737 of total unrecognized compensation expense, related to non-vested share-based option compensation arrangements. The unrecognized compensation expense is estimated to be recognized over a period of 2.69 years as of September 30, 2018.
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef