The Company is authorized to issue 50,000,000 common shares with a par value of $0.0001 per share, of which 15,000,000 shares are designated as “Class A common stock.” As of March 31, 2017, there were 7,000,000 shares of Class A common stock issued and outstanding to Fortress. Dividends are to be distributed pro-rata to the Class A and common stock holders. The holders of common stock are entitled to one vote per share of common stock held. The Class A common stock holders are entitled to a number of votes per share equal to 1.1 times a fraction, the numerator of which is the sum of the shares of outstanding common stock and the denominator of which is the number of shares of Class A common stock. Accordingly, the holder of shares of Class A common stock will be able to control or significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Each share of Class A common stock is convertible, at the option of the holder thereof, into one (1) fully paid and non-assessable share of common stock subject to adjustment for stock splits and combinations.

The Company has in effect the Amended and Restated 2015 Incentive Plan (“2015 Incentive Plan’). The 2015 Incentive Plan was adopted in March 2015 by our stockholders. Under the 2015 Incentive Plan, the compensation committee of the Company’s board of directors is authorized to grant stock-based awards to directors, officers, employees and consultants. The plan authorizes grants to issue up to 2,000,000 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant.

 

Total shares available for the issuance of stock-based awards under the Company’s 2015 Incentive Plan was 251,000 shares at March 31, 2017.

In March 2015, the Company issued a restricted stock grant to Dr. Wayne Marasco for services in connection with its Scientific Advisory Board. Dr. Marasco was issued a grant for 1.5 million shares of common stock, which vested 25% on the first anniversary of the grant date and monthly thereafter for 48 months. These shares were issued outside of the Company’s 2015 Incentive Plan. The Company valued the restricted stock utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 44.8% and a weighted average cost of capital of 30%, resulting in a value of $0.065 per share on grant date. At March 31, 2017, the Company re-measured this non-employee restricted stock utilizing a market approach, based primarily upon a third party financing. Such valuation resulted in a value of $5.43 per share utilizing a volatility of 80%, a risk free rate of return of 2.10% and a term of five years. For the three months ended March 31, 2017 and 2016, in connection with this grant, the Company recorded expense of approximately $0.4 million and $0.8 million, respectively, in research and development expenses on the Company’s Condensed Statements of Operations.

 

Certain employees and directors have been awarded restricted stock under the 2015 Incentive Plan. The Company incurred approximately $0.4 million and $0.3 million related to stock-based compensation expense for the three months ended March 31, 2017 and 2016, respectively, which is included in general and administrative expenses on the Company’s Condensed Statements of Operations. The Company incurred approximately $50,000 and $0 related to stock-based compensation expense for the three months ended March 31, 2017 and 2016, respectively, which is included in research and development expenses on the Company’s Condensed Statements of Operations.

		Number of Units			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2016			2,533,063		$	2.93
Granted			70,000			5.43
Vested			(70,313)			0.07
Nonvested at March 31, 2017			2,532,750		$	3.07

As of March 31, 2017, there was $4.2 million of total unrecognized compensation cost related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 1.7 years. This amount does not include 333,334 shares of restricted stock outstanding as of March 31, 2017 which are performance-based and vest upon achievement of certain corporate milestones. Stock-based compensation for these awards will be measured and recorded if and when it is probable that the milestone will be achieved.

					Weighted Average			Weighted Average Remaining Contractual Life
		Stock Options			Exercise Price			(in years)
Outstanding as of December 31, 2016			60,000		$	5.43			9.96
Granted			-			-
Outstanding as of March 31, 2017			60,000		$	5.43			9.84

					Weighted Average			Weighted Average Remaining Contractual Life
		Warrants			Exercise Price			(in years)
Outstanding as of December 31, 2016			4,331,106		$	6.62			4.67
Granted			-			-
Outstanding as of March 31, 2017			4,331,106		$	6.62			4.42

		For the three months ended March 31,
		2017			2016
Research and development		$	406		$	767
General and administrative			573			321
Total stock-based compensation expense		$	979		$	1,088