Stockholders' Equity |
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| Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' Equity and Share-based Payments [Text Block] |
Note 5 - Stockholders’ Equity
Common Stock
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 June 30, 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.
Pursuant to the Founders Agreement, the Company issued 721,699 shares of common stock to Fortress for the Annual Equity Fee, representing 2.5% of the fully-diluted outstanding equity of Checkpoint on March 17, 2017 (see Notes 2 and 4).
Equity Incentive Plan 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. An amendment to the 2015 Incentive Plan was approved by stockholders in June 2017 to increase the shares available for issuance to 5,000,000 shares. The plan expires 10 years from the effective date of the amendment and limits the term of each option to no more than 10 years from the date of grant.
As of June 30, 2017, 3,211,000 shares are outstanding and available under the 2015 Incentive Plan. Restricted Stock 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 June 30, 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 $8.48 per share utilizing a volatility of 80%, a risk-free rate of return of 1.72% and a term of four years. For the three months ended June 30, 2017 and 2016, in connection with this grant, the Company recorded expense of approximately $1.9 million and $0.5 million, respectively, in research and development expenses on the Company’s Condensed Statements of Operations. For the six months ended June 30, 2017 and 2016, in connection with this grant, the Company recorded expense of approximately $2.3 million and $1.2 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 $0.4 million related to stock-based compensation expense for the three months ended June 30, 2017 and 2016, respectively, which is included in general and administrative expenses on the Company’s Condensed Statements of Operations. The Company incurred approximately $0.9 million and $0.7 million related to stock-based compensation expense for the six months ended June 30, 2017 and 2016, respectively, which is included in general and administrative expenses on the Company’s Condensed Statements of Operations. The Company incurred approximately $0.1 million and $0 related to stock-based compensation expense for the three months ended June 30, 2017 and 2016, respectively, which is included in research and development expenses on the Company’s Condensed Statements of Operations. The Company incurred approximately $0.1 million and $0 related to stock-based compensation expense for the six months ended June 30, 2017 and 2016, respectively, which is included in research and development expenses on the Company’s Condensed Statements of Operations.
The following table summarizes restricted stock award activity for the six months ended June 30, 2017.
As of June 30, 2017, there was $3.9 million of total unrecognized compensation cost related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 1.5 years. This amount does not include 333,334 shares of restricted stock outstanding as of June 30, 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.
Stock Options The following table summarizes stock option award activity for the six months ended June 30, 2017:
Upon the exercise of stock options, the Company will issue new shares of its common stock. Warrants A summary of warrant activities for the six months ended June 30, 2017 is presented below:
Upon the exercise of warrants, the Company will issue new shares of its common stock. Stock-Based Compensation The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2017 and 2016 (in thousands).
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