Quarterly report pursuant to Section 13 or 15(d)

4. Stock Option Plan

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4. Stock Option Plan
3 Months Ended
Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Option Plan

In April 2016, the Company’s Board of Directors and the convertible preferred stockholders representing a majority of the Company’s outstanding stock, approved the Monopar Therapeutics Inc. 2016 Stock Incentive Plan (the “Plan”) allowing the Company to grant up to an aggregate 700,000 shares of stock awards, stock options, stock appreciation rights and other stock-based awards to employees, directors and consultants. Concurrently, the Board of Directors granted to certain Board members and the Company’s acting chief financial officer stock options to purchase up to an aggregate 273,000 shares of the Company’s common stock at an exercise price of $0.001 par value based upon a third-party valuation of the Company’s common stock.

 

In December 2016, the Board of Directors granted stock options to purchase up to 7,000 shares of the Company’s common stock at an exercise price of $0.001 par value to the Company’s acting chief medical officer.

 

In February 2017, the Board of Directors granted to certain Board members and the Company’s acting chief financial officer stock options to purchase up to an aggregate 275,520 shares of the Company’s common stock at an exercise price of $0.001 par value based upon a third-party valuation of the Company’s common stock. In September 2017, the Board of Directors represented by the designated Plan Administrator, granted options to purchase up to 21,024 shares of common stock to each of the three new Board members and in November 2017, the Company granted options to purchase up to 40,000 shares of common stock to an employee, these Board and employee options have an exercise price of $6 per share based on the price per share at which common stock was sold in the Company’s most recent private offering.

 

In January 2018, the Company granted options to purchase up to 32,004 shares of common stock to its acting chief medical officer, at an exercise price of $6 per share based on the price per share at which common stock was sold in the Company’s most recent private offering. 

 

Under the Plan, the per share exercise price for the shares to be issued upon exercise of an option shall be determined by the Plan administrator, except that the per share exercise price shall be no less than 100% of the fair market value per share on the grant date. Fair market value is established by the Company’s Board of Directors, using third party valuation reports and recent financings. Options generally expire after ten years.

 

Stock option activity under the Plan was as follows:

 

          Options Outstanding  
    Options Available     Number of Options     Weighted-Average Exercise Price  
Balances at January 1, 2017     420,000       280,000     $ 0.001  
Option pool increase (1)     900,000                  
Granted (2)     (378,592 )     378,592       1.63  
Forfeited                  
Exercised                  
Balances at December 31, 2017     941,408       658,592       0.94  
Granted (3)     (32,004 )     32,004       6.00  
Forfeited                  
Exercised                  
Balances at March 31, 2018     909,404       690,596     $ 1.17  

 

 

(1) In October 2017, the Company’s Board of Directors increased the option pool to 1,600,000 shares.

 

(2) 336,544 options vest 6/48ths at the six-month anniversary of grant date and 1/48th per month thereafter; 21,024 options vest 6/24ths on the six-month anniversary of grant date and 1/24th per month thereafter; and 21,024 options vest 6/42nds on the six-month anniversary of grant date and 1/42nd per month thereafter.

 

(3) The options vest as follows: options to purchase up to 12,000 shares of common stock vest at grant date, options to purchase up to 1,667 shares of common stock vest on the 1st of each month thereafter.

 

 

A summary of options outstanding as of March 31, 2018 is shown below:

 

  Exercise Prices     Number of Shares Outstanding  

Weighted

Average

Remaining

Contractual

Term

  Number of Shares Fully Vested and Exercisable  

Weighted

Average

Remaining

Contractual

Term

  $ 0.001       555,520    8.5 years     354,620    8.2 years
  $ 6.00       135,076    9.6 years     27,348   9.6 years
          690,596       381,968    

 

 

During the three months ended March 31, 2018 and 2017, the Company recognized $26,152 and $0 of employee and non-employee director stock-based compensation expense as general and administrative expenses, respectively, and $39,748 and $0 as research and development expenses, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements.

 

The Company recognizes as an expense the fair value of options granted to persons who are neither employees nor directors. Stock-based compensation expense for consultants for the three months ended March 31, 2018 and 2017 was $48,627 and $0, respectively, which was recorded as research and development expenses.

 

The fair value of expensed options was based on the Black-Scholes option-pricing model assuming the following factors: 6.1 to 5.3 years expected term, 57% volatility, 2.6% to 1.2% risk free interest rate and zero dividends. The expected term for options granted to date is estimated using the simplified method. For the three months ended March 31, 2018 and 2017: the weighted average grant date fair value was $3.20 and $0.00 per share, respectively; and the fair value of shares vested were $66,574 and nominal, respectively. At March 31, 2018, the aggregate intrinsic value was approximately $3.3 million of which approximately $2.1 million was vested and approximately $1.2 million is expected to vest and the weighted average exercise price in aggregate was $1.17 which includes $0.43 for fully vested stock options and $2.09 for stock options expected to vest. At March 31, 2018, unamortized unvested balance of stock base compensation was approximately $0.8 million to be amortized over 3.0 years.