Stock-based Compensation
9 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
Note 4 - Stock-based Compensation

Stock Incentive Plans

 

Under the Co Diagnostics, Inc 2015 Long-term Incentive Plan (the “2015 Plan”), the board of directors may issue incentive stock options, share equivalents such as restricted stock awards, stock bonus awards, performance shares and restricted stock units to employees and directors and non-qualified stock options to consultants of the company. Options generally expire ten years after being granted. Options granted vest in accordance with the vesting schedule determined by the board of directors, usually ratably over a three-year vesting schedule upon anniversary date of the grant with the first 1/3 vesting on the grant date. Should an employee terminate before the vesting period is completed, the unvested portion of each grant is forfeited. The Company have used the Black-Scholes valuation model to estimate fair value of our stock-based awards, which requires various judgmental assumptions including estimated stock price volatility, forfeiture rates, and expected life. The 2015 Plan reserves an aggregate of 6,000,000 shares. The number of unissued stock options authorized under the 2015 Plan at September 30, 2017 was 5,677,293.

 

Stock Options

 

There were 61,335 and 163,641 options granted in the nine months ended September 30, 2017 and 2016, respectively. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected option term. In determining the expected volatility our computation is based the stock prices of 3 comparable companies and is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the option. The fair values for the options granted were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions:

 

    Nine Months
Ended
September 30,
2017
    Nine Months
Ended
September 30,
2016
 
Risk free interest rate     1.53 %     1.52 %
Expected life (in years)     5.0       5.5  
Expected volatility     45.54 %     95.24 %
Expected dividend yield     0.00 %     0.00 %
Stock price   $ 3.85     $ 0.638  

 

The weighted average fair value of options granted during the nine months ended September 30, 2017 and 2016 was $1.59 and $0.49 per share, respectively.

 

Included in stock based compensation for the nine months ended September 30, 2017, the Company recognized expense of $111,068 recorded in our general and administrative department (i) $97,474 for 61,335 options granted to three members of our board of directors and (ii) $13,594 for options vesting which had been granted prior to January 1, 2017.

 

Included in stock based compensation for the three months ended September 30, 2017, the Company recognized expense of $103,672 recorded in our general and administrative department (i) $97,474 for 61,335 options granted to three members of our board of directors and (ii) $6,198 for options vesting which had been granted prior to January 1, 2017.

 

For the nine months ended September 30, 2016, the Company recognized $58,879 of stock based compensation expense recorded in our general and administrative department of which (i) $45,234 for options granted to 10 employees and one consultant of the company to purchase an aggregate of 163,641 shares of our common stock and (ii) $13,645 for the vesting of options which had been granted prior to January 1, 2016.

 

 

For the three months ended September 30, 2016, the Company recognized $10,130 of stock based compensation expense recorded in our general and administrative department of which (i) $6,012 for options granted to 10 employees and one consultant of the company to purchase an aggregate of 163,641 shares of our common stock and (ii) $4,118 for the vesting of options which had been granted prior to January 1, 2016.

 

The following table summarizes option activity during the nine months and year ended September 30, 2017 and December 31, 2016, respectively.

 

    Options Outstanding     Weighted Average Exercise Price     Weighted Average Fair Value    

Weighted

Average

Remaining Contractual

Life (years)

 
Outstanding at January 1, 2016     136,369     $ 0.55     $ 0.49       7.30  
Options granted     163,641       0.55       0.49       8.30  
Expired     --       --       --       --  
Forfeited options     (38,638 )     0.55       0.49       --  
Exercised     --       --       --       --  
                                 
Outstanding at December 31, 2016     261,372     $ 0.55     $ 0.49       7.88  
Options granted     61,335       3.85       1.59       4.85  
Expired     --       --       --       --  
Forfeited options     --       --       --       --  
Exercised     --       --       --       --  
                                 
Outstanding at September 30, 2017     322,707     $ 1.18     $ 0.70       7.30  

 

Warrants

 

The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each associated underlying contract, as earned. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected warrant term. In determining the expected volatility our computation is based the stock prices of 3 comparable companies and is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant.

 

There were 595,133 and 102,039 warrants issued in the nine months ended September 30, 2017 and 2016, respectively. The fair values for the warrants issued were estimated at the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions:

 

    Nine Months
Ended
September 30,
2017
    Nine Months
Ended
September 30,
2016
 
Risk free interest rate     1.89 %     1.96 %
Expected life (in years)     4.7       5.0  
Expected volatility     46.80 %     80.49 %
Expected dividend yield     0.00 %     0.00 %
Stock price   $ 2.98     $ 0.638  

 

The weighted average fair value of options granted during the nine months ended September 30, 2017 and 2016 was $1.74 and $1.28 per share, respectively.

 

Included in stock based compensation for both the three and nine months ended September 30, 2017, the Company recognized expense of $256,198 recorded in our general and administrative department for 297,727 warrants issued to 2 companies for services rendered.

 

 

The following table summarizes warrant activity during the nine months and year ended September 30, 2017 and December 31, 2016, respectively.

 

    Warrants Outstanding     Weighted Average Exercise Price     Weighted Average Fair Value    

Weighted

Average

Remaining Contractual

Life (years)

 
Outstanding at January 1, 2016     9,090       6.00       0.16       3.10  
Warrants issued     102,039       5.10       0.12       4.20  
Expired     --       --       --       --  
Forfeited warrants     --       --       --       --  
Exercised     --       --       --       --  
                                 
Outstanding at December 31, 2016     111,129     $ 5.17     $ 0.12       4.11  
Warrants issued     595,133       2.91       1.74       4.53  
Expired     --       --       --       --  
Forfeited warrants     --       --       --       --  
Exercised     --       --       --       --  
                                 
Outstanding at September 30, 2017     706,262     $ 3.27     $ 1.48       4.48  

 

The following table summarizes information about stock options and warrants outstanding at September 30, 2017.

 

    Outstanding     Exercisable  
Range of
Exercise Prices
 

Number

Outstanding

   

Weighted
Average
Remaining
Contractual

Life (years)

    Weighted
Average
Exercise
Price
   

Number

Exercisable

    Weighted
Average
Exercise
Price
 
$ 0.11-0.55     534,099       6.23     $ 0.33       483,340     $ 0.30  
  2.00-3.85     86,355       4.88       3.31       86,335       3.31  
  5.10-7.20     408,535       4.34       5.46       408,535       5.46  
$ 0.11-7.20     1,028,969       5.36     $ 2.61       978,210     $ 2.72  

 

Included in stock based compensation for both the three and nine months ended September 30, 2017, the Company recognized expense of $256,198 recorded in our general and administrative department for 297,727 warrants issued to 2 companies for services rendered.

 

Common Stock

 

In the three and nine months ended September 30, 2017, the Company issued 365,000 share of our common stock valued at $1,495,200 to 3 companies. Included in stock based compensation for both the three and nine months ended September 30, 2017, the Company recognized expense of which $303,700 in our general and administrative department for services rendered.

 

Total unrecognized stock-based compensation was $1,197,691 at September 30, 2017 of which i) $1,191,500 is for stock issued for services to be provided and ii) $6,191 was for options granted. The Company expects to recognize the aggregate amount of this expense over the next year in accordance with vesting and contractual provisions as follows:

 

Year   Amount  
2017   $ 360,090  
2018     837,601  
Total   $ 1,197,691