Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.21.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based CompensationThe Company has two equity incentive plans: the 2008 Stock Option Plan (the “2008 Plan”) and the 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2008 Plan, the “Stock Option Plans”). The Stock Option Plans are meant to provide additional incentive to officers, employees and consultants to remain in the Company's employment. Options granted are generally exercisable for up to 10 years.
The 2011 Plan reserved 105 thousand shares of common stock for issuance, under several types of equity awards including stock options, stock appreciation rights, restricted stock awards and other awards defined in the 2011 Plan. At December 31, 2020, 39 thousand shares remain available for future awards under the 2011 Plan.
The 2008 Plan reserved 18 thousand shares of common stock for issuance. Effective April 9, 2018, the Company is no longer able to issue options from the 2008 Plan. Prior to April 9, 2018, the Company was authorized to issue incentive stock options or non-statutory stock options to eligible participants, as defined in the 2008 Plan.

At December 31, 2020, the Company has 1 thousand options outstanding that were issued outside of the Stock Option Plans. As of December 31, 2020, no stock appreciation rights and 12 thousand shares of restricted stock had been awarded under the Stock Option Plans.

On July 23, 2019, the Company issued 3 thousand stock options to each of its five non-employee directors. The options will vest in equal monthly installments over twelve months and have an exercise price of $4.50 per share. On January 2, 2020, the Company issued an aggregate of 20 thousand stock options to executives. The options will vest in equal monthly installments over twelve months and have an exercise price of $5.53 per share and a grant date fair value of $4.45 per share.
A summary of employee and non-employee stock option activity for the years ended December 31, 2020 and 2019 for both continuing and discontinuing employees is as follows:
  Options Outstanding Weighted-
Average
Remaining
Contractual
Term (in years)
Aggregate
Intrinsic
Value
  Number of
Shares
(in thousands)
Weighted-
Average
Exercise
Price
Outstanding January 1, 2019 100  $ 173.10  5.70 $
Granted 20  5.89 
Cancelled or expired (56) 182.37 
Outstanding December 31, 2019 64  113.63  7.48 $ 24 
Granted 20  5.53 
Cancelled or expired (28) 170.67 
Outstanding December 31, 2020 56  $ 45.92  6.31 $ — 
Exercisable, December 31, 2020 52  $ 47.39  6.20 $ — 

Aggregate intrinsic value represents the difference between the fair value of the Company's common stock and the exercise price of outstanding, in-the-money options. During the years ended December 31, 2020 and 2019, no options were exercised.

As of December 31, 2020, total unrecognized compensation cost related to non-vested stock options granted to employees was $62 thousand for continuing operations, which the Company expects to recognize over the next 1.08 years.

The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of the Company's common stock, a risk-free interest rate, and expected dividends. The Company records forfeitures of unvested stock options when they occur. No compensation cost is recorded for options that do not vest. The Company used the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on the historical volatility of the Company's common stock. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an expected dividend yield of zero, as it does not anticipate paying any dividends in the foreseeable future.

The following table presents the weighted-average assumptions used to estimate the fair value of options granted to continuing and discontinuing employees during the periods presented: 
  Year Ended December 31,
  2020 2019
Volatility 110.43  % 93.86  %
Risk free interest rate 1.68  % 1.95  %
Dividend yield   — 
Term (years) 5.27 5.44
Weighted-average fair value of options granted during the period $ 4.45  $ 4.32 

Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At December 31, 2020, there was no unrecognized compensation cost related to non-vested restricted stock.

The following table summarizes the activities for the Company's non-vested restricted stock awards for the years ended December 31, 2020 and 2019 for both continuing and discontinuing employees:
Non-vested Restricted Stock Awards
Number of Shares (in thousands) Weighted-Average Grant Date Fair Value
Non-vested at January 1, 2019 $ 102.82 
Vested (1) 102.82 
Non-vested at December 31, 2020 and 2019 —  $ — 

The TSA with Buyer described in Note 19 included the continued employment of individuals who will transfer to Buyer no later than six months from the closing of the transaction. Stock-based compensation related to these employees is included in discontinuing operations. The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on the Company's continuing operations included in its Consolidated Statements of Operations and Other Comprehensive Loss during the periods presented:
  Year Ended December 31,
  2020 2019
Cost of revenues $ 15  $ 16 
General and administrative 164  247 
Total stock-based compensation related to continuing operations $ 179  $ 263 
During the years ended December 31, 2020 and 2019, the Company recognized $(6) thousand and $107 thousand, respectively, of stock-based compensation related to discontinuing operations.