Vyant Bio, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock Option Plans

Stock Option Plans

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

We have 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 our employment. Options granted are generally exercisable for up to 10 years.

The Board of Directors adopted the 2011 Plan on June 30, 2011 and reserved 350,000 shares of common stock for issuance under the 2011 Plan. On May 22, 2014, the stockholders voted to increase the number of shares reserved by the plan to 2,000,000 shares of common stock under several types of equity awards including stock options, stock appreciation rights, restricted stock awards and other awards defined in the 2011 Plan.

The Board of Directors adopted the 2008 Plan on April 29, 2008 and reserved 251,475 shares of common stock for issuance under the plan. On April 1, 2010, the stockholders voted to increase the number of shares reserved by the plan to 550,000. We are authorized to issue incentive stock options or non-statutory stock options to eligible participants.

We have also issued 48,000 options outside of the Stock Option Plans.

At June 30, 2014, 1,099,688 shares remain available for future awards under the 2011 Plan and 30,059 shares remain available for future awards under the 2008 Plan.

As of June 30, 2014, no stock appreciation rights and 122,500 shares of restricted stock have been awarded under the Stock Option Plans.

Prior to our IPO in April 2013, the Board of Directors authorized an offer to certain employee and non-employee options holders on the following terms: those holding stock options with a strike price of $25.00 or more had the opportunity to exchange their options for 60% of the number of options currently held with an exercise price equal to the IPO price, which was $10.00 per share, and those holding stock options with a strike price of $12.50 had the opportunity to exchange their options for 80% of the number of options currently held with an exercise price equal to the IPO price which was $10.00 per share. On April 5, 2013, our initial public offering became effective and 336,300 options with exercise prices ranging from $12.50 to $33.80 were exchanged for 242,070 options with an exercise price of $10.00. The exchange of the options did not result in the recognition of incremental compensation cost. In addition, 53,500 options which were approved to be issued and priced at the IPO price were issued to employees with an exercise price of $10.00 per share.

A summary of employee and nonemployee stock option activity for year ended December 31, 2013 and the six months ended June 30, 2014 is as follows:



	Options Outstanding				Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding January 1, 2013	553,340		$	12.76	7.13	$	1,142,432
Granted	426,762		14.57
Exercised	(164	)	10.00
Cancelled or expired	(106,396	)	20.46
Outstanding December 31, 2013	873,542		$	10.83	7.75	$	3,138,539
Granted	465,000		15.09
Exercised	(29,442	)	6.65
Cancelled or expired	(31,153	)	9.34
Outstanding June 30, 2014	1,277,947		$	12.52	7.94	$	1,563,786
Exercisable June 30, 2014	457,489		$	8.46	5.46	$	1,485,305

Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options. The fair value of our common stock was $11.30 at June 30, 2014 and $13.78 at December 31, 2013, based on the closing price on the NASDAQ Capital Market.

As of June 30, 2014, total unrecognized compensation cost related to non-vested stock options and restricted stock granted to employees was $6,196,957 which we expect to recognize over the next 3.51 years.

As of June 30, 2014, total unrecognized compensation cost related to non-vested stock options granted to non-employees was $1,383,611 which we expect to recognize over the next 3.5 years. The estimate of unrecognized nonemployee compensation is based on the fair value of the non-vested options as of June 30, 2014.

The following table summarizes information about outstanding and vested stock options granted to employees and non-employees as of June 30, 2014 as follows:



	Options Outstanding				Options Vested and Exercisable
Exercise Price	Number of Shares Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Life (in Years)	Number of Shares	Weighted- Average Exercise Price
4.00	145,000	$	4.00	4.72	145,000	$	4.00
4.80	31,555	4.80		5.56	28,207	4.80
10.00	276,180	10.00		5.65	227,330	10.00
11.70 - 11.75	80,600	11.71		9.83	1,306	11.75
12.50 - 14.18	118,700	13.86		9.51	1,140	12.54
15.39	335,912	15.39		9.01	37,506	15.39
15.89	200,000	15.89		9.56	12,500	15.89
17.38	90,000	17.38		9.72	4,500	17.38
Total	1,277,947	$	12.52	7.94	457,489	$	8.46

The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the fair value of our common stock prior to our IPO (see Note 9), the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, and expected dividends. We also estimate forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on an average of the historical volatilities of the common stock of three entities with characteristics similar to those of the Company. 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. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants and the plan design which has monthly vesting after an initial cliff vesting period.

In 2010, we issued an aggregate of 80,000 options to non-employees with an exercise price of $25.00. As described above, on April 5, 2013, these options were exchanged for 48,000 options with an exercise price of $10.00. In October 2013, we issued 10,000 options to a non-employee with an exercise price of $15.39. The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented:



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Volatility	71.60	%	76.21	%	72.13	%	76.04	%
Risk free interest rate	2.53	%	1.23	%	2.63	%	1.24	%
Dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Term (years)	9.28		7.46		9.40		7.58

The following table presents the effects of stock-based compensation related to stock option awards to employees and nonemployees on our Statement of Operations during the periods presented:



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Cost of revenues	$	20,496	$	11,967	$	40,908	$	14,179
Research and development	143,069		35,962		157,171		90,798
General and administrative	552,713		94,112		1,021,568		152,267
Sales and marketing	47,304		30,693		74,058		32,625
Total stock-based compensation	$	763,582	$	172,734	$	1,293,705	$	289,869

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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