Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

v3.19.1
Share-Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

(9)

Share-Based Compensation

On November 18, 2015, the Company’s Board of Directors adopted and approved the 2015 Equity Incentive Plan (the “2015 Plan”), which authorized the Company to grant up to 223,424 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units and other share awards. The types of share-based awards, including the rights amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The purpose of the 2015 Plan is to provide the Company with the flexibility to issue share-based awards as part of an overall compensation package to attract and retain qualified personnel. On May 18, 2017, the Company amended the 2015 Plan to increase the number of ordinary shares available for issuance under the 2015 Plan by 219,605 shares to 443,029 shares.

On March 14, 2018, the Company’s Board of Directors adopted and approved the 2018 Equity Incentive Plan (the “2018 Plan”), which became effective upon the execution and delivery of the underwriting agreement related to our IPO. No further grants will be made under the 2015 Plan. The ordinary shares underlying any options that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2015 Plan will not be added back to the ordinary shares available for issuance.

The 2018 Plan authorizes the Company to grant up to 1,018,459 ordinary shares in the form of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share units, performance share awards, performance cash awards and other share awards. The types of share-based awards, including the amount, terms, and exercisability provisions of grants are determined by the Company’s Board of Directors. The ordinary shares underlying any options that are forfeited, cancelled, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the ordinary shares available for issuance under the 2018 Plan.

On December 5, 2018, pursuant to powers delegated to it by the Board of Directors of the Company, the Compensation Committee approved an increase in the number of ordinary shares available to be granted pursuant to the 2018 plan by 4% of the total number of shares of the Company’s issued share capital on December 31, 2018, being 574,081 ordinary shares.

Restricted Ordinary Shares

In connection with the Company’s formation, 413,110 restricted ordinary shares were issued on October 14, 2015 to the Company’s founders at par value. These ordinary shares are subject to various restrictions pursuant to ordinary share purchase agreements between the Company and each founder, including restrictions on transfer and a Company right of repurchase. The restricted ordinary shares were 25% vested as of October 14, 2016 and 1/36th of the remaining restricted ordinary shares vest on a monthly basis thereafter (subject to acceleration of vesting in connection with certain change of control transactions). A change in status occurred on November 18, 2015 when the founders became employees of the Company. The grant date of these shares is now considered to be November 18, 2015 when the fair value was $3.14 per share.

The Company records share-based compensation expense for the restricted ordinary shares based on the grant date fair value. The Company recorded an expense of $332 and $333 for the years ended December 31, 2018 and 2017, respectively. Total unamortized compensation expense related to restricted ordinary shares was $260 and $592 as of December 31, 2018 and December 31, 2017, respectively, expected to be recognized over a weighted average period of 0.79 years and 1.79 years as of December 31, 2018 and December 31, 2017, respectively.

A summary of the Company’s restricted ordinary share activity and related information is as follows:

 

 

 

Number of

 

 

Weighted

Average

Grant Date Fair

 

 

 

Shares

 

 

Value per Share

 

Unvested at December 31, 2016

 

 

292,620

 

 

$

3.14

 

Granted

 

 

 

 

 

 

 

Vested

 

 

(103,278

)

 

$

3.14

 

Forfeited

 

 

 

 

 

 

 

Unvested at December 31, 2017

 

 

189,342

 

 

$

3.14

 

Granted

 

 

 

 

 

 

 

Vested

 

 

(103,274

)

 

$

3.14

 

Forfeited

 

 

 

 

 

 

 

Unvested at December 31, 2018

 

 

86,068

 

 

$

3.14

 

 

Share Options

Unless specified otherwise in an individual option agreement, share options granted under the 2015 Plan and the 2018 Plan generally have a ten year term and a four year vesting period. The vesting requirement is conditioned upon a grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of an option holder’s disability or death while employed by or providing service to the Company, the exercisable period extends to twelve months or eighteen months, respectively.

The fair value of options granted during the years ended December 31, 2018 and 2017 was estimated using the Black-Scholes option-pricing model. The inputs for the Black-Scholes model require management’s significant assumptions. The risk-free interest rate was based on a normalized estimate of the 7-year U.S. treasury yield. The Company has estimated the expected term utilizing the “simplified” method for awards that qualify as “plain vanilla”. The Company does not have sufficient company-specific historical and implied volatility information and it therefore estimates its expected share volatility based on historical volatility information of reasonably comparable guideline public companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. Expected dividend yield is based on the fact that the Company has never paid cash dividends, its ability to pay cash dividends is currently prohibited by the terms of its credit facility with SVB and the Company’s future ability to pay cash dividends on its shares may be limited by the terms of any future debt or preferred securities.

The Company granted 479,986 and 198,798 share options to employees and directors during the years ended December 31, 2018 and 2017, respectively. There were 566,813 and 228,809 unvested employee and director options outstanding as of December 31, 2018 and December 31, 2017, respectively. Total expense recognized related to the employee and director share options was $669 and $59 for the years ended December 31, 2018 and 2017, respectively. Total unamortized compensation expense related to employee and director share options was $2,822 and $396 as of December 31, 2018 and December 31, 2017, respectively, which is expected to be recognized over a remaining average vesting period of 3.07 years and 3.51 years as of December 31, 2018 and December 31, 2017, respectively.

The assumptions that the Company used to determine the grant date fair value of employee and director options granted were as follows, presented on a weighted average basis:

 

 

 

Year ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Volatility

 

 

60

%

 

 

60

%

 

 

60

%

Expected term in years

 

1 - 6.25

 

 

 

6.25

 

 

 

6.25

 

Dividend rate

 

 

0

%

 

 

0

%

 

 

0

%

Risk-free interest rate

 

2.16 - 2.91%

 

 

 

1.63

%

 

 

2.00

%

 

The following table summarizes the number of options outstanding and the weighted-average exercise price:

 

 

 

Number of

Shares

 

 

Weighted

Average Exercise

Price

 

 

Weighted

Average

Remaining

Contractual Life

in Years

 

 

Aggregate

Intrinsic

Value

(in thousands)

 

Options outstanding December 31, 2016

 

 

49,330

 

 

$

3.14

 

 

 

8.51

 

 

 

 

 

Granted

 

 

198,798

 

 

$

3.36

 

 

 

9.67

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding December 31, 2017

 

 

248,128

 

 

$

3.31

 

 

 

9.44

 

 

 

 

 

Granted

 

 

479,986

 

 

$

12.60

 

 

 

9.45

 

 

 

 

 

Exercised

 

 

(2,008

)

 

$

3.30

 

 

 

 

 

 

 

8

 

Forfeited

 

 

(60,887

)

 

$

10.99

 

 

 

 

 

 

 

 

 

Options outstanding December 31, 2018

 

 

665,219

 

 

$

9.31

 

 

 

8.93

 

 

 

395

 

Exercisable at December 31, 2018

 

 

98,406

 

 

$

3.71

 

 

 

7.20

 

 

 

162

 

 

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s ordinary shares at December 31, 2018.

 

The weighted average grant-date fair value per share of share options granted during the years ended December 31, 2018, 2017 and 2016 was $7.25, $1.91 and $1.80, respectively.

Restricted Share Units (RSUs)

 

The Company granted 36,924 restricted share units to directors during the year ended December 31, 2018. The restricted share units granted have a one year vesting period conditional upon the directors continued service with the Company during the vesting period. All restricted share units granted were unvested as of December 31, 2018. Total expense recognized related to the restricted share units was $289 for the year ended December 31, 2018. Total unamortized compensation expenses related to restricted share units was $191 as of December 31, 2018 which is expected to be recognized over a remaining average vesting period of 0.40 years as of December 31, 2018.

 

There were no restricted share units granted prior to the year ended December 31, 2018.

 

 

A summary of the Company’s restricted share unit activity and related information is as follows:

 

 

 

Number of

Shares

 

 

Weighted

Average

Grant Date Fair

Value per Share

 

RSUs outstanding December 31, 2017

 

 

 

 

 

 

 

Granted

 

 

36,924

 

 

$

13.00

 

Shares vested

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

RSUs outstanding December 31, 2018

 

 

36,924

 

 

$

13.00

 

 

The Company’s share-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows:

 

 

 

Year ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Research and development expense

 

$

398

 

 

$

139

 

 

$

115

 

General and administrative expense

 

 

892

 

 

 

253

 

 

 

233

 

  

There was a total of $3,273 and $988 unamortized share-based compensation expense for restricted ordinary shares, options and restricted share units as of December 31, 2018 and December 31, 2017, respectively, which is expected to be recognized over a remaining average vesting period of 2.71 years and 2.53 years as of December 31, 2018 and December 31, 2017, respectively.