Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

v3.19.3
Share-Based Compensation
9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

10. 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 the Company’s IPO in May 2018. 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, adopted and approved on March 14, 2018, authorized 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 rights, 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 $247 and $249 for the nine months ended September 30, 2019 and 2018, respectively. Total unamortized compensation expense related to restricted ordinary shares was $13 and $344 as of September 30, 2019 and September 30, 2018, respectively, expected to be recognized over a weighted average period of 0.04 years and 1.04 years as of September 30, 2019 and September 30, 2018, respectively.

The following table summarizes restricted ordinary shares activity for the nine months ended September 30, 2019:

 

 

 

Number of

 

 

Weighted

Average

Grant Date Fair

 

 

 

Shares

 

 

Value per Share

 

Unvested at December 31, 2018

 

 

86,068

 

 

$

3.14

 

Granted

 

 

 

 

 

 

 

Vested

 

 

(77,526

)

 

$

3.14

 

Forfeited

 

 

 

 

 

 

 

Unvested at September 30, 2019 (unaudited)

 

 

8,542

 

 

$

3.14

 

Share Options

The Company awarded 512,178 and 447,984 share options to employees and directors during the nine months ended September 30, 2019 and 2018, respectively, under the 2018 Plan. There were 880,529 and 663,916 unvested employee options outstanding as of September 30, 2019 and September 30, 2018, respectively. Total expense recognized related to employee share options was $1,019 and $459 for the nine months ended September 30, 2019 and 2018, respectively. Total unamortized compensation expense related to employee share options was $3,711 and $3,320 as of September 30, 2019 and September 30, 2018, respectively, which is expected to be recognized over a remaining average vesting period of 2.84 years and 3.53 years as of September 30, 2019 and September 30, 2018, 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:

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

2018

 

Volatility

 

68.9% - 70.2%

 

60%

 

Expected term in years

 

5.5 - 6.25

 

 

6.25

 

Dividend rate

 

0%

 

0%

 

Risk-free interest rate

 

1.96% - 2.57%

 

2.16 - 2.63%

 

Share price

 

$5.80 - $6.80

 

$9.06 - $13.00

 

Fair value of option on grant date

 

$3.74 - $4.41

 

$5.28 - $7.49

 

 

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, 2018

 

 

665,219

 

 

$

9.31

 

 

 

8.93

 

 

395

 

Granted

 

 

512,178

 

 

 

5.94

 

 

 

 

 

 

 

 

 

Exercised

 

 

(18,232

)

 

 

3.29

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(8,726

)

 

 

7.43

 

 

 

 

 

 

 

 

 

Options outstanding September 30, 2019

 

 

1,150,439

 

 

$

7.92

 

 

 

8.84

 

 

 

526

 

Exercisable at September 30, 2019 (unaudited)

 

 

269,910

 

 

$

8.77

 

 

 

8.22

 

 

 

290

 

 

Restricted share units (RSUs)

The Company granted 31,367 and 36,924 RSUs to directors during the nine months ended September 30, 2019 and 2018, respectively.

The table below shows the number of RSUs granted covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the RSUs granted:

 

 

 

Number of

Shares

 

 

Weighted Average

Grant Date Fair

Value per Share

 

RSUs outstanding December 31, 2018

 

 

36,924

 

 

$

13.00

 

Granted

 

 

31,367

 

 

$

7.01

 

Shares vested

 

 

(36,924

)

 

$

13.00

 

Forfeited

 

 

 

 

 

 

 

RSUs outstanding September 30, 2019

 

 

31,367

 

 

$

7.01

 

 

The fair value of the RSUs is determined on the date of grant based on the market price of our ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, which is generally one year for directors. Total expense recognized related to the RSUs was $257 and $170 for the nine months ended September 30, 2019 and 2018, respectively. Total unamortized compensation expense related to RSUs was $154 and $311 as of September 30, 2019 and September 30, 2018, respectively, which is expected to be recognized over a remaining average vesting period of 0.70 years and 0.65 years as of September 30, 2019 and September 30, 2018, respectively.

The Company awarded 50,000 RSUs to certain employees during the nine months ended September 30, 2019 which are subject to certain performance based vesting conditions (Performance RSUs). No Performance RSUs were awarded or outstanding during the nine months ended September 30, 2018.

The table below shows the number of Performance RSUs granted covering an equal number of the Company’s ordinary shares and the weighted-average grant date fair value of the Performance RSUs granted:

 

 

 

Number of

Shares

 

 

Weighted Average

Grant Date Fair

Value per Share

 

Performance RSUs outstanding December 31, 2018

 

 

 

 

 

 

 

Granted

 

 

50,000

 

 

$

8.21

 

Shares vested

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

Performance RSUs outstanding June 30, 2019

 

 

50,000

 

 

$

8.21

 

The weighted average grant date fair value of Performance RSUs with a market condition was determined using the Monte Carlo simulation model. The fair value of Performance RSUs is expensed ratably over the vesting period. Total expense recognized related to the Performance RSUs was $151 for the nine months ended September 30, 2019. Total unamortized compensation expense related to Performance RSUs was $259 as of September 30, 2019, which is expected to be recognized over approximately the next 1.06 years as of September 30, 2019.

 

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

 

(unaudited)

 

Research and development expense

 

$

189

 

 

$

83

 

 

$

548

 

 

$

280

 

General and administrative expense

 

 

372

 

 

 

391

 

 

 

1,126

 

 

 

598

 

 

There was a total of $4,137 and $3,975 unamortized share-based compensation expense for restricted ordinary shares, options, restricted share units and Performance RSUs as of September 30, 2019 and September 30, 2018, respectively, which is expected to be recognized over a remaining average vesting period of 2.66 years and 3.09 years as of September 30, 2019 and September 30, 2018, respectively.