Annual report pursuant to Section 13 and 15(d)

Share based Compensation

v3.19.3.a.u2
Share based Compensation
12 Months Ended
Aug. 31, 2019
Share based Compensation  
Note 10: Share based compensation

In March 2017, the Company adopted the 2017 Stock Option / Stock Issuance Plan (the “Plan”). The Plan provides incentives to eligible employees, officers, directors and consultants in the form of incentive stock options (“ISOs”), non-qualified stock options (“NQs”), each of which is exercisable into shares of common stock (“Options”) or shares of common stock (“share grants”). The Company has reserved a total of 10,000,000 shares of common stock for issuance under the Plan as of August 31, 2019.

 

Of these shares, as of August 31, 2019, approximately 3.3 million options and 0.3 million shares have been designated by the Board of Directors for issuance and approximately 1.3 million of the options have been forfeited and returned to the option pool under the Plan due to employment terminations. As of August 31, 2019, approximately 7.8 million shares remain issuable of which 6.7 million are eligible to be issued as ISOs and 7.8 million are eligible to be issued as either share grants or NQ stock options.

 

During 2018 and 2019 both common share grants and stock options were issued to employees and non-officer directors of the Company. Shares issued for services for 2019 and 2018 consist solely of grants to non-officer directors.

 

For all options granted thus far to August 31, 2019, each option is immediately exercisable and has a term of service vesting provision over a period of time as follows: 25% vest after a 12-month service period following the award, and the balance vest in equal monthly installments over the next 36 months of service. All options granted to date have a ten year term.

 

Share grants are issued at fair value, considered to be the market price on the grant date. The fair value of option awards is estimated on the grant date using the Black-Scholes stock option pricing model and the following assumptions:

 

 

2019

 

2018

 

Expected life

 

4.0 years

 

4.0 years

 

Estimated volatility

 

119

%

 

121

%

Risk-free interest rate

 

1.70%-2.90

%

 

2.01%-2.83

%

Dividends

 

-

 

-

 

Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us.

 

Following the adoption of Accounting Standards Update ASU 2016-09, the Company elected to account for forfeitures as they occur. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture.

 

Share based compensation expense consisted of the following for the years ended August 31, 2019 and 2018:

 

 

Year ended

August 31,

 2019

 

Year ended

August 31,

2018

 

Shares issued for services

 

$

263,000

 

$

163,000

 

Employee stock options

 

369,000

 

200,000

 

Balance at August 31, 2019

 

$

632,000

 

$

363,000

 

At August 31, 2019, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 1.7 years for outstanding grants was $1.6 million.

 

A summary of option activity was as follows:

 

 

Options Outstanding and Exercisable

 

Weighted

 

Average

 

Weighted

 

Number

 

Remaining

 

Average

 

of

 

Contractual

 

Exercise

 

Options

 

Life

 

Price

 

(In years)

 

Balance, August 31, 2017

 

790,000

 

9.58

 

$

4.62

 

Granted

 

948,745

 

10.0

 

$

2.64

 

Exercised

 

 

 

$

 

Forfeited

 

(390,000

)

 

8.49

 

$

3.87

 

Balance, August 31, 2018

 

1,348,745

 

9.77

 

$

3.45

 

Granted

 

1,442,903

 

10.0

 

$

1.59

 

Exercised

 

 

 

$

 

Forfeited

 

(761,716

)

 

8.06

 

$

2.78

 

Balance at August 31, 2019

 

2,029,932

 

8.95

 

$

2.38

 

Options outstanding as of August 31, 2019 and 2018 had aggregate intrinsic value of $575,000 and $1,000 respectively.

 

Option vesting activity was as follows:

 

 

Weighted

 

Weighted

 

Number

 

Remaining

 

Average

 

of

 

Contractual

 

Exercise

 

Options Vested

 

Options

 

Life

 

Price

 

(In years)

 

Balance, August 31, 2017

 

--

 

--

 

$

-

 

Vested

 

214,548

 

8.83

 

$

4.62

 

Exercised

 

 

 

$

 

Forfeited

 

(34,027

)

 

8.54

 

$

4.43

 

Balance, August 31, 2018

 

180,521

 

8.57

 

$

4.56

 

Vested

 

296,394

 

 

$

3.43

 

Exercised

 

 

 

$

 

Forfeited

 

(65,302

)

 

8.10

 

$

4.11

 

Balance at August 31, 2019

 

411,613

 

8.04

 

$

3.82

 

The following table summarizes information about stock options outstanding and vested at August 31, 2019:

 

 

Options Outstanding and Exercisable

 

Options Vested

 

Weighted

 

Average

 

Weighted

 

Weighted

 

Weighted

 

Number

 

Remaining

 

Average

 

Number

 

Remaining

 

Average

 

of

 

Contractual

 

Exercise

 

of

 

Contractual

 

Exercise

 

Exercise Prices

 

Options

 

Life

 

Price

 

Options

 

Life

 

Price

 

(In years)

 

(In years)

 

$0.47-1.00

 

325,000

 

9.77

 

$

0.56

 

 

 

$

 

$1.01–$2.00

 

630,405

 

9.59

 

$

1.29

 

 

 

$

 

$2.01–$3.00

 

514,527

 

8.67

 

$

2.60

 

168,071

 

8.63

 

$

2.63

 

$3.01–$4.00

 

505,000

 

8.04

 

$

3.88

 

214,896

 

7.60

 

$

3.96

 

$4.01-$9.79

 

55,000

 

7.88

 

$

9.79

 

28,646

 

7.88

 

$

9.79

 

2,029,932

 

8.95

 

$

2.38

 

411,613

 

8.04

 

$

3.82