Annual report pursuant to section 13 and 15(d)

STOCK PLAN

v2.3.0.11
STOCK PLAN
 12 Months Ended
Dec. 31, 2011
Equity [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

NOTE 8 – STOCK PLAN

 

In June and August 2010, respectively, the board of directors and stockholders of Tonix Pharmaceuticals, Inc. approved, and in December 2010 and February 2011, the board of directors amended, the terms and provisions of the 2010 Stock Plan ("Plan") whereby the Company reserved 4,564,641 shares of its Common Stock for issuance pursuant to the Plan. The Plan allowed for grants of options to purchase shares of Common Stock and awards of restricted Common Stock to employees, officers, directors, consultants and advisors of the Company.

 

In 2010, the Company granted shares of restricted Common Stock under the Plan to employees ("Employee Granted Shares") as follows: 196,359 shares to the Chief Operating Officer, 109,088 shares to the Vice President of Clinical Development, 130,906 shares to the Vice President of Marketing and 196,359 shares to the Chief Medical Officer. Employee Granted Shares vest: 20% on the grant date and 20% on each of the first, second, third and fourth anniversaries of the grant date. Upon termination of the Chief Medical Officer's employment with Tonix, 157,087 unvested shares held by him were forfeited and he retained 39,272 shares of fully vested Common Stock. Upon termination of the Vice President of Clinical Development's employment with Tonix, 87,270 unvested shares held by him were forfeited and he retained 21,818 shares of fully vested Common Stock.

 

In 2010, the Company granted 1,288,112 shares of restricted Common Stock under the Plan to consultants.

 

In 2010, the Company granted 556,786 shares of restricted Common Stock under the Plan to directors and also granted 52,362 shares of restricted Common Stock under the Plan to members of the Scientific Advisory Board which vest: 25% on the grant date and 25% on each of the first, second and third anniversaries of the grant date.

 

In February 2011, the Company granted shares of restricted Common Stock to employees as follows: 196,359 shares to the Chief Business Officer and 130,906 shares to the incoming President of Krele. The shares vest: 20% on the grant date and 20% on each of the first, second, third and fourth anniversaries of the grant date. In August 2011, upon resignation of the President of Krele, 104,725 unvested shares were forfeited.

 

In March and April 2011, the Company granted 19,636 and 21,818 shares of restricted Common Stock, respectively, to newly appointed members of the Scientific Advisory Board and the Board of Directors which vest: 25% on the grant date and 25% on each of the first, second and third anniversaries of the grant date.

 

Following is a summary of the status of the Company's nonvested restricted stock as of December 31, 2011 and the changes during the years 2010 and 2011:

 

          Weighted  
    Number of     Average  
    Restricted     Grant-Date  
Nonvested Restricted Stock   Shares     Fair Value  
                 
Nonvested at January 1, 2010                
Granted     2,529,971     $ 0.23  
Vested     (587,767 )   $ 0.23  
Forfeited     (244,357 )   $ 0.23  
Nonvested at December 31, 2010     1,697,847     $ 0.23  
Granted     368,718     $ 0.23  
Vested prior to Share Exchange     (564,858 )   $ 0.23  
Vested pursuant to Share Exchange     (1,396,982 )   $ 0.23  
Forfeited     (104,725 )   $ 0.23  
                 
Nonvested at December 31, 2011     0     $ 0  

 

Restricted stock is not considered to be issued until the stock vests.

 

The Company recognized share-based compensation expense of $139,063 prior to Share Exchange and remaining expense of $296,588 was recognized on October 7, 2011, the date of Share Exchange, upon which all nonvested restricted shares vested and the Plan ceased to exist. Stock based compensation expense for the year ended December 31, 2010 was $139,882.