Annual report pursuant to Section 13 and 15(d)

Stock Plans

Stock Plans

12 Months Ended

Dec. 31, 2016

12. Stock Plans

In August 2015, our stockholders approved the 2015 Omnibus Equity Incentive Plan, or the 2015 Plan. The 2015 Plan, as amended in August 2016, authorized a total of 2,500,000 shares of our common stock for issuance to employees, directors, officers, consultants and advisors. On December 31, 2016, options to purchase 618,000 shares of our common stock were outstanding under the 2015 Plan.

In February 2014, our Board adopted the 2014 Incentive Plan, or the 2014 Plan, pursuant to which 454,546 shares of our common stock were authorized for issuance to employees, directors, officers, consultants and advisors. On December 31, 2016, options to purchase 300,744 shares of our common stock were outstanding under the 2014 Plan. Upon receipt of stockholder approval of the 2015 Plan, the 2014 Plan was terminated.

In May 2009, we granted 111,819 and 56,364 non-qualified stock options outside of our stock option plans to Dr. Rubin and Mr. Bhonsle, respectively, at an exercise price of $4.34 that vested over 48 months from the grant date.

In October 2007, we granted 79,546 non-qualified stock options outside of our stock option plans to Dr. Rubin, at an exercise price of $13.20 per share that vested over 48 months from the grant date.

In July 2002, we adopted the 2002 Stock Incentive Plan (“2002 Plan”). The 2002 Plan, as amended in 2005, authorized a total of approximately 1.3 million shares of our common stock for issuance to employees, officers, directors, consultants, and advisers. The exercise prices of options granted under the 2002 Plan were 100% of the fair market value of our common stock on the date of grant. The 2002 Plan expired by its terms in July 2012. On December 31, 2016, options to purchase an aggregate of 631,343 shares of our common stock were outstanding under the 2002 Plan.

In August 2001, we adopted the 2001 Employee Non-Qualified Stock Option Plan (“2001 NQ Plan”) pursuant to which 318,182 shares of common stock were authorized for issuance for option grants to employees and consultants who are not officers or directors of Titan. The exercise prices of options granted under the 2001 NQ Plan were 100% of the fair market value of our common stock on the date of grant. The 2001 Stock Option Plan expired by its terms in August 2011. On December 31, 2016, options to purchase an aggregate of 204,375 shares of our common stock were outstanding under the 2001 NQ Plan.

Activity under our stock plans, as well as non-plan activity, is summarized below (shares in thousands):

			Number of
	Shares or		Options and
	Awards Available		Awards		Weighted Average
	For Grant		Outstanding		Exercise Price
Balance at December 31, 2013		—		1,223	$	7.21
Increase in shares reserved		455		—		—
Options granted		(60)		60	$	3.47
Options cancelled and forfeited		—		(5)	$	9.13
Options expired		—		(75)	$	11.66
Awards granted		(113)		113	$	—
Awards issued		—		(47)	$	—
Balance at December 31, 2014		282		1,269	$	6.40
Increase in shares reserved		1,364		—		—
Options granted		(700)		700	$	4.46
Options expired		—		(20)	$	13.27
Awards issued		—		(66)	$	—
Termination of option plan		(32)		—	$	—
Balance at December 31, 2015		914		1,883	$	5.83
Increase in shares reserved		1,136		—		—
Options granted		(168)		168	$	5.10
Options exercised		—		(8)	$	3.37
Options expired		—		(41)	$	10.85
Balance at December 31, 2016		1,882		2,002	$	5.67

Options to purchase approximately 1.7 million and 1.4 million shares were exercisable at December 31, 2016 and 2015, respectively. The options outstanding at December 31, 2016 have been segregated into five ranges for additional disclosure as follows (options in thousands):

	Options Outstanding						Options Exercisable
			Weighted
			Average		Weighted				Weighted
Range of Exercise	Number		Remaining		Average		Number		Average
Prices	Outstanding		Life (Years)		Exercise Price		Exercisable		Exercise Price
$2.47 - $4.06		306		7.88	$	3.34		306	$	3.34
$4.07 - $4.72		411		2.37	$	4.34		411	$	4.34
$4.73 - $5.41		618		8.99	$	5.10		325	$	5.10
$5.42 - $6.54		303		4.97	$	6.31		303	$	6.31
$6.55 - $17.21		364		2.55	$	9.60		364	$	9.60
$2.47 - $17.21		2,002		5.68	$	5.67		1,709	$	5.77

We use the Black-Scholes-Merton option-pricing model with the following assumptions to estimate the stock-based compensation expense for the years ended December 31, 2016, 2015 and 2014:

	Years Ended December 31,
	2016			2015			2014
Weighted-average risk-free interest rate		1.53	%		1.88	%		2.04	%
Expected dividend payments		—			—			—
Expected holding period (years)(1)		6.53			6.48			6.46
Weighted-average volatility factor(2)		0.92			1.16			1.65
Estimated forfeiture rates for options granted		29	%		30	%		31	%

(1)

Expected holding period is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and the expectations of future employee behavior.

(2)

Weighted average volatility is based on the historical volatility of our common stock.

(3)

Estimated forfeiture rates are based on historical data.

During the year ended December 31, 2016, options to purchase 168,000 shares were granted to employees, directors and consultants. Based upon the above methodology, the weighted-average fair value of options and awards granted during the years ended December 31, 2016, 2015 and 2014 was $3.10, $3.67 and $3.52, respectively.

The following table summarizes the stock-based compensation expense and impact on our basic and diluted loss per share for the years ended December 31, 2016, 2015 and 2014:

	Years Ended December 31,
(in thousands, except per share amounts)	2016		2015		2014
Research and development	$	386	$	341	$	245
General and administrative		653		685		298
Total stock-based compensation expenses	$	1,039	$	1,026	$	543
Increase in basic net income (loss) per share	$	(0.05)	$	(0.05)	$	(0.03)
Increase in diluted net income (loss) per share	$	(0.05)	$	(0.05)	$	(0.03)

No tax benefit was recognized related to stock-based compensation expense since we have incurred operating losses and we have established a full valuation allowance to offset all the potential tax benefits associated with our deferred tax assets.

The following table summarizes option activity for the year ended December 31, 2016:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
(in thousands, except per share			Exercise		Contractual		Intrinsic
amounts)	Shares		Price		Term		Value
Outstanding at January 1, 2016		1,883	$	5.83
Granted		168		5.10
Exercised		(8)		3.37
Expired		(41)		10.85
Outstanding at December 31, 2016		2,002	$	5.67		5.68	$	203
Exercisable at December 31, 2016		1,709	$	5.77		5.12	$	203

As of December 31, 2016, there was approximately $704,000 of total unrecognized compensation expense related to non-vested stock options. This expense is expected to be recognized over a weighted-average period of 0.88 years.

There were no outstanding stock awards at December 31, 2016.

- 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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