Stockholders' Equity | Stockholders’ Equity Reverse Stock Split On June 5, 2014, the Company implemented a 4-for-1 reverse stock split. All share information contained within this report, including the accompanying consolidated financial statements and footnotes, have been retroactively adjusted to reflect the effects of the reverse stock split. Preferred Stock Outstanding as of December 31, Authorized Issued 2015 2014 Series A Preferred Stock, par $0.001 1,000 817 — — Series B Preferred Stock, par $0.001 1,000 750 — — Series C Preferred Stock, par $0.001 1,091 1,091 23 23 Series D Preferred Stock, par $0.001 1,966,292 1,966,292 — — During the year ended December 31, 2014, 3 shares of the Company's Series C preferred stock were converted into 1,103 shares of the Company's common stock. There were no changes in the number of outstanding shares of our preferred stock for the year ended December 31, 2015. The shares of the Company’s outstanding Series C Preferred Stock have the following pertinent rights and privileges, as set forth in the Company’s Amended and Restated Certificate of Incorporation and its Certificates of Designations, Rights and Preferences related to the various series of preferred stock. Rights on Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “liquidation event”), before any distribution of assets of the Company shall be made to or set apart for the holders of common stock, the holders of Series C Preferred Stock, pari passu, are entitled to receive payment of such assets of the Company in an amount equal to $10,000 per share of such series of preferred stock, plus any accumulated and unpaid dividends thereon (whether or not earned or declared). If the assets of the Company available for distribution to stockholders exceed the aggregate amount of the liquidation preferences payable with respect to all shares of each series of preferred stock then outstanding, then, after the payment of such preferences is made or irrevocably set aside, the holders of the Company’s common stock are entitled to receive a pro rata portion of such assets based on the aggregate number of shares of common stock held by each such holder. The holders of the Company’s outstanding preferred stock shall participate in such a distribution on a pro-rata basis, computed based on the number of shares of common stock which would be held by such preferred holders if immediately prior to the liquidation event all of the outstanding shares of the preferred stock had been converted into shares of common stock at the then current conversion value applicable to each series. A Change of Control of the Company (as defined in the Certificates of Designations, Rights and Preferences) is not a liquidation event triggering the preferences described above, and is instead addressed by separate terms in the Series C Certificates of Designations, Rights, and Preferences. Although the liquidation preferences are in excess of the par value of $0.001 per share of the Company’s preferred stock, these preferences are equal to or less than the stated value of such shares based on their original purchase price. Voting Rights The holders of all series of the Company’s preferred stock outstanding have full voting rights and powers equal to the voting rights and powers of holders of the Company’s common stock and are entitled to notice of any stockholders’ meeting in accordance with the Company’s Bylaws. Holders of the Company’s preferred stock are entitled to vote on any matter upon which holders of the Company’s common stock have the right to vote, including, without limitation, the right to vote for the election of directors together with the holders of common stock as one class. Conversion Rights The Series C Preferred Stock each provide the holder of such shares an optional conversion right and provide a mandatory conversion upon certain triggering events. Right to Convert The holder of any share or shares of Series C Preferred Stock has the right at any time, at such holder’s option, to convert all or any lesser portion of such holder’s shares of the Preferred Stock into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) the aggregate Liquidation Preference applicable to the particular series of preferred shares, plus accrued and unpaid dividends thereon by (ii) the applicable Conversion Value (as defined in the relevant series’ Certificate of Designations, Rights and Preferences) then in effect for such series of preferred shares. The Company is not obligated to issue any fractional shares or scrip representing fractional shares upon such conversion and instead shall pay the holder an amount in cash equal to such fraction multiplied by the current market price per share of the Company’s common stock. Mandatory Conversion The Company has the option upon thirty (30) days prior written notice, to convert all of the outstanding shares of the Series C Preferred Stock into such number of fully paid and non-assessable shares of common stock as is determined by dividing (i) the aggregate Liquidation Preference of the shares of the relevant series of preferred stock to be converted plus accrued and unpaid dividends thereon by (ii) the applicable Conversion Value (as defined in the relevant series’ Certificate of Designations, Rights and Preferences) then in effect, if at any time after twelve months following the Original Issue Date of each such series of preferred stock all of the following triggering events occur: (i) The registration statement covering all of the shares of common stock into which the particular series of preferred stock is convertible is effective (or all of the shares of common stock into which the preferred stock is convertible may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended); (ii) the Daily Market Price (as defined in the applicable Certificates of Designations, Rights and Preferences) of the common stock crosses a specified pricing threshold for twenty of the thirty consecutive trading days prior to the date the Company provides notice of conversion to the holders; and (iii) the average daily trading volume (subject to adjustment for stock dividends, subdivisions and combinations) of the common stock for at least twenty of the thirty consecutive trading days prior to the date the Company provides notice of conversion to the holders exceeds 6,250 shares. As of December 31, 2015, outstanding shares of the Series C Preferred Stock were convertible into 8,456 shares of our common stock at a conversion price of $27.20 per share, and the applicable Daily Market Price of the common stock for triggering mandatory conversion equaled $72.00 per share. Common Stock In May 2015, the Company closed an underwritten public offering of 10,925,000 shares of the Company's common stock, including 1,425,000 shares of common stock issued pursuant to the underwriter’s exercise of its overallotment option, at the public offering price of $8.00 per share. The net proceeds, after deducting the underwriter’s discounts and commission and other offering expenses, were approximately $81.9 million . In March 2014, the Company closed an underwritten public offering of 5,452,725 shares of the Company’s common stock, including 711,225 shares of common stock issued pursuant to the underwriter’s exercise of its overallotment option, at the public offering price of $11.60 per share. The net proceeds, after deducting the underwriter’s discounts and commission and other offering expenses, were approximately $59.2 million . The Company accounts for registered common stock warrants issued in March 2013 under the authoritative guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, the registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. The Company classifies registered warrants on the consolidated balance sheet as a current liability which is revalued at each balance sheet date subsequent to the initial issuance. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment, including estimating stock price volatility and expected warrant life. The Company develops its estimates based on historical data. A small change in the estimates used may have a relatively large change in the estimated valuation. The Company uses the Black-Scholes pricing model to value the registered warrants. Changes in the fair market value of the warrants are reflected in the consolidated statement of operations as “Change in fair value of common stock warrants.” Warrants The following table summarizes the warrants outstanding as of December 31, 2015 and 2014 : As of December 31, 2015 As of December 31, 2014 Issued in Connection With: Exercise Price Expiration Date Number of Warrants Common Stock Warrant Liability Number of Warrants Common Stock Warrant Liability March 2013 financing $ 3.17 September 12, 2018 284,091 $ 1,301,138 284,091 $ 2,022,729 Warrants assumed in June 2009 Merger $ 4.08 - 5.12 April 28, 2016 276,813 — 727,969 — Total 560,904 $ 1,301,138 1,012,060 $ 2,022,729 During the year ended December 31, 2015 , no warrants to purchase shares of the Company's common stock which were issued in connection with the March 2013 financing were exercised. During the year ended December 31, 2014, 471,590 shares of the Company's common stock which were issued in connection with the March 2013 financing were exercised, with proceeds to the Company $1.5 million . During the year ended December 31, 2014, warrants to purchase 1,673,750 shares of the Company's common stock which were issued in connection with the January 2011 financing were exercised, with proceeds to the Company of $9.4 million . During the year ended December 31, 2015 and 2014, warrants to purchase 426,625 and 274,083 shares of the Company's common stock which were assumed in the June 2009 Merger were exercised, with proceeds to the Company of $2.0 million and $1.0 million , respectively. In July 2014, warrants expired to purchase 83,334 shares of the Company's common stock issued in connection with the July 2009 financing. Stock Options The Company has one active stock-based incentive plan, the Amended and Restated 2007 Omnibus Incentive Plan (the “Incentive Plan”), pursuant to which the Company has granted stock options and restricted stock awards to executive officers, directors and employees. The Incentive Plan was adopted on March 31, 2007, approved by the stockholders on May 4, 2007, approved by the stockholders as amended on May 2, 2008, and approved by the stockholders as amended and restated on August 25, 2009, May 14, 2010, May 22, 2014 and May 8, 2015. On May 14, 2010 the stockholders approved to increase the aggregate number of shares available for grant under the Incentive Plan by 500,000 and to provide that the aggregate number of shares available for grant under the Incentive Plan will be increased on January 1 of each year beginning in 2011 by a number of shares equal to the lesser of (1) 513,833 or (2) such lesser number of shares as may be determined by the Board. On May 22, 2014 and May 8, 2015, the stockholders approved to increase the aggregate number of shares available for grant under the Incentive Plan by 1,250,000 and 2,000,000 , respectively. At December 31, 2015 , the Incentive Plan reserves 7,256,664 shares of common stock for issuance as or upon exercise of incentive awards granted and to be granted at future dates. At December 31, 2015 , the Company had 2,020,627 shares of common stock available for future grant under the Incentive Plan, and 230,000 shares of unvested restricted stock units and options to purchase 4,478,425 shares of common stock outstanding under the Incentive Plan. The awards granted and available for future grant under the Incentive Plan generally vest over three years and have a maximum contractual term of ten years. The Incentive Plan terminates by its terms on March 31, 2017. The Incentive Plan supersedes all of the Company’s previous stock option plans, which include the Amended 2000 Stock Option Plan and the VGX Equity Compensation Plan, under which the Company had options to purchase 148,878 and 1,235,061 shares of common stock outstanding at December 31, 2015 , respectively. The terms and conditions of the options outstanding under these plans remain unchanged. Total compensation cost for our stock plans recognized in the consolidated statement of operations for the years ended December 31, 2015 , 2014 and 2013 was $5.8 million , $4.8 million and $1.2 million , respectively, of which $3.2 million , $2.8 million and $555,000 was included in research and development expenses and $2.6 million , $2.0 million and $605,000 was included in general and administrative expenses, respectively. At December 31, 2015 and 2014 , there was $5.4 million and $5.3 million of total unrecognized compensation cost, respectively, related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years and 2.0 years respectively. At December 31, 2015, there was $1.2 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.1 years. The fair value of options granted to non-employees at the measurement dates were estimated using the Black-Scholes pricing model. Total stock-based compensation for options granted to non-employees for the years ended December 31, 2015 , 2014 and 2013 was $385,000 , $585,000 and $714,000 , respectively. As of December 31, 2015 , 991,346 non-employee options remained outstanding. The following table summarizes total stock options outstanding at December 31, 2015 : Options Outstanding Options Exercisable Exercise Price Options Outstanding Weighted-Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Options Exercisable Weighted-Average Exercise Price $0.00-$3.00 1,269,241 6.5 $ 2.24 1,111,045 $ 2.3 $3.01-$6.00 1,525,015 2.4 $ 4.84 1,521,109 $ 4.8 $6.01-$9.00 2,080,183 7.4 $ 7.38 1,021,290 $ 7.1 $9.01-$12.00 180,464 5.5 $ 10.31 127,599 $ 10.3 $12.01-$15.00 807,461 7.3 $ 12.93 455,590 $ 12.9 5,862,364 5.9 $ 6.46 4,236,633 $ 5.7 At December 31, 2015 , the aggregate intrinsic value of options outstanding was $8.8 million , the aggregate intrinsic value of options exercisable was $8.1 million , and the weighted average remaining contractual term of options exercisable was 4.7 years. At December 31, 2015 , 1,511,930 stock options are expected to vest. Stock option activity under our stock option plans was as follows: Number of Shares Weighted-Average Exercise Price Balance, December 31, 2014 4,840,514 $ 6.19 Granted 1,337,260 7.61 Exercised (125,258 ) 4.40 Cancelled (190,152 ) 9.82 Balance, December 31, 2015 5,862,364 $ 6.46 The weighted average exercise price was $10.89 for the 83,696 options which expired during the year ended December 31, 2015 , $15.95 for the 70,517 options which expired during the year ended December 31, 2014 and $5.32 for the 124,003 options which expired during the year ended December 31, 2013 . The weighted average grant date fair value per share was $4.60 , $9.19 and $1.76 for options granted during the years ended December 31, 2015 , 2014 and 2013 , respectively. The weighted average grant date fair value was $7.76 per share for restricted stock units granted during the year ended December 31, 2015. There were no restricted stock units granted during the years ended December 31, 2014 or 2013. The Company received $552,000 , $1.4 million and $1.6 million in proceeds from the exercise of stock options during the years ended December 31, 2015 , 2014 and 2013 , respectively. The aggregate intrinsic value of options exercised was $456,000 , $2.0 million and $2.5 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. |