Stockholders' Equity | 9. Stockholders’ Equity Common Stock In December 2013, the Company filed a shelf registration statement on Form S-3 with the SEC, which upon being declared effective in January 2014, allowed for the offer of up to $100.9 million of securities from time to time in one or more public offerings of common stock. In addition, the Company entered into a Controlled Equity Offering sales agreement with Cantor Fitzgerald & Co., (Cantor Fitzgerald), under which it may sell, subject to certain limitations, up to $25 million of common stock through Cantor Fitzgerald, acting as agent. In November 2015, we filed a new shelf registration statement on Form S-3 with the SEC, which upon being declared effective in November 2015, terminated the December 2013 registration statement and allowed us to offer up to $125.0 million of securities from time to time in one or more public offerings of our common stock. In addition, we entered into a Controlled Equity Offering sales agreement with Cantor Fitzgerald & Co., (Cantor Fitzgerald), under which we may sell, subject to certain limitations, up to $40 million of common stock through Cantor Fitzgerald, acting as agent. During 2014, we raised net proceeds (net of commissions) of approximately $4.7 million from the sale of 2,907,664 shares of common stock in the open market through the December 2013 agreement with Cantor Fitzgerald at a weighted average price of $1.65 per share. In 2015, we raised net proceeds (net of commissions) of approximately $14.3 million from the sale of 7,066.607 shares of our common stock in the open market through the agreements with Cantor Fitzgerald at a weighted average price of $2.09 per share. Description of Stock-Based Compensation Plans 2000 Stock Plan (Incentive Stock Plan) In January 2000, the Company’s Board of Directors and stockholders adopted the DURECT Corporation 2000 Stock Plan, under which incentive stock options and non-statutory stock options and stock purchase rights may be granted to employees, consultants and non-employee directors. The 2000 Stock Plan was amended by written consent of the Board of Directors in March 2000 and written consent of the stockholders in August 2000. In April 2005, the Board of Directors approved certain amendments to the 2000 Stock Plan. At the Company’s annual stockholders meeting in June 2005, the stockholders approved the amendments of the 2000 Stock Plan to: (i) expand the types of awards that the Company may grant to eligible service providers under the Stock Plan to include restricted stock units, stock appreciation rights and other similar types of awards (including other awards under which recipients are not required to pay any purchase or exercise price) as well as cash awards; and (ii) include certain performance criteria that may be applied to awards granted under the Stock Plan. In April 2010, the Board of Directors approved certain amendments to the 2000 Stock Plan. At the Company’s annual stockholders meeting in June 2010, the stockholders approved the amendments of the 2000 Stock Plan to: (i) provide that the number of shares that remain available for issuance will be reduced by two shares for each share issued pursuant to an award (other than an option or stock appreciation right) granted on or after the date of the 2010 Annual Meeting; (ii) expand the types of transactions that might be considered repricings and option exchanges for which stockholder approval is required; (iii) provide that shares tendered or withheld in payment of the exercise price of an option or withheld to satisfy a withholding obligation, and all shares with respect to which a stock appreciation right is exercised, will not again be available for issuance under the Stock Plan; (iv) require that options and stock appreciation rights have an exercise price or base appreciation amount that is at least fair market value on the grant date, except in connection with certain corporate transactions, and that stock appreciation rights may not have longer than a 10-year term; (v) add new performance goals that may be used to provide “performance-based compensation” under the 2000 Stock Plan; (vi) extend the term of the 2000 Stock Plan to the date that is ten (10) years following the stockholders meeting; and (vii) expand the treatment of outstanding awards in connection with certain changes of control of the Company to cover mergers in which the consideration payable to stockholders is not solely securities of the successor corporation. In March 2011, the Board of Directors approved an amendment to the 2000 Stock Plan. At the Company’s annual stockholders meeting in June 2011, the stockholders approved the amendment of the 2000 Stock Plan to increase the number of shares of the Company’s common stock available for issuance by 5,500,000 shares. A total of 29,294,260 shares of common stock have been reserved for issuance under this plan. The plan expires in June 2020. In April 2013, the Board of Directors approved certain amendments to the 2000 Stock Plan to: (i) increase the number of stock options granted to a non-employee director on the date which such person first becomes a director from 30,000 to 70,000 shares of common stock; each option shall have a ten-year term, become exercisable in installments of one-third of the total number of options granted on each anniversary of the grant and have a two-year period following termination of Director status in which the former director can exercise the option; (ii) modify the exercise period for future option grants to a non-employee director in which a former director can exercise the option following termination of Director status from a one year period to a two-year period. Options granted under the 2000 Stock Plan expire no later than ten years from the date of grant. Options may be granted with different vesting terms from time to time not to exceed five years from the date of grant. The option price of an incentive stock option granted to an employee or of a nonstatutory stock option granted to any person who owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary) shall be no less than 110% of the fair market value per share on the date of grant. The option price of an incentive stock option granted to any other employee shall be no less than 100% of the fair market value per share on the date of grant. As of December 31, 2015, 2,405,807 shares of common stock were available for future grant and options to purchase 26,888,453 shares of common stock were outstanding under the 2000 Stock Plan. 2000 Directors’ Stock Option Plan In March 2000, the Board of Directors adopted the 2000 Directors’ Stock Option Plan. A total of 300,000 shares of common stock had been reserved initially for issuance under this plan. The directors’ plan provides that each person who becomes a non-employee director of the Company after the effective date of the Company’s initial public offering will be granted a non-statutory stock option to purchase 20,000 shares of common stock on the date on which the optionee first becomes a non-employee director of the Company. This plan also provides that each option granted to a new director shall vest at the rate of 33 1 /3% per year and each annual option of 5,000 shares shall vest in full at the end of one year. At the Company’s annual stockholders meeting in June 2002, the stockholders approved an amendment of the 2000 Directors’ Stock Option Plan to: (i) increase the number of stock options granted to a non-employee director on the date which such person first becomes a director from 20,000 to 30,000 shares of common stock; (ii) increase the number of stock options granted to each non-employee director on the date of each annual meeting of the stockholders after which the director remains on the Board from 5,000 to 12,000 shares of common stock; and (iii) reserve 200,000 additional shares of common stock for issuance under the 2000 Directors’ Stock Option Plan so that the total number of shares reserved for issuance is 500,000. In April 2005, the Board of Directors approved certain amendments to the 2000 Directors’ Stock Option Plan. At the Company’s annual stockholders meeting in June 2005, the stockholders approved the amendments of the 2000 Directors’ Stock Option Plan to: (i) increase the number of shares of common stock issuable under the Director’s Plan by an additional 425,000 shares, to an aggregate of 925,000 shares; (ii) increase the number of option shares issued to nonemployee directors annually in connection with their continued service on the Board from 12,000 shares to 20,000 shares; and (iii) modify the vesting of such annual option grants so that such shares vest completely on the day before the first anniversary of the date of grant. The plan expired in September 2010. Awards to our non-employee directors have been granted under the 2000 Stock Plan following that date. As of December 31, 2015, no shares of common stock were available for future grant and options to purchase 410,000 shares of common stock were outstanding under the 2000 Director’s Stock Option Plan. 2000 Employee Stock Purchase Plan In August 2000, the Company adopted the 2000 Employee Stock Purchase Plan. This purchase plan is implemented by a series of overlapping offering periods of approximately 24 months’ duration, with new offering periods, other than the first offering period, beginning on May 1 and November 1 of each year and ending April 30 and October 31, respectively, two years later. The purchase plan allows eligible employees to purchase common stock through payroll deductions at a price equal to the lower of 85% of the fair market value of the Company’s common stock at the beginning of each offering period or at the end of each purchase period. The initial offering period commenced on the effectiveness of the Company’s initial public offering. In April 2010, the Board of Directors approved certain amendments to the 2000 Employee Stock Purchase Plan. At the Company’s annual stockholders meeting in June 2010, the stockholders approved the amendments of the 2000 Employee Stock Purchase Plan to: (i) increase the number of shares of our common stock authorized for issuance under the ESPP by 250,000 shares; (ii) extend the term of the ESPP to the date that is ten (10) years following the stockholders meeting; (iii) provide for six-month consecutive offering periods beginning on November 1, 2010; (iv) revise certain provisions to reflect the final regulations issued under Section 423 of the Code by the Internal Revenue Service; and (v) provide for the cash-out of options outstanding under an offering period in effect prior to the consummation of certain corporate transactions as an alternative to providing for a final purchase under such offering period. In March 2015, the Board of Directors approved certain amendments to the 2000 Employee Stock Purchase Plan. At the Company’s annual stockholders meeting in June 2015, the stockholders approved the amendments of the 2000 Employee Stock Purchase Plan to: (i) increase the number of shares of our common stock authorized for issuance under the ESPP by 350,000 shares; and (ii) extend the term of the ESPP to the date that is ten (10) years following the stockholders meeting. The plan expires in June 2025. A total of 2,550,000 shares of common stock have been reserved for issuance under this plan. As of December 31, 2015, 366,340 shares of common stock were available for future grant and 2,183,660 shares of common stock have been issued under the 2000 Employee Stock Purchase Plan. As of December 31, 2015, shares of common stock reserved for future issuance consisted of the following: December 31, Stock options outstanding 27,298,453 Stock options available for grant 2,405,807 Employee Stock Purchase Plan 366,340 30,070,600 A summary of stock option activity under all stock-based compensation plans is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2012 20,902,156 $ 3.07 5.41 $ — Options granted 4,592,849 $ 1.21 Options exercised (187,014 ) $ 1.01 Options forfeited (94,055 ) $ 1.38 Options expired (1,517,352 ) $ 3.17 Outstanding at December 31, 2013 23,696,584 $ 2.73 5.45 $ 5.2 Options granted 3,747,428 $ 1.94 Options exercised (300,602 ) $ 0.99 Options forfeited (144,611 ) $ 1.50 Options expired (2,758,960 ) $ 2.95 Outstanding at December 31, 2014 24,239,839 $ 2.61 5.72 $ — Options granted 4,299,290 $ 1.09 Options exercised (925,636 ) $ 1.13 Options forfeited (15,990 ) $ 1.34 Options expired (299,050 ) $ 3.58 Outstanding at December 31, 2015 27,298,453 $ 2.41 5.39 $ 13.5 Exercisable at December 31, 2015 23,222,277 $ 2.59 4.86 $ 10.1 Vested and expected to vest at December 31, 2015 27,028,688 $ 2.42 5.36 $ 13.2 The aggregate intrinsic value in the table above represents the total intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. This amount changes based on the fair market value of the Company’s common stock. The total intrinsic value of options exercised was $985,000, $178,000, and $77,000 for the years ended December 31, 2015, 2014 and 2013, respectively. In January 2015, January 2014 and February 2013, the Company granted its employees stock options to purchase $1.5 million, 966,000, and 1.7 million shares, respectively, of the Company’s common stock, which vested immediately on the grant date. The weighted-average grant-date fair value of all options granted with exercise prices equal to fair market value was $0.65 in 2015, $1.53 in 2014 and $0.85 in 2013 determined by the Black-Scholes option valuation method. There were no options granted with exercise prices lower than fair market value in 2015, 2014 and 2013. Expenses for non-employee stock options are recorded over the vesting period of the options, with the value determined by the Black-Scholes option valuation method and remeasured over the vesting term. As of December 31, 2015, the Company had three stock-based equity compensation plans, which are described above. The employee stock-based compensation cost that has been included in the statements of operations and comprehensive loss is shown as below (in thousands): Year ended December 31, 2015 2014 2013 Cost of product revenues $ 108 $ 149 $ 170 Research and development 1,400 1,697 1,999 Selling, general and administrative 1,152 1,234 1,257 $ 2,660 $ 3,080 $ 3,426 Because the Company had a net operating loss carryforward as of December 31, 2015, no excess tax benefits for the tax deductions related to stock-based compensation expense were recognized in the statement of operations. Additionally, no incremental tax benefits were recognized from stock options exercised during 2015, which would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities. Determining Fair Value Valuation and Expense Recognition. Expected Term. Expected Volatility. Risk-Free Rate. Dividends. The Company used the following assumptions to estimate the fair value of options granted (including fully vested options issued in January 2015 and 2014, and February 2013) and shares purchased under its stock plans and employee stock purchase plan for the years ended December 31, 2015, 2014 and 2013: Year ended December 31, 2015 2014 2013 Stock Options Risk-free rate 1.5-2.4 % 1.9-2.8 % 0.9-2.9 % Expected dividend yield — — — Expected term (in years) 6.5-10.0 6.5-10.0 5.3-10.0 Volatility 78-85 % 76-85 % 77-86 % Forfeiture rate 6.0 % 7.2 % 8.4 % Year ended December 31, 2015 2014 2013 Employee Stock Purchase Plan Risk-free rate 0.1-0.3 % 0.1 % 0.1-0.2 % Expected dividend yield — — — Expected term (in years) 0.5 0.5 0.5 Volatility 68-95 % 60-81 % 64-81 % There were 113,625, 115,412 and 128,433 shares purchased under the Company’s employee stock purchase plan during the years ended December 31, 2015, 2014 and 2013, respectively. Included in the statement of operations and comprehensive loss for the year ended December 31, 2015, 2014 and 2013 was $62,000, $43,000 and $56,000, respectively, in stock-based compensation expense related to the recognition of expenses related to shares purchased under the Company’s employee stock purchase plan. As of December 31, 2015, $3.5 million of total unrecognized compensation costs related to nonvested stock options is expected to be recognized over the respective vesting terms of each award through 2018. The weighted average term of the unrecognized stock-based compensation expense is 2.1 years. The following table summarizes information about stock options outstanding at December 31, 2015: Options Outstanding Options Exercisable Range of Number of Weighted- Weighted- Number of Weighted- $0.73 – 0.87 2,494,482 6.18 $ 0.78 2,346,554 $ 0.78 $0.88 – 0.88 3,235,932 9.02 $ 0.88 1,631,647 $ 0.88 $1.00 – 1.20 388,855 7.63 $ 1.08 310,292 $ 1.10 $1.21 – 1.21 3,537,417 7.09 $ 1.21 3,015,494 $ 1.21 $1.24 – 1.93 1,436,463 8.16 $ 1.46 1,033,358 $ 1.46 $2.09 – 2.09 3,956,166 6.73 $ 2.09 2,949,018 $ 2.09 $2.13 – 2.77 2,739,429 4.32 $ 2.22 2,636,205 $ 2.21 $2.80 – 3.26 4,166,269 4.38 $ 3.16 3,956,269 $ 3.18 $3.29 – 5.27 3,695,694 0.81 $ 4.59 3,695,694 $ 4.59 $5.38 – 6.32 1,647,746 1.92 $ 5.91 1,647,746 $ 5.91 $0.73 – 6.32 27,298,453 5.39 $ 2.41 23,222,277 $ 2.59 The Company received $1.0 million, $299,000 and $188,000 in cash from option exercises under all stock-based compensation plans for the years ended December 31, 2015, 2014 and 2013, respectively. |