Stockholders' Equity | 8. Stockholders’ Equity Common Stock In November 2015, the Company filed a 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 the Company to offer up to $125.0 million of securities from time to time in one or more public offerings of its common stock. In addition, the Company entered into a Controlled Equity Offering sales agreement with Cantor Fitzgerald, under which the Company may sell, subject to certain limitations, up to $40 million of common stock through Cantor Fitzgerald, acting as agent. In 2015, the Company raised net proceeds (net of commissions) of approximately $14.3 million from the sale of approximately 7.1 million shares of its common stock in the open market through the Controlled Equity Offering program with Cantor Fitzgerald at a weighted average price of $2.09 per share. In 2016, the Company raised net proceeds of approximately $16.1 million (after deducting underwriting discounts and commissions and offering expense) through the sale of approximately 13.8 million shares of its common stock in an underwritten public offering at a price to the public of $1.25 per share and raised net proceeds (net of commissions) of approximately $7.6 million from the sale of approximately 5.2 million shares of its common stock in the open market through the Controlled Equity Offering program with Cantor Fitzgerald at a weighted average price of $1.50 per share. In 2017, the Company raised net proceeds (net of commissions) of approximately $12.0 million from the sale of approximately 8.9 million shares of common stock in the open market through the Controlled Equity Offering program with Cantor Fitzgerald at a weighted average price of $1.39 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. At the Company’s annual stockholders meeting in June 2010, the stockholders approved 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. At the Company’s annual stockholders meeting in June 2011, June 2014 and June 2016, the stockholders approved amendments 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, 4,000,000 shares and 5,000,000 shares, respectively, each of which had previously been approved by the Board of Directors. A total of 33,449,989 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, 2017, 3,348,584 shares of common stock were available for future grant and options to purchase 30,101,405 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, which provided for the issuance of stock options to non-employee directors of the Company. As of December 31, 2017, options to purchase 200,000 shares of common stock were outstanding under this plan, all of which were vested. The 2000 Directors’ Stock Option Plan expired in September 2000. Grants of stock options to our non-employee directors are made through the 2000 Stock Plan since September 2000. 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 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 2,900,000 shares of common stock have been reserved for issuance under this plan. As of December 31, 2017, 480,282 shares of common stock were available for future grant and 2,419,718 shares of common stock have been issued under the 2000 Employee Stock Purchase Plan. As of December 31, 2017, shares of common stock reserved for future issuance consisted of the following: December 31, 2017 Stock options outstanding 30,301,405 Stock options available for grant 3,348,584 Employee Stock Purchase Plan 480,282 34,130,271 A summary of stock option activity under all stock-based compensation plans is as follows: Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2016 28,463,737 $ 2.09 5.11 $ 3.9 Options granted 4,660,594 $ 1.33 Options exercised (545,088 ) $ 1.03 Options forfeited (285,470 ) $ 1.26 Options expired (1,992,368 ) $ 4.06 Outstanding at December 31, 2017 30,301,405 $ 1.87 5.18 $ 0.4 Exercisable at December 31, 2017 26,280,797 $ 1.96 4.69 $ 0.4 Vested and expected to vest at December 31, 2017 30,301,405 $ 1.87 5.18 $ 0.4 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 2017 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 in-the-money options on December 31, 2017. This amount changes based on the fair market value of the Company’s common stock. The total intrinsic value of options exercised was $328,000, $158,000 and $985,000 for the years ended December 31, 2017, 2016 and 2015, respectively. In lieu of providing cash bonuses to certain employees, in January 2017, 2016 and 2015, the Company granted its employees stock options to purchase 1.7 million, 1.4 million and 1.5 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 $0.92 in 2017, $0.81 in 2016 and $0.65 in 2015 determined by the Black-Scholes option valuation method. There were no options granted with exercise prices lower than fair market value in 2017, 2016 and 2015. 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, 2017, 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, 2017 2016 2015 Cost of product revenues $ 109 $ 106 $ 108 Research and development 1,415 1,433 1,400 Selling, general and administrative 1,081 1,116 1,152 $ 2,605 $ 2,655 $ 2,660 Because the Company had a net operating loss carryforward as of December 31, 2017, 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 2016, 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. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. The Company recognizes the expense on a straight-line basis. The expense for options is recognized over the requisite service periods of the awards, which is generally the vesting period. Expected Term. The expected term of options granted represents the period of time that the options are expected to be outstanding. The Company determines the expected life using historical options experience. This develops the expected life by taking the weighted average of the actual life of options exercised and cancelled and assumes that outstanding options are exercised uniformly from the current holding period through the end of the contractual life. Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of the Company’s common stock. Risk-Free Rate. The Company bases the risk-free rate that it uses in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with substantially equivalent remaining terms. Dividends. The Company has never paid any cash dividends on its common stock and the Company does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation model. The Company used the following assumptions to estimate the fair value of options granted (including fully vested options issued in January 2017, 2016 and 2015) and shares purchased under its stock plans and employee stock purchase plan for the years ended December 31, 2017, 2016 and 2015: Year ended December 31, 2017 2016 2015 Stock Options Risk-free rate 2.0-2.5% 1.3-2.4% 1.5-2.4% Expected dividend yield — — — Expected term (in years) 6.8-10.0 6.5-10.0 6.5-10.0 Volatility 75-86% 76-83% 78-85% Forfeiture rate 0.0 % 4.2 % 6.0 % (1) Effective January 1, 2017, the Company elected to account for forfeitures as they occur. Year ended December 31, 2017 2016 2015 Employee Stock Purchase Plan Risk-free rate 0.6-1.3% 0.3-0.6% 0.1-0.3% Expected dividend yield — — — Expected term (in years) 0.5 0.5 0.5 Volatility 44-146% 65-81% 68-95% There were 122,033, 114,025 and 113,625 shares purchased under the Company’s employee stock purchase plan during the years ended December 31, 2017, 2016 and 2015, respectively. Included in the statement of operations and comprehensive loss for the year ended December 31, 2017, 2016 and 2015 was $34,000, $45,000 and $62,000, 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, 2017, $3.0 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 2021. The weighted average term of the unrecognized stock-based compensation expense is 2.2 years. The following table summarizes information about stock options outstanding at December 31, 2017: Options Outstanding Options Exercisable Range of Exercise Price Number of Options Outstanding Weighted- Average Remaining Contractual Life (In years) Weighted- Average Exercise Price Number of Options Exercisable Weighted- Average Exercise Price $0.73 - $0.88 5,220,108 5.69 $ 0.84 4,600,285 $ 0.83 $0.93 - $1.16 3,199,479 7.66 $ 1.15 2,299,333 $ 1.15 $1.19 - $1.20 254,293 7.61 $ 1.19 251,793 $ 1.19 $1.21 - $1.21 3,390,536 5.10 $ 1.21 3,372,536 $ 1.21 $1.24 - $1.26 140,938 5.16 $ 1.26 140,938 $ 1.26 $1.31 - $1.31 3,606,656 8.59 $ 1.31 2,020,733 $ 1.31 $1.33 - $2.04 2,442,795 7.55 $ 1.49 1,686,929 $ 1.47 $2.09 - $2.09 3,802,601 4.68 $ 2.09 3,683,939 $ 2.09 $2.13 - $3.11 4,767,668 2.06 $ 2.61 4,747,980 $ 2.61 $3.26 - $6.29 3,476,331 1.66 $ 4.39 3,476,331 $ 4.39 $0.73 - $6.29 30,301,405 5.18 $ 1.87 26,280,797 $ 1.96 The Company received $562,000, $290,000 and $1.0 million in cash from option exercises under all stock-based compensation plans for the years ended December 31, 2017, 2016 and 2015, respectively. |