Common Stock Equity Incentive Plan | Common Stock Equity Incentive Plan 2009 Equity Incentive Plan In April 2000, the stockholders approved the Company's 2000 Equity Incentive Plan (the 2000 Plan), in July 2009, the stockholders approved the Company's 2009 Equity Incentive Plan (the 2009 Plan), and in May 2019, the stockholders approved to amend and extend the Company's 2009 Equity Incentive Plan (the 2019 Plan). Following the approval of the 2019 Plan, no additional stock awards will be granted under the 2009 Plan. Shares that remained available for issuance pursuant to the exercise of options or issuance or settlement of stock awards under the 2009 Plan became available for issuance pursuant to the 2019 Plan and all shares that would have otherwise returned to the 2009 Plan became available for issuance pursuant to the 2019 Plan. Under the provisions of the 2019 Plan, the Company may grant the following types of common stock awards: • Incentive Stock Options • Nonstatutory Stock Options • Restricted Stock Awards • Stock Appreciation Rights Awards under the 2019 Plan, as amended, may be made to officers, employees, members of the Board of Directors, advisors, and consultants to the Company. As of June 30, 2019, there were 12,400,653 shares of common stock authorized for the 2019 Plan and 2,747,181 shares remained available for issuance. The following table summarizes the authorized increases of common stock under the 2009 Plan: Date Authorized Authorized Shares Added May 15, 2010 1,238,095 January 7, 2011 714,285 January 1, 2012 823,649 January 1, 2013 839,407 January 1, 2014 1,062,920 January 1, 2015 1,119,233 January 1, 2016 1,152,565 January 1, 2017 1,166,546 January 1, 2018 1,484,382 January 1, 2019 1,490,048 The increases in the authorized shares of common stock under the 2009 Plan in 2010 and 2011 were approved by the Company’s stockholders. The increases in the authorized shares of common stock under the 2009 Plan in 2012 through 2019 were made pursuant to an “evergreen provision,” in accordance with which, on January 1 of each year, from 2013 to (and including) 2019, a number of shares of common stock in an amount equal to 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or such lesser amount of shares (or no shares) approved by the Company's Board of Directors, was added or will be added to the shares reserved under the 2009 Plan. On May 9, 2019, the Company’s stockholders approved an amendment to the 2009 Plan which, among other modifications, included decreasing the automatic annual “evergreen provision” from 4% to 3%, in accordance with which, on January 1 of each year, from 2020 to (and including) 2029, a number of shares of common stock in an amount equal to 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or such lesser amount of shares (or no shares) approved by the Company's Board of Directors, was added or will be added to the shares reserved under the 2009 Plan. 2010 Non-Employee Directors' Stock Award Plan Under the terms of the Company’s 2010 Non-Employee Directors’ Stock Award Plan (the Directors’ Plan) which became effective on November 10, 2011, 238,095 shares of common stock were reserved for future issuance. On May 9, 2013, an additional 161,905 shares of common stock were added to the shares reserved for future issuance under the Directors' Plan. As of June 30, 2019, no shares remain available for issuance under the Directors' Plan. 2010 Employee Stock Purchase Plan Under the terms of the Company’s 2010 Employee Stock Purchase Plan (the 2010 Purchase Plan), which became effective on November 10, 2011, 214,285 shares of common stock were reserved for future issuance. On May 9, 2013, an additional 185,715 shares of common stock were added to the shares reserved for future issuance under the 2010 Purchase Plan. As of June 30, 2019, 29,542 shares remained available for issuance under the 2010 Purchase Plan. Share-based Compensation Share-based compensation expense for the three months ended June 30, 2019 and 2018 was $1.8 million and $4.2 million, respectively. Share-based compensation expense for the six months ended June 30, 2019 and 2018 was $3.7 million and $9.0 million, respectively. Share-based compensation expense is allocated between research and development and general and administrative expenses within the condensed consolidated statements of operations. As of June 30, 2019, the total compensation cost related to nonvested option awards not yet recognized was $7.0 million and the weighted-average period over which it is expected to be recognized is 2.5 years. Stock Options and Performance Stock Options The following table summarizes the stock option activity, including options with market and performance conditions, for the six months ended June 30, 2019: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 7,979,644 $ 11.86 4.5 Options granted 1,561,675 1.80 Options exercised — — Options forfeited (29,697) 8.02 Options expired (1,001,911) 3.92 Outstanding at end of period 8,509,711 $ 10.96 5.5 Options exercisable at end of period 5,847,372 $ 13.78 3.9 The Company estimates the fair value of each stock option grant on the date of grant using a Black-Scholes option pricing model. For stock option grants issued with a market condition, the Company used a Monte Carlo simulation valuation model to determine the grant date fair value. The following table summarizes the range of assumptions used to estimate the fair value of stock options granted, including those options granted with a market condition, during the six months ended June 30, 2019: Risk-free interest rate 2.3% to 2.7% Expected dividend yield —% Expected volatility 77.6% to 79.6% Expected term (in years) 4.0 to 7.7 Weighted-average grant-date fair value per share $1.28 No options were exercised during the six months ended June 30, 2019. The fair value of awards vested during the six months ended June 30, 2019 was $4.0 million. During the six months ended June 30, 2019, the Company’s Board of Directors approved and granted 650,000 shares of equity awards to certain executives with either market or performance conditions. The equity awards had a weighted-average grant date fair value per share of $1.24. The equity awards vest upon the achievement of certain performance conditions. Certain performance conditions relating to the equity awards granted in 2017 were met during the three and six months ended June 30, 2019 and 79,849 shares vested. Restricted Stock and Performance Restricted Stock Restricted stock is common stock that is subject to restrictions, including risks of forfeiture, determined by the planning committee of the Board of Directors in its sole discretion, for as long as such common stock remains subject to any such restrictions. A holder of restricted stock has all rights of a stockholder with respect to such stock, including the right to vote and to receive dividends thereon, except as otherwise provided in the award agreement relating to such award. Restricted stock awards are classified as equity within the consolidated balance sheets. The fair value of each restricted stock grant is estimated on the date of grant using the closing price of the Company's common stock on The Nasdaq Stock Market on the date of grant. A summary of the Company's unvested restricted stock, including restricted stock with performance conditions, at June 30, 2019 and changes during the six months ended June 30, 2019 are as follows: Number of restricted stock shares Weighted average grant date fair value Unvested at beginning of period 68,585 $ 37.75 Granted — — Vested (45,579) 39.23 Forfeited/cancelled — — Unvested at end of period 23,006 $ 34.82 As of June 30, 2019, the total remaining unrecognized compensation cost related to restricted stock was approximately $476,000 and is expected to be recognized over a weighted-average period of 0.5 years. The Company does not have a formal policy regarding the source of shares issued upon exercise of stock options or issuance of restricted stock. The Company expects shares issued to be issued from treasury shares or new shares. Option Exchange Program On June 20, 2019, the Company filed a Tender Offer Statement on Schedule TO relating to an option exchange program for its officers and employees (Option Exchange) to exchange certain stock options to purchase up to an aggregate of 5,849,059 shares of the Company's common stock that had been granted to eligible holders, for a lesser number of new stock options with a lower exercise price. Stock options granted prior to December 31, 2018 with an exercise price equal to or greater than $2.97 and held by eligible holders in continuous service through the termination of the Option Exchange were eligible for exchange in the program. The eligible shares were exercisable for a reduced number of shares based on the following exchange ratios: Exercise Price Range per Share Number of Outstanding Eligible Options Exchange Ratio (Surrendered Stock Options to New Stock Options) $2.97-$10.99 2,725,812 2 to 1 $11.00-$24.99 720,373 3 to 1 $25.00-And Up 468,671 4 to 1 Upon the expiration time of the Option Exchange on July 31, 2019, 45 eligible employees and 5 eligible directors had tendered an aggregate of 3,914,856 options, representing 67% of the total eligible options, for 1,720,341 new options to purchase shares of common stock. Each new stock option was granted on July 31, 2019, pursuant to the Company's 2009 Plan, as amended, with an exercise price per share of $1.77 per share, which was the closing market price on the grant date of the new options. |