Stock-Based Compensation | 15. Stock-Based Compensation Certain employees, officers, directors and consultants have been granted options and other equity instruments to purchase common shares under plans adopted in 1996, 2001, 2002, 2005, 2006, 2014 and 2015, or respectively, the 1996 Plan, the 2001 Plan, the 2002 Plan, the 2005 Plan, the 2006 Plan, the 2014 Plan, the 2015 Plan and the 2015 Inducement Plan. The 2001 Plan, 2002 Plan, and 2006 Plan were former Transcept plans that carried forward to the date of the Merger. The 1996 Plan, 2001 Plan, 2002 Plan, and 2005 Plan were cancelled at the effective time of the Merger. The 2006 Plan and 2014 Plan survived the Merger. Upon effectiveness of the 2015 Plan no further awards will be granted under the 2006 Plan and 2014 Plan. Incentive stock and non-statutory stock options must be granted with exercise prices of not less than the fair market value of the common stock on the date of grant. Incentive stock options granted to a stockholder owning more than 10% of voting stock of the Company must have an exercise price of not less than 110% of the fair market value of the common stock on the date of grant. The Company determined the fair market value of common stock until the Company became publicly traded. Stock options are generally granted with terms of up to ten years and vest over a period of one to four years. 2006 Plan The 2006 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock, performance share awards, performance stock units, dividend equivalents, restricted stock units, stock payments, deferred stock, performance-based awards and stock appreciation rights. The outstanding employee stock options generally vested over four years, are exercisable over a period not to exceed the contractual term of ten years from the date the stock options are issued and are granted at prices equal to the fair market value of the Company’s common stock on the grant date. The 2006 Plan was most recently amended and restated effective as of the date of the Company’s 2010 Annual Stockholders’ Meeting. Unless earlier terminated, the 2006 Plan will terminate on June 2, 2020. Stock option exercises and restricted stock units are settled with newly issued common stock from the 2006 Plan’s previously authorized and available pool of shares. A total of 200,206 shares of common stock was authorized for issuance pursuant to the 2006 Plan at the time of its most recent amendment and restatement in 2010, plus the number of shares of the Company’s common stock available for issuance under the 2001 Plan that were not subject to outstanding options, as of the effective date of such amendment and restatement of the 2006 Plan (including shares that are subject to stock options outstanding under s 2001 Plan that expired, were cancelled or otherwise terminated unexercised, or shares that otherwise would have reverted to the share reserve of the 2001 Plan following such effective date). The number of shares of common stock reserved for issuance under the 2006 Plan increased automatically on the first day of each fiscal year by a number of shares equal to the least of: (i) 5.0% of shares of the Company’s common stock outstanding on such date; (ii) 125,000 shares; or (iii) a smaller number determined by the Company’s Board of Directors. This provision resulted in an additional 125,000, and 125,000, and of the Company’s common stock becoming available for issuance on January 1, 2015 and January 1, 2014. During the year ended December 31, 2015, prior to the . 2014 Plan The 2014 Plan provided for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards to employees, officers, directors, and consultants of the Company. Under the 2014 Plan, 67,500 shares of common stock were initially approved for grant. 67,500 shares of fully-vested restricted common stock were granted pursuant to the 2014 Plan to current and former employees and directors of the Company in June 2014. Attendant compensation expense of $0.3 million calculated with reference to the then fair market value of the Company’s common stock determined in good faith by the Company’s Board of Directors was recorded in connection with the June 2014 grant. Also in June 2014, the Board of Directors approved an increase in the shares available for grant under the 2014 Plan to 875,531 shares from the 67,500 shares and granted the resulting 808,031 shares that became available for issuance under the 2014 Plan as options to purchase common stock to certain employees in June 2014. The common stock grants and stock option exercises from the 2014 Plan are settled with newly issued common stock from the 2014 Plan’s previously authorized and available pool of shares. Certain of the options to purchase common stock issued in June 2014 were subsequently modified in 2014 in connection with the termination of the employment of employees holding such options to provide for, among other changes, accelerated vesting terms. Further, in February 2015 the Company’s Board of Directors modified the vesting terms of eight grants made to four executives of the Company aggregating 483,114 stock options previously granted under the 2014 Plan from strictly time-based vesting to include certain performance-based vesting terms associated with completion of data lock in the Company’s Phase 3 clinical trials of IV-to-oral omadacycline for the treatment of ABSSSI and CABP. The Company recognizes compensation cost for awards with performance conditions if and when it concludes that it is probable that the performance condition will be achieved over the requisite service period. The Phase 3 ABSSSI IV-to-oral study data lock occurred in June 2016. This resulted in the vesting of 212,516 stock options. Since the Company believes it is more likely than not that data lock will be reached on the Phase 3 CABP IV-to-oral study, the sum of the incremental compensation cost and any remaining unrecognized compensation cost for the original award on the modification date is being recognized, on a prospective basis, through the projected completion of data lock on the study. During the year ended December 31, 2015, prior to the effectiveness of the 2015 Plan, the Company’s Board of Directors granted 24,000 stock options to directors, officers, employees and consultants to the 2014 Plan with time vesting provisions ranging from one to four years. As of December 31, 2016, no additional shares remained available for issuance the 2014 Plan. 2015 Plans The Company’s Board of Directors adopted a 2015 Inducement Plan in accordance with NASDAQ Rule 5635(c)(4), reserving 360,000 shares of common stock solely for the grant of inducement stock options to new employees, and granting 353,500 stock options under the plan to executives and employees of the Company under the 2015 Inducement Plan with time vesting provisions ranging from one to four years. The Company has not made any additional grants under the 2015 Inducement Plan since December 31, 2015. However, 66,667 stock options granted under the 2015 Inducement Plan were cancelled during the year ended December 31, 2016. Although the Company does not currently anticipate the issuance of additional stock options under the 2015 Inducement Plan, 73,167 shares remain available for grant under that plan, as well as any shares underlying outstanding options that may become available for grant pursuant to the plan’s terms. It is therefore possible that the Company may, based on the business and recruiting needs of the Company, issue additional stock options under the 2015 Inducement Plan. The Company’s Board of Directors also adopted the 2015 Plan, which was approved by Company stockholders at the Annual Meeting held on June 9, 2015, reserving 1,200,000 shares of common stock for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards to directors, officers, employees and consultants. The 2015 Plan is intended to be the successor to and continuation of the 2006 Plan and the 2014 Plan, or collectively, the Prior Plans. When the 2015 Plan became effective, no additional stock awards were granted under the Prior Plans, although all outstanding stock awards granted under the Prior Plans will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the Prior Plans. The number of shares available for issuance under the 2015 Plan was initially 1,200,000, plus the number of shares that again become available for grant as a result of forfeited or terminated awards or shares withheld in satisfaction of the exercise price of withholding obligations associated with awards under the Prior Plans, not to exceed 2,000,000 shares. 1,167,931 and 880,430 shares of common stock were automatically added to the shares authorized for issuance under the 2015 Plan on January 1, 2017 and January 1, 2016, respectively, pursuant to a “Share Reserve” provision contained in the 2015 Plan. The Share Reserve will automatically increase on January 1 st During the year ended December 31, 2016, the Company’s Board of Directors granted 236,000 restricted stock units to executives and employees of the Company and 723,500 stock options to directors, officers, employees and consultants to the Company under the 2015 Plan with time vesting provisions ranging from one to four years. 42,500 restricted stock units and 90,716 stock options granted under the 2015 Plan were cancelled or forfeited during the year ended December 31, 2016. Total shares available for future issuance under the 2015 Plan are 337,646 shares as of December 31, 2016. A summary of stock option activity and related information through December 31, 2016 follows: Number of Shares Weighted Average Exercise Price Weighted– Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding Balances at December 31, 2015 2,242,890 $ 17.91 9.10 $ 10,692 Granted 723,500 14.27 Exercised (2,508 ) 4.30 Cancelled or forfeited (183,091 ) 23.18 Balances at December 31, 2016 2,780,791 $ 16.63 8.27 $ 8,809 Exercisable December 31, 2016 1,157,002 $ 16.82 7.96 $ 4,160 Vested and expected to vest December 31, 2016 2,637,577 $ 16.56 8.25 $ 8,574 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the common stock for the options that were in the money at December 31, 2016 and 2015. During the years ended December 31, 2016, 2015 and 2014, the Company granted stock options to purchase an aggregate of 723,500 shares, 1,522,269 shares and 808,027 shares of its common stock, under the equity plans described above, respectively, with weighted-average grant date fair values of options granted of $14.27, $13.45 and $2.71, respectively. The total intrinsic value of stock options exercised was $0, $1.4 million and $0 for the years ended December 31, 2016, 2015 and 2014, respectively. Restricted Stock Units The following is a summary of restricted stock unit activity for the year ended December 31, 2016: Number of Shares Weighted Average Grant Date Fair Value per Share Unvested balance at December 31, 2015 275,500 $ 24.43 Granted 236,000 $ 14.07 Forfeited (57,500 ) $ 19.45 Unvested balance at December 31, 2016 454,000 $ 19.67 During the year ended December 31, 2016 the Company granted 236,000 restricted stock units with a weighted-average grant date fair value per share of $14.07. The restricted stock units were granted with a three-year time vesting schedule. During the year ended December 31, 2015 the Company granted 275,500 restricted stock units with a weighted-average grant date fair value per share of $24.43. The Company did not grant any restricted stock units during the years ended December 31, 2014. As of December 31, 2016, no restricted stock units have vested. Stock-Based Compensation Expense For stock options issued to employees and members of the Board of Directors, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The relevant data used to determine the value of the stock option grants is as follows: Year Ended December 31, 2016 2015 2014 Volatility 73.6% 60.2% 72.0% Weighted average risk-free interest rate 1.4% 1.7% 1.9% Expected dividend yield 0.0% 0.0% 0.0% Expected life of options (in years) 5.8 6.0 5.8 For all grants, the amount of stock-based compensation expense recognized has been adjusted for estimated forfeitures of awards for which the requisite service is not expected to be provided. Estimated forfeiture rates are developed based on the Company’s analysis of historical forfeiture data. The Company recognizes the associated compensation expense over the vesting periods of the awards, net of estimated forfeitures. The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2016 2015 2014 Research and development expense $ 3,262 $ 1,233 $ 288 General and administrative expense 7,530 3,829 418 Total stock-based compensation expense $ 10,792 $ 5,062 $ 706 Total unrecognized stock-based compensation expense for all stock-based awards was $17.2 million at December 31, 2016. This amount will be recognized over a weighted-average period of 2.13 years. Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan adopted in 2009, or the ESPP, is designed to allow eligible employees of the Company to purchase shares of common stock through periodic payroll deductions and during specified offering periods under the plan. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the specified purchase date. As of December 31, 2016 and 2015, 36,539 shares were available for issuance under the ESPP. Since the Merger, the Company has not made the ESPP available to employees. Reserved Shares At December 31, 2016, the Company has reserved shares of common stock for future issuance as follows: Number of Shares Equity plans: Subject to outstanding options and restricted shares 3,234,791 Available for future grants 451,521 Warrants 74,454 Employee stock purchase plan 36,539 Total 3,797,305 |