Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 11. Stockholders’ Equity (Deficit) |
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Stock-Based Compensation Plans |
The Company has had stock-based compensation plans since 1997. The awards made under the plans adopted in 1997 and 2007 consisted of stock options. The 2010 Equity Incentive Plan (the “2010 Plan”), which is the only plan under which awards may currently be made, authorizes awards in the form of stock options, stock appreciation rights, restricted stock, PRSUs, performance units and performance shares, and RSUs. Awards under the 2010 Plan may be made to employees, directors and certain consultants as determined by the compensation committee of the board of directors. There were 6,625,563 and 8,071,563 shares of common stock authorized and reserved under these plans at December 31, 2013 and December 31, 2014, respectively. |
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Stock Options |
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Under the various plans, employees have been granted incentive stock options, while directors and consultants have been granted non-qualified options. The plans allow the holder of an option to purchase common stock at the exercise price, which was at or above the fair value of the Company’s common stock on the date of grant. |
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Generally, options granted under the 1997 and 2007 plans in connection with an employee’s commencement of employment vest over a four-year period with one-half of the shares subject to the grant vesting after two years of employment and remaining options vesting monthly over the remainder of the four-year period. Options granted under the 1997 and 2007 plans for performance or promotions vest monthly over a four-year period. Generally, options granted under the 2010 Plan vest annually over a four-year period. Unexercised stock options terminate on the tenth anniversary date after the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The Company utilizes a Black-Scholes option-pricing model to estimate the value of stock options. The Black-Scholes model allows the use of a range of assumptions related to volatility, risk-free interest rate, employee exercise behavior and dividend yield. Prior to 2013, since the Company did not have sufficient history as a publicly traded company to evaluate volatility, the Company used an average of several peer companies’ volatilities to determine a reasonable estimate of volatility. Beginning in 2013, the Company utilizes a combination of peer volatility and company volatility. For purposes of identifying peer companies, the Company considered characteristics such as industry, length of trading history, market capitalization and similar product pipelines. |
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Due to insufficient history as a public company, the Company is using the “simplified” method for “plain vanilla” options to estimate the expected term of the stock options grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. The risk-free interest rate assumption is derived from the weighted-average yield of a U.S. Treasury security with the same term as the expected life of the options, and the dividend yield assumption is based on historical experience and the Company’s estimate of future dividend yields. |
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The weighted-average value of the individual options granted during 2012, 2013 and 2014 were determined using the following assumptions: |
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| | Year Ended December 31, | | | | |
| | 2012 | | 2013 | | 2014 | | | | |
Weighted-average volatility | | | 89.13 | % | | | 101 | % | | | 102.86 | % | | | | |
Risk-free interest rate | | | 1.1 | % | | | 1.31 | % | | | 1.98 | % | | | | |
Weighted-average expected life (in years) | | | 6.2 | | | | 6.6 | | | | 6.6 | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | | |
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The resulting value of options granted was $13,725,956 and $9,188,595 for the years ended December 31, 2013 and 2014, respectively, which will be amortized into income over the remaining requisite service period. The Company recognized stock-based compensation cost, net of forfeitures, in the amount of $3,022,693, $6,059,005 and $8,025,261 for the years ended December 31, 2012, 2013 and 2014, respectively. The Company’s stock option activity and related information are summarized as follows: |
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| | Options | | Weighted-Average | | Weighted-Average | | Aggregate |
Exercise Price | Remaining | Intrinsic Value |
| Contractual Term | |
| (In Years) | |
Outstanding at January 1, 2012 | | | 2,592,009 | | | $ | 5.12 | | | | | | | | | |
Granted during year | | | 1,492,395 | | | | 4.61 | | | | | | | | | |
Exercised during year | | | (134,534 | ) | | | 2.91 | | | | | | | | | |
Expired during year | | | (13,502 | ) | | | 9.86 | | | | | | | | | |
Forfeited during year | | | (57,129 | ) | | | 6.68 | | | | | | | | | |
Outstanding at December 31, 2012 | | | 3,879,239 | | | $ | 4.96 | | | | 7.5 | | | $ | 16,198,044 | |
Exercisable at December 31, 2012 | | | 1,676,016 | | | | 3.83 | | | | 5.72 | | | | 8,882,339 | |
Outstanding at January 1, 2013 | | | 3,879,239 | | | | 4.96 | | | | | | | | | |
Granted during year | | | 1,566,062 | | | | 10.79 | | | | | | | | | |
Exercised during year | | | (188,699 | ) | | | 3.42 | | | | | | | | | |
Expired during year | | | — | | | | — | | | | | | | | | |
Forfeited during year | | | (10,137 | ) | | | 6.04 | | | | | | | | | |
Outstanding at December 31, 2013 | | | 5,246,465 | | | $ | 6.76 | | | | 7.39 | | | $ | 22,002,357 | |
Exercisable at December 31, 2013 | | | 2,269,438 | | | | 4.59 | | | | 5.73 | | | | 13,968,005 | |
Outstanding at January 1, 2014 | | | 5,246,465 | | | | 6.76 | | | | | | | | | |
Granted during year | | | 1,065,386 | | | | 10.54 | | | | | | | | | |
Exercised during year | | | (399,654 | ) | | | 3.23 | | | | | | | | | |
Expired during year | | | (244,121 | ) | | | 9.17 | | | | | | | | | |
Forfeited during year | | | (571,402 | ) | | | 10.49 | | | | | | | | | |
Outstanding at December 31, 2014 | | | 5,096,674 | | | $ | 7.29 | | | | 6.87 | | | $ | 6,329,518 | |
Exercisable at December 31, 2014 | | | 2,695,278 | | | | 5.89 | | | | 5.68 | | | | 4,986,059 | |
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The following is a rollforward of the Company’s nonvested stock options from January 1, 2012 to December 31, 2014. |
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| | Options | | Weighted-Average | | | | | | | | |
Grant Date Value | | | | | | | | |
Nonvested stock options at January 1, 2012 | | | 1,252,668 | | | $ | 5.34 | | | | | | | | | |
Granted during year | | | 1,492,395 | | | | 3.42 | | | | | | | | | |
Vested during year | | | (484,711 | ) | | | 4.51 | | | | | | | | | |
Expired during year | | | — | | | | — | | | | | | | | | |
Forfeited during year | | | (57,129 | ) | | | 4.61 | | | | | | | | | |
Nonvested at December 31, 2012 | | | 2,203,223 | | | $ | 4.24 | | | | | | | | | |
Nonvested stock options at January 1, 2013 | | | 2,203,223 | | | $ | 4.24 | | | | | | | | | |
Granted during year | | | 1,566,062 | | | | 8.76 | | | | | | | | | |
Vested during year | | | (782,121 | ) | | | 4.22 | | | | | | | | | |
Expired during year | | | — | | | | — | | | | | | | | | |
Forfeited during year | | | (10,137 | ) | | | 4.58 | | | | | | | | | |
Nonvested at December 31, 2013 | | | 2,977,027 | | | $ | 6.62 | | | | | | | | | |
Nonvested stock options at January 1, 2014 | | | 2,977,027 | | | $ | 6.62 | | | | | | | | | |
Granted during year | | | 1,065,386 | | | | 8.62 | | | | | | | | | |
Vested during year | | | (1,069,615 | ) | | | 6.61 | | | | | | | | | |
Expired during year | | | — | | | | — | | | | | | | | | |
Forfeited during year | | | (571,402 | ) | | | 8.36 | | | | | | | | | |
Nonvested at December 31, 2014 | | | 2,401,396 | | | $ | 7.07 | | | | | | | | | |
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The total grant date value of stock options vested during 2012, 2013 and 2014 was $2,216,038, $3,303,701 and $7,072,923 respectively. As of December 31, 2013 and December 31, 2014, the total remaining unrecognized compensation cost, net of forfeitures, related to stock options granted was $13,900,183 and $11,092,519, respectively, which is expected to be recognized over weighted average periods of approximately 1.8 and 1.6 years, respectively. The intrinsic value of options exercised was $1,884,651 and $2,934,244 for the years ended December 31, 2013 and December 31, 2014, respectively. |
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Restricted Stock Units |
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In May 2011, the Company adopted and granted awards under a performance-based RSU program (the “2011 PRSU Program”) under the 2010 Plan. Each unit represents an amount equal to one share of the Company’s common stock. The PRSUs will be earned, in whole or in part, based on performance and service conditions. The performance condition is based upon whether the Company receives regulatory approval to sell a therapeutic product, and the awards include a target number of PRSUs that will vest upon a First Commercial Approval, and a maximum number of PRSUs that will vest upon a Second Commercial Approval. Any earned PRSUs will vest fifty percent based on the performance condition of commercial approval and fifty percent one year thereafter to fulfill the service condition, which requires the employee to remain employed by the Company. |
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As of December 31, 2014, the Company had 245,396 PRSU awards outstanding. The unrecorded stock compensation expense is based on number of units granted, less estimated forfeitures based on the Company’s historical forfeiture rate of 6.49%, and the closing market price of the Company’s common stock at the grant date. As of December 31, 2014, the performance condition of obtaining regulatory approval had not been achieved, therefore, no vesting had occurred. The awards are being accounted for under ASC 718, and compensation expense is to be recorded if the Company determines that it is probable that the performance conditions will be achieved. As of December 31, 2014, it was not probable that the performance conditions will be achieved, therefore, no compensation expense related to the PRSUs was recorded for the |
year ended December 31, 2014. Unrecorded compensation expense for the 2011 PRSU program as of December 31, 2014 was $2.7 million. Based on the performance conditions and the stage of development of our potential products, we have concluded that the performance conditions will not be achieved before the performance deadline and, as a result, we do not expect to recognize any stock-based compensation expense related to the PRSUs. |
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As of December 31, 2014, the Company had 161,439 RSU awards outstanding under the 2010 Plan which were granted in February 2014. The RSUs are service-based awards that will vest and be paid in four equal installments annually beginning in February 2015 in the form of one share of the Company’s common stock for each RSU. The awards were granted at a weighted average fair value of $11.11 per share, calculated using the closing stock price of a share of our common stock on the grant date, net of forfeitures, over the life of the vesting period. As of December 31, 2014, the total remaining unrecognized compensation cost, net of forfeitures, related to RSUs was $1.3 million, which is expected to be recognized over a weighted average period of approximately 2.0 years. |
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Employee Stock Purchase Plan |
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Effective January 1, 2014, the Company implemented the ESPP. At January 1, 2014, 622,780 common shares were available for issuance under the ESPP. Shares may be issued under the ESPP twice a year. In the year ended December 31, 2014, plan participants purchased 53,250 shares of common stock under the ESPP at an average purchase price of $5.62 per share. At December 31, 2014, 569,530 shares were available for issuance under the ESPP. |
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