EQUITY | 10. EQUITY As of December 31, 2013 the authorized capital stock of the Company included 72,000,000 shares of common stock, par value $0.001 per share, 962,960 of which were issued and outstanding. As of December 31, 2013, 54,481,000 shares of preferred stock were authorized, designated as Series A , Series B and Series C preferred Stock of which 9,232,334 , 27,324,237 and 8,658,008 were issued and outstanding, respectively. As of December 31, 2014, the authorized capital stock of the Company included 72,000,000 shares of common stock, par value $0.001 per share, 1,006,219 of which were issued and outstanding . As of December 31, 2014, 54,481,000 shares of preferred stock were authorized, designated as Series A , Series B and Series C Preferred Stock of which 9,232,334 , 27,324,237 and 8,658,008 were issued and outstanding, respectively. In March 2015, the Company issued and sold an aggregate of 41,666,667 shares of Series D convertible preferred stock for aggregate consideration of $50,000 , comprised of $45,000 in cash and conversion of $5,000 in Bridge Notes. As of December 31, 2015, the authorized capital stock of the Company included 100,000,000 shares of common stock, par value $0.001 per share, 20,739,351 of which were issued and outstanding . As of December 31, 2015, 5,000,000 shares of preferred stock were authorized, and none were issued and outstanding . Common Stock In May 2015, the Company closed an initial public offering (“IPO) of its common stock, which resulted in the sale of 6,670,000 shares of its common stock at a public offering price of $12.00 per share, including 870,000 shares of common stock upon the exercise by the underwriters of their option to purchase additional shares at the public offering price. The Company received proceeds from the IPO of approximately $72,029 after deducting underwriting discounts, commissions and expenses payable by the Company. In April 2015, in connection with preparing for the IPO, the Company’s board of directors and shareholders approved a one ‑for ‑6.9 reverse split of the Company’s common stock. All common stock share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse split of our common stock, including reclassifying an amount equal to the reduction in par value to additional paid ‑in capital In c onnection with the closing of the IPO, all of the Company’s outstanding convertible preferred stock and accrued dividends automatically converted to common stock in May 2015, resulting in an additional 12,591,463 shares of common stock of the Company becoming outstanding. The significant increase in common stock outstanding in May 2015 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations in future periods. As of December 31, 2015 and 2014, the Company had reserved the following shares of common stock for the issuance of common stock for the exercise of stock options and warrant s, the issuance of shares under the employee stock purchase plan and conversion of preferred stock (in thousands): As of December 31, 2015 2014 Options to purchase common stock Employee stock purchase plan — Warrants Conversion of Series A Preferred — Conversion of Series B Preferred — Conversion of Series C Preferred — Total Convertible Redeemable Preferred Stock Series A, B and Series C Redeemable Convertible Preferred Stock In February 2012, the Company exchanged all previously outstanding preferred stock into 18,464,674 shares of Series A Preferred Stock (“Series A”), par value $0.001 . On the same date, the Company issued 27,324,237 shares of Series B Preferred Stock (“Series B”), par value $0.001 for $0.84 per share, which resulted in gross proceeds of $20,050 . Closing costs associated with the issuance of the Series B amounted to $147 . These costs were recorded as a reduction of the carrying amount of the Series B and were accreted to the carrying value of the applicable preferred stock. During 2013, the Company issued 8,658,008 shares of Series C Preferred Stock (“Series C”) in exchange for $12,000 in a series of tranches. Costs incurred in connection with the issuance of Series C amounted to $45 and have been recorded as a reduction to the carrying amount of Series C and were accreted to the carrying value of the applicable preferred stock. In accordance with the terms of the Series C Preferred Stock Purchase Agreement, the Company authorized the sale and issuance of up to 8,658,008 shares of Series C for total gross proceeds of $12,000 . Closing costs associated with the issuance of Series C amounted to $45 . The Series C financing was structured to close in two tranches. The Company determined the right of the investors to purchase shares of Series C in a future tranche met the definition of a freestanding financial instrument and was recognized as a liability at fair value. The Company adjusted the carrying value of the tranche obligations to its estimated fair value at each reporting date and upon closing of the second tranche in December 2013. Increases or decreases in the fair value of the tranche obligations were recorded as other expense, net, in the statements of operations. The first tranche closed in August and September 2013 and resulted in the issuance of 2,886,004 shares of Series C for gross cash proceeds of $4,000 . Upon the first tranche closing, the Company recognized a liability of $266 for the fair value of the future tranche obligations. The fair value of the freestanding instrument tranche obligations was determined using Black ‑Scholes option ‑pricing models on the date of the issuance using the following assumptions: fair value of Series C of $1.30 , expected life of 0.35 to 0.43 years and expected volatility of 53% to 60% . The liability related to the tranche obligations was remeasured at fair value up to the date of the closing of the second tranche in December 2013. Upon the closing of the second tranche, the Company derecognized the tranche obligation, which resulted in a net increase in the proceeds allocated to the Series C shares of $345 . The fair value of the freestanding instrument tranche obligations was determined using Black ‑Scholes option ‑pricing models on the date of the issuance using the following assumptions: fair value of Series C of $1.27 , expected life of 0.16 years and expected volatility of 52% . The valuation of the tranche obligation liability was determined to be a Level 3 valuation based upon the use of unobservable inputs. A roll ‑ forward of the recurring fair value measurements of the tranche liability categorized with Level 3 inputs are as follows: Balance — December 31, 2013 $ — Tranche liability upon issuance Change in fair value Tranche liability upon close of tranche Balance — December 31, 2014 $ — The closing of the second tranche of Series C in December 2013 triggered a p erformance a djustment of the outstanding shares of Series A and common stock to which the Series A and common stock were subject to modification in which every two shares of issued and outstanding Series A and common shares became one share of each class respectively. In connection with the p erformance a djustment, the Company adjusted the carrying value of the outstanding shares of Series A to its redemption amount by recording a decrease of $12,239 . In March 2015, the Company sold 41,666,667 shares of Series D convertible preferred stock for aggregate consideration of $50,000, comprised of $45,000 in cash and conversion of $5,000 in convertible notes with related parties. The convertible notes converted into 4,166,667 shares of Series D convertible preferred stock. The accrued interest on the convertible notes was waived. In this financing, the mandatory conversion for all series of preferred stock was modified so as to occur upon an initial public offering with gross proceeds in excess of $50,000 . |