Stockholders' Equity | Stockholders' Equity On May 15, 2015, the Company entered into the Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell shares of its common stock having aggregate sales proceeds of up to $25,000,000 from time to time through an “at the market” equity program under which Cowen acts as sales agent. During the three months ended September 30, 2015, the Company sold an aggregate of 540,660 shares of common stock under the Sales Agreement, at an average price of approximately $4.00 per share, for gross proceeds of $2.17 million and net proceeds of $2.05 million after deducting commissions and other transactions costs. As of September 30, 2015, $22.3 million of common stock remained available to be sold under the Sales Agreement, subject to certain conditions specified therein. Subsequently in October 2015, the Company sold 78,326 shares of common stock under the Sales Agreement, at an average price of approximately $3.94 per share for gross proceeds of approximately $0.3 million. Common Stock Warrants In connection with the $10 million initial funding of the Term Loan Facility in July 2015, the Company issued warrants to purchase a total of 97,680 shares of common stock to the Lenders (see Note 5). The exercise price for each warrant is $4.095 per share. The warrants are immediately exercisable, and excluding certain mergers or acquisitions, will expire on July 30, 2025. The warrants were determined to be indexed to the Company's own stock and to meet the criteria to be classified in permanent stockholders' equity on the Company's balance sheet. The fair value of the warrants issued was approximately $0.3 million and was estimated using a Black-Scholes valuation model on a non-recurring basis with the following assumptions: fair value of common stock at issuance of $3.84 ; risk-free interest rate of 2.28% based upon observed risk-free interest rates appropriate for the expected term of the warrants; expected volatility of 87% based on the average historical volatilities of a peer group of publicly-traded companies within the Company’s industry; expected term of ten years, which is the contractual life of the warrants; and a dividend yield of 0% . The allocation of proceeds to the warrants in a relative-fair-value allocation with the related notes payable was also $0.3 million . As of September 30, 2015, all of these warrants remained outstanding and exercisable. Stock-Based Compensation The Company’s stock option activity and related information for the nine months ended September 30, 2015 was as follows (in thousands, except share and per share data): Weighted-avg. Shares Weighted-avg. Remaining Aggregate Available Stock Options Exercise Price Contractual Intrinsic for Grant Outstanding Per Share Life (in Years) Value Balance at December 31, 2014 342,210 2,086,602 $ 8.01 8.63 $ 871 Additional shares authorized 1,300,000 Stock options granted (707,500 ) 707,500 $ 3.73 Stock options canceled 364,591 (364,591 ) $ 6.44 Stock options exercised — — $ — Balance at September 30, 2015 1,299,301 2,429,511 $ 7.00 8.26 $ 293 At September 30, 2015: Vested and expected to vest 2,357,995 $ 7.04 8.23 $ 293 Exercisable 929,839 $ 8.58 6.91 $ 293 The aggregate intrinsic value of options exercised under all option plans was $0 and $2.7 million for the nine months ended September 30, 2015 and 2014, respectively, determined as of the date of option exercise. On April 23, 2015, the Company’s board of directors approved an amendment and restatement of the Company’s 2011 Stock Option and Incentive Plan (the “2011 Plan”) to increase the maximum number of shares that may be issued under the 2011 Plan from 2,302,308 to 3,602,328 shares. The amendment and restatement of the 2011 Plan was approved by the Company’s stockholders on June 18, 2015. In June 2015, the Company granted 50,000 common stock options to a consultant, of which 25,000 stock options will vest based on the achievement of certain clinical milestones. During the three and nine months ended September 30, 2015, no expense has been recorded for the performance based options. In April 2015, the Company amended the non-employee director compensation policy to amend the exercise period of all existing awards from three months to three year following such directors’ departure from the Company’s board of directors. The Company uses historical experience to estimate the expected term of awards granted with the extended exercise period. The Company's expected term for non-employee director options with the extended term is estimated to be 8.06 years. During the three and nine months ended September 30, 2015, $35,000 and $136,000 respectively, of stock compensation expense was recorded pursuant to this modification. The Company recognized stock-based compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 192 $ 528 $ 456 $ 1,359 General and administrative 766 921 2,404 2,342 Total $ 958 $ 1,449 $ 2,860 $ 3,701 The above table includes $11,000 and $12,000 of stock compensation expense for the three months and the nine months ended September 30, 2015 related to stock option grants to consultants in 2015. As of September 30, 2015 , there were unrecognized compensation costs of $8.5 million related to stock options and the Company expects to recognize those costs over a weighted average period of 2.44 years. Stock-based compensation cost for stock options is estimated at the grant date based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of all stock options granted was estimated using the following weighted-average assumptions: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Expected dividend yield — — — — Risk-free interest rates 1.59% - 1.64% 1.85% - 2.00% 1.52% - 2.08% 1.85% - 2.01% Expected life in years 5.52 - 6.08 6.08 5.49 - 8.06 6.08 Expected volatility 78% - 80% 97% 78% - 92% 97% - 102% |