Stock-Based Compensation | 10. Stock-Based Compensation In the accompanying consolidated statement of operations, the Company recognized stock-based compensation expense for its employees and non-employees Year Ended December 31, 2016 2015 2014 (in thousands) Research and development $ 3,635 $ 1,846 $ 65 General and administrative 1,875 1,340 237 Total stock-based compensation $ 5,510 $ 3,186 $ 302 Determination of Fair Value The estimated grant-date fair value of all the Company’s stock-based awards was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 5.1 – 9.9 5.2 – 10.0 5.0 – 6.0 Expected volatility 77 – 87 % 75 – 84 % 81 – 83 % Risk-free interest rate 1.1 – 2.4 % 1.5 – 2.4 % 1.5 – 1.8 % Expected dividend rate — % — % — % The fair value of each stock option grant was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management. Expected Term— non-employees Expected Volatility— Risk-Free Interest Rate— zero-coupon Expected Dividend Rate— Forfeiture Rate— Fair Value of Common Stock— Equity Incentive Plans 2015 Plan The 2015 Equity Incentive Plan (2015 Plan) became effective on July 14, 2015. As of December 31, 2016, 5,163,208 shares were reserved for issuance under the 2015 Plan. The number of shares reserved for issuance under the 2015 Plan will increase automatically on January 1 of each calendar year 2016 through 2025 by the number of shares equal to 4% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31. The Company’s Board of Directors or Compensation Committee may reduce the amount of the increase in any particular year. The exercise price of each stock-based award issued under the 2015 Plan is required to be no less than the fair value of the Company’s capital stock. The vesting and exercise provisions of options or restricted awards granted are determined individually with each grant. Stock options have a 10-year 2008 Plan The Company granted options under the 2008 Stock Plan (2008 Plan) until July 2015 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2008 Plan. The 2008 Plan provided for the granting of Incentive Stock Options (ISO), nonqualified stock options and stock purchase rights. In connection with the Board of Directors approval of the 2015 Plan, all remaining shares available for future award under the 2008 Plan were transferred to the 2015 Plan, and the 2008 Plan was terminated. A summary of activity under the 2008 Plan and 2015 Plan and related information is as follows: Options Outstanding Shares Number Weighted- Weighted- Aggregate Outstanding—December 31, 2013 637,768 582,152 $ 0.37 8.63 $ 48 Awards authorized 3,221,477 Options granted (2,309,681 ) 2,309,681 0.93 Options exercised — (752,698 ) 0.54 Options cancelled 537 (1,039 ) 2.08 Outstanding—December 31, 2014 1,550,101 2,138,096 0.91 9.29 3,153 Awards authorized 3,400,000 Options granted (1,471,664 ) 1,471,664 8.06 Options exercised — (41,505 ) 0.76 Options cancelled 45,442 (45,442 ) 7.76 Outstanding—December 31, 2015 3,523,879 3,522,813 3.81 8.78 40,425 Awards authorized 1,202,324 Options granted (3,710,980 ) 3,710,980 3.22 Options exercised — (312,841 ) 0.67 Options cancelled 377,298 (377,298 ) 7.04 Outstanding—December 31, 2016 1,392,521 6,543,654 $ 3.44 8.82 $ 888 Exercisable—December 31, 2016 2,614,587 $ 2.41 7.99 $ 888 Vested and expected to vest—December 31, 2016 6,352,640 $ 3.43 8.81 $ 877 The weighted-average grant date fair values of options granted during the years ended December 31, 2016, 2015 and 2014 was $2.19, $10.51 and $0.67 per share. The aggregate intrinsic value of options exercised was $1.2 million, $0.2 million and $1.4 million for the years ended December 31, 2016, 2015 and 2014. The total grant date fair value of options vested for the years ended December 31, 2016, 2015 and 2014 was $6.1 million, $1.4 million and $0.2 million. As of December 31, 2016, total unrecognized stock-based compensation related to unvested stock options was $13.8 million, net of estimated forfeitures, which the Company expects to recognize over a remaining weighted-average period of 2.6 years. 2015 Employee Stock Purchase Plan The Company adopted the 2015 Employee Stock Purchase Plan (ESPP) and initially reserved 700,000 shares of common stock as of its effective date of July 15, 2015. The number of shares initially reserved for issuance under the ESPP will increase automatically on January 1 for nine years from the first offering date by the number of shares equal to 1% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31. The aggregate number of shares issued over the term of the 2015 Employee Stock Purchase Plan will not exceed 3,400,000 shares of common stock. Under the ESPP, participants are offered the options to purchase shares of Company’s common stock at a 15% discount during a series of discrete offering periods, subject to any plan limitations. The ESPP will not become effective until such time as the Compensation Committee determines in the future, and as of December 31, 2016, the initial offering periods had not commenced. As of December 31, 2016, no shares of common stock have been issued to employees participating in the ESPP and 700,000 shares were available for issuance under the ESPP. |