Stock-Based Compensation | 10. Stock-Based Compensation In the accompanying condensed consolidated statements of operations, the Company recognized stock-based compensation expense for its employees and non-employees Three Months Ended March 31, 2019 2018 Research and development $ 1,184 $ 998 General and administrative 515 501 Total stock-based compensation $ 1,699 $ 1,499 Determination of Fair Value The estimated grant-date fair values of all of the Company’s stock-based awards were calculated using the Black-Scholes option pricing model, based on assumptions as follows: Three Months Ended March 31, 2019 2018 Expected term (in years) 5.3 — 6.9 5.4 — 6.9 Expected volatility 91 — 94 % 88 — 91 % Risk-free interest rate 2.5 — 2.6 % 2.7 — 2.8 % Expected dividend rate — % — % Equity Incentive Plans 2018 Equity Inducement Plan In September 2018, the Company’s Compensation Committee approved the 2018 Equity Inducement Plan (2018 Plan). The number of shares available for awards under the 2018 Plan was set to 1,500,000. The exercise price of each stock-based award issued under the 2018 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 2015 Plan The 2015 Equity Incentive Plan (2015 Plan) became effective on July 14, 2015. As of March 31, 2019, 11,617,575 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 Director’s 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, 2015 Plan and 2018 Plan and related information is as follows: Options Outstanding Shares Available for Grant Number of Shares Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of Outstanding Options (in thousands) Outstanding — December 31, 2018 1,945,025 10,504,412 $ 2.86 7.80 $ 545 Awards authorized 2,974,638 Options granted (3,093,300 ) 3,093,300 1.93 Options exercised — (322,318 ) 1.38 Options forfeited/cancelled 77,009 (77,009 ) 5.59 Outstanding — March 31, 2019 1,903,372 13,198,385 $ 2.66 8.13 $ 1,358 Exercisable — March 31, 2019 6,571,244 $ 3.09 7.06 $ 1,185 Vested and expected to vest — March 31, 2019 13,198,385 $ 2.66 8.13 $ 1,358 The weighted-average grant date fair values of options granted during the three months ended March 31, 2019 and 2018 was $1.47 and $1.76 per share, respectively. The aggregate intrinsic value of options exercised was $0.1 million for the three months ended March 31, 2019 and 2018. The total grant date fair value of options vested for the three months ended March 31, 2019 and 2018 was $2.7 million and $1.7 million, respectively. As of March 31, 2019, total unrecognized stock-based compensation related to unvested stock options was $10.8 million. These costs are expected to be recognized over a remaining weighted-average period of 2.7 years as of March 31, 2019. 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 option to purchase shares of the 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 March 31, 2019, the initial offering periods had not commenced. As of March 31, 2019, 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. |