Stock-Based Compensation | 1 2 . The Company accounts for share-based payments at fair value, which is measured using the Black-Scholes option-pricing model. For stock-based awards that vest subject to the satisfaction of a service requirement, the fair value measurement date for stock-based compensation awards is the date of grant and the expense is recognized on a straight-line basis over the vesting period, which is generally the service period. For stock-based awards that vest subject to the satisfaction of a service requirement and a performance component, the fair value measurement date is the date of grant and is recognized over the requisite service period as achievement of the performance objective becomes probable. In the accompanying condensed consolidated statements of operations, the Company recognized stock-based compensation expense for its employees and non-employees as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Research and development $ 1,174 $ 856 $ 2,653 $ 3,269 General and administrative 900 424 3,956 1,468 Total stock-based compensation $ 2,074 $ 1,280 $ 6,609 $ 4,737 Determination of Fair Value The fair values of the Company’s stock-based awards granted during the three and nine months ended September 30, 2020 and 2019 were estimated as of the grant date using the Black-Scholes option pricing model, based on assumptions as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Expected term (in years) 5.5 – 7.0 6.0 – 6.1 5.3 – 7.0 5.3 – 6.9 Expected volatility 88 – 89 % 91 % 88 – 90 % 90 – 94 % Risk-free interest rate 0.3 – 0.5 % 1.6 % 0.3 – 1.2 % 1.6 – 2.6 % 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 37,500. On June 30, 2020, the Company’s Board of Directors approved an amendment to the 2018 Plan to increase the authorized number of shares available for issuance by 500,000 shares. As of September 30, 2020, 537,500 shares were reserved for issuance under the 2018 Plan. 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 common stock. The vesting and exercise provisions of options or restricted awards granted are determined individually with each grant. Stock options have a 10-year life and expire if not exercised within that period or if not exercised within three months of cessation of employment with the Company or such longer period of time as specified in the option agreement. 2015 Plan The 2015 Equity Incentive Plan (2015 Plan) became effective on July 14, 2015. On January 21, 2020 the Company’s stockholders approved the following amendments to the 2015 Plan: (i) increase to the authorized number of shares available for issuance by 4,312,500 shares and proportionately increase the share limit related to incentive stock options, (ii) provide limits on the total value of compensation that may be granted to any non-employee director in each calendar year, and (iii) eliminate the annual individual grant limit to reflect changes to the tax law in 2017 tax legislation. As of September 30, 2020, 4,678,379 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 common stock. The vesting and exercise provisions of options or restricted awards granted are determined individually with each grant. Stock options have a 10-year life and expire if not exercised within that period or if not exercised within three months of cessation of employment with the Company or such longer period of time as specified in the option agreement, unless modified. 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, 2019 51,514 326,023 $ 102.56 7.45 $ 11 Awards authorized 4,887,187 Options granted (3,965,439 ) 3,965,439 12.84 Options forfeited/cancelled 45,295 (45,295 ) 45.35 Outstanding — September 30, 2020 1,018,557 4,246,167 $ 19.38 8.71 $ 3 Exercisable — September 30, 2020 413,241 $ 70.97 3.95 $ — Vested and expected to vest — September 30, 2020 3,216,792 $ 21.53 8.83 $ 3 The weighted-average grant date fair values of options granted during the three and nine months ended September 30, 2020 was $8.85 and $8.77 per share, and $14.80 and $54.80 per share during the three and nine months ended September 30, 2019. No options were exercised for the three and nine months ended September 30, 2020. The aggregate intrinsic value of options exercised was insignificant for the three and nine months ended September 30, 2019. The total grant date fair value of options vested for the three and nine months ended September 30, 2020 was $0.7 million and $4.5 million, and $1.0 million and $5.3 million during the three and nine months ended September 30, 2019. In May 2020, the Company entered into a separation agreement with Dr. Glover, the Company’s former President and Chief Executive Officer, in connection with his resignation. Pursuant to the separation agreement, Dr. Glover’s unvested options that would have vested during the one-year period from the date of separation accelerated and vested immediately. The vesting date of all remaining unvested options accelerated by one year, and will vest in accordance with the accelerated vesting schedule as long as Dr. Glover is providing consulting services to the Company. All options that remain unvested following the termination of his consulting services will be cancelled. Furthermore, Dr. Glover received an extension of the expiration date of his vested stock options to 75 days following the Company’s announcement of the top-line data results from its MOMENTUM clinical trial. Compensation costs relating to the vesting acceleration and the modifications to option terms was nil and $2.2 million for the three and nine months ended September 30, 2020. In August 2020, the Company granted executives and employees 1,107,250 stock options with performance-based conditions. Vesting is achieved based upon the completion of pre-determined milestones. As of September 30, 2020, all of the performance-based options remain unvested. For the three and nine months ended September 30, 2020, the Company has recognized approximately $0.2 million in stock-based compensation expense related to the options with performance-based criteria. As of September 30, 2020, total unrecognized stock-based compensation related to unvested stock options with only service-vesting conditions was $24.1 million and are expected to be recognized over a remaining weighted-average period of 3.3 years. As of September 30, 2020, total unrecognized stock-based compensation related to unvested stock options with performance-based conditions was $9.7 million. |