Stockholders' Equity | Stockholders' Equity On April 7, 2015, the Company entered into a 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 $30.0 million from time to time through an ATM equity program under which Cowen acts as sales agent. As of September 30, 2016, the Company had sold 1,105,549 shares of common stock under the Sales Agreement, at a weighted-average price of approximately $4.82 per share for aggregate gross proceeds of $5.3 million and net proceeds of $5.1 million after deducting the sales commissions and offering expenses. As of September 30, 2016, $24.7 million of common stock remained available to be sold under the Sales Agreement, subject to certain conditions specified therein. On June 3, 2016, the Company sold 7,999,996 shares of its common stock and warrants to purchase 1,999,999 shares of its common stock pursuant to the Purchase Agreement for aggregate gross proceeds of $25.4 million in the Private Placement. The warrants have an exercise price of $3.66 and are exercisable up to five years from the date of issuance. The Company's Chief Operating Officer, a related party, participated in the Private Placement by purchasing 141,453 shares of common stock and a warrant to purchase 35,363 shares of common stock for an aggregate purchase price of $0.5 million . Issuance costs of $0.3 million were offset against equity as a reduction from gross proceeds. At the close of the Private Placement, the estimated fair values of the common stock and warrants issued were $22.9 million and $2.6 million , respectively. At September 30, 2016, using Black-Scholes, the Company estimated the fair value of the warrant liability to be $5.4 million and recorded a charge of $1.5 million and $2.8 million , for the increase in the liability, in the condensed consolidated statements of operations, for the three-month and nine-month periods ended September 30, 2016, respectively. Equity Incentive Plans 2014 Plan In February 2014, the Company’s stockholders approved the 2014 Equity Incentive Award Plan (the "2014 Plan"), which became effective as of March 11, 2014. Under the 2014 Plan, the Company may grant incentive stock options ("ISOs"), nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs") and other stock-based awards for the purchase of that number of shares of common stock. Effective, January 1, 2016, the compensation committee of the board of directors approved an evergreen increase of 735,808 shares that may be granted in accordance with the terms of the 2014 Plan. As of September 30, 2016, 626,991 shares were available for future issuance under the 2014 Plan. Under the 2014 Plan, the terms of stock award agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2014 Plan. Options granted by the Company typically vest over a four year period and the exercise price may not be less than fair market value on the date of grant. Certain of the options are subject to acceleration of vesting in the event of certain change of control transactions. Options granted under the 2014 Plan expire no later than 10 years from the date of grant. 2014 Employment Commencement Incentive Plan In December 2014, the Company adopted a 2014 Employment Commencement Incentive Plan (the "Inducement Plan"). The Inducement Plan is designed to comply with the inducement exemption contained in Nasdaq’s Rule 5635(c)(4), which provides for the grant of non-qualified stock options, RSUs, restricted stock awards, performance awards, dividend equivalents, deferred stock awards, deferred stock units, stock payment and stock appreciation rights to a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company. As of September 30, 2016, a total of 1,150,000 shares of common stock have been authorized under the Inducement Plan, including the additional 500,000 shares that became available resulting from an amendment adopted by the board of directors as of March 17, 2016. As of September 30, 2016, 197,592 shares were available for future issuance under the Inducement Plan. 2014 Employee Stock Purchase Plan In February 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan (the “ESPP”), which became effective as of March 11, 2014. Effective, January 1, 2016, the compensation committee of the board of directors approved an evergreen increase of 183,952 shares that may be granted in accordance with the terms of the ESPP. As of September 30, 2016, 141,527 shares of common stock have been issued to employees participating in the ESPP, and 366,950 shares are available for issuance under the ESPP. Amended and Restated 2003 Stock Plan The Company’s Amended and Restated 2003 Stock Plan (the "2003 Plan"), provided for the granting of incentive and non-statutory stock options to employees, directors and consultants at the discretion of the board of directors. The Company granted options under its 2003 Plan until January 2014 and it was terminated as to future awards in March 2014, although it continues to govern the terms of options that remain outstanding under the 2003 Plan. Options granted under the 2003 Plan expire no later than 10 years from the date of grant. Options granted under the 2003 Plan vest over periods determined by the board of directors, generally over four years . The 2003 Plan allows for early exercise of certain options prior to vesting. Upon termination of employment, the unvested shares are subject to repurchase at the original exercise price. Stock options granted or modified after March 21, 2002, that are subsequently exercised for cash prior to vesting, are not deemed to be issued until those shares vest. As of September 30, 2016 and December 31, 2015 there were no shares subject to repurchase relating to the early exercise of options. In connection with the board of directors and stockholders approval of the 2014 Plan, all remaining shares available for future awards under the 2003 Plan were transferred to the 2014 Plan, and the 2003 Plan was terminated as to future awards. As of September 30, 2016, a total of 889,755 shares of common stock are subject to options outstanding under the 2003 plan, which shares will become available under the 2014 Plan to the extent the options are forfeited or lapse unexercised. The following table summarizes stock option activity under the stock plans, excluding the ESPP, and related information: Shares Available for Grant Shares Subject to Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Balance at December 31, 2015 893,462 2,387,337 $ 7.92 7.61 Additional shares authorized 1,235,808 — Options granted (1,324,600 ) 1,324,600 $ 4.01 Options exercised — (3,263 ) $ 2.45 Options cancelled 292,538 (292,538 ) $ 8.36 RSUs granted (324,650 ) — RSUs cancelled 52,025 — Balance at September 30, 2016 824,583 3,416,136 $ 6.37 8.17 Stock-based compensation expense recognized for stock options granted to employees and non-employee directors in the Company’s condensed consolidated statements of operations was as follows (in thousands): Three-Month Periods Nine-Month Periods 2016 2015 2016 2015 Research and development $ 542 $ 340 $ 1,511 $ 1,000 General and administrative 432 412 1,215 1,286 Total $ 974 $ 752 $ 2,726 $ 2,286 As of September 30, 2016, approximately $6,979,000 of total unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over a weighted-average period of 2.87 years . The estimated grant date fair value of employee stock options with time-based vesting terms was calculated using the Black-Scholes valuation model, based on the following assumptions: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Expected term (years) 6.0 years 6.0 years 5.3–6.0 years 5.4–6.0 years Expected volatility 67%–68% 67%–75% 67%–74% 65%–75% Risk-free interest rate 1.1%–1.3% 1.7%–1.9% 1.1%–1.5% 1.5%–1.9% Expected dividend yield — — — — Stock Options Granted to Non-Employees During the three-month period ended September 30, 2016, the Company granted to a non-employee an option to purchase 15,000 shares of common stock. The Company did not grant stock options to non-employees during the nine-month period ended September 30, 2015. The Company recorded non-employees stock-based compensation expense of approximately $6,000 and zero for the three-month periods ended September 30, 2016 and 2015, respectively, and $6,000 and zero for the nine-month periods ended September 30, 2016 and 2015, respectively. The Company measures the estimated fair value of the award for each period until the award is fully vested. The fair value of options granted to non-employees during the three-month and nine-month periods ended September 30, 2016 was estimated using Black-Scholes with the following assumptions: Three and Nine Months Ended September 30, 2016 Expected term (years) 1.01 years Expected volatility 63% Risk-free interest rate 0.6% Expected dividend yield 0% Restricted Stock Units Granted to Employees During the nine-month period ended September 30, 2016, the Company granted RSUs to employees to receive 324,650 shares of common stock under the Company's stock plans with a weighted-average estimated grant-date fair value of $3.86 per share. RSUs generally vest annually over a 4 -year service period and vesting is contingent on continued service. As of September 30, 2016, there were unrecognized compensation costs of $2,877,000 related to outstanding RSUs, which are expected to be recognized over a weighted-average period of 2.92 years . A summary of RSU activity is as follows: RSU Awards Outstanding Number of RSUs Weighted-Average Grant Date Fair Market Value Aggregate Intrinsic Value (in thousands) Balance, December 31, 2015 372,024 $ 8.02 $ 2,135 RSUs granted 324,650 $ 3.86 RSUs released (83,221 ) $ 8.28 RSUs cancelled (52,025 ) $ 6.92 Balance, September 30, 2016 561,428 $ 5.68 $ 2,689 Stock Options and Restricted Stock Units Granted to Employees that Contain Performance Conditions During the three-month and nine-month periods ended September 30, 2016, the Company granted options to purchase an aggregate of 129,000 and 340,250 shares of common stock and 6,750 and 56,925 RSUs that vest upon the achievement of market-based common stock price targets. The fair values of these options and RSUs were estimated at the grant date using a Monte-Carlo simulation model. The Monte-Carlo simulation model requires the use of a range of assumptions. The risk-free interest rate range was 1.37% to 1.76% , expected volatility rate was 70% and the dividend rate was 0% . The expected life assumption is not used in Monte-Carlo simulation model, but the output of the model indicated an expected time to vest of 2.5 to 6.0 years. The associated stock-based compensation expense is being recognized on a straight-line basis over the implicit service period (expected time to vest) derived from that simulation model. The Company did not issue any performance based options to purchase common stock, or RSUs during the three-month and nine-month periods ended September 30, 2015. |