Stockholders' Equity | 8. Stockholders' Equity On April 7, 2015, the Company filed a Registration Statement on Form S-3 (the “2015 Shelf Registration Statement”), which included a prospectus covering the offering, issuance and sale of up to $30.0 million of shares of the Company’s common stock from time to time in an “at-the-market” (“ATM”) equity offering. 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, 2017, 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, 2017, $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, 2017, using Black-Scholes, the Company estimated the fair value of the remaining warrants outstanding to be $15.7 million and recorded a charge of $1.8 million and $11.3 million, for the increase in the liability, in the condensed consolidated statements of operations, for the nine-month period ended , On December 19, 2016, the Company completed an underwritten public offering of 7,475,000 shares of its common stock at a price to the public of $13.50 per share, including the full exercise of the underwriters’ option to purchase an additional 975,000 shares of common stock. The Company received net proceeds from the offering of $94.6 million, after deducting the underwriting discounts and commissions and estimated offering expenses. On May 31, 2017, the Company completed an underwritten public offering of 5,750,000 shares of its common stock at a price to the public of $22.50 per share, including the closing of the full exercise of the underwriters’ option to purchase an additional 750,000 shares of common stock on June 9, 2017. The Company received net proceeds from the offering of $121.2 million, after deducting the underwriting discounts and commissions and offering expenses. Equity Incentive Plans 2014 Equity Incentive Award 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, 2017, the compensation committee of the Board of Directors approved an evergreen increase of 1,425,522 shares that may be granted in accordance with the terms of the 2014 Plan. As of September 30, 2017, 797,864 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, 2017, a total of 2,050,000 shares of common stock have been authorized under the Inducement Plan, including an additional 450,000 shares that became available resulting from an amendment adopted by the Board of Directors as of September 13, 2017. As of September 30, 2017, 338,073 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, 2017, the compensation committee of the board of directors approved an evergreen increase of 178,190 shares that may be granted in accordance with the terms of the ESPP. As of September 30, 2017, 336,139 shares of common stock have been issued to employees participating in the ESPP and 350,528 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, 2017 and December 31, 2016 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, 2017, a total of 829,586 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, December 31, 2016 639,374 3,540,293 $ 6.31 7.98 Additional shares authorized 2,325,522 — Options granted (1,641,757 ) 1,641,757 $ 21.96 Options exercised — (164,593 ) $ 7.50 Options cancelled 223,682 (223,682 ) $ 8.24 RSUs granted (470,076 ) — RSUs cancelled 59,192 — Balance, September 30, 2017 1,135,937 4,793,775 $ 11.54 7.86 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 Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Research and development $ 1,627 $ 542 $ 4,558 $ 1,511 General and administrative 2,179 432 5,258 1,215 Total $ 3,806 $ 974 $ 9,816 $ 2,726 Stock-based compensation expense for the nine-month period ended September 30, 2017 includes $0.6 million of expense that relates to stock options and restricted stock units held by the former Chief Medical Officer, which were modified upon his resignation in March 2017, including $0.7 million related to such modifications. As of September 30, 2017, approximately $23.6 million of total unrecognized stock-based compensation expense related to unvested stock options is expected to be recognized over a weighted-average period of 3.1 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected term 5.8–6.0 years 6.0 years 5.3–6.0 years 5.3–6.0 years Expected volatility 78-79% 67-68% 78-81% 67%–74% Risk-free interest rate 1.9%–2.1% 1.1%–1.3% 1.7%–2.1% 1.1%–1.5% Expected dividend yield —% —% —% —% Stock Options Granted to Non-Employees During the three-month and nine-month periods ended September 30, 2017, the Company granted to a non-employee consultant an option to purchase an aggregate of 3,000 shares of common stock and 1,500 RSUs, that vest upon the achievement of certain performance-based targets. The Company will record the estimated fair value of the awards at the time the performance-based targets are met, which has not occurred as of September 30, 2017. During the three-month and nine-month periods ended September 30, 2016, the Company granted 15,000 stock options and no RSUs to a non-employee consultant. The Company recorded non-employee stock-based compensation expense of approximately $67,000 and $6,000 for the three-month periods ended September 30, 2017 and 2016, respectively, and $481,000 and $6,000, respectively, for the the nine-month periods ended September 30, 2017 and 2016. The Company measures the estimated fair value of the award for each period until the award is fully vested. The non-employee stock-based compensation expense, during the three-month and nine-month periods ended September 30, 2017 , Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected term 0.25 years 1.01 years 0.25–0.51 years 1.01 years Expected volatility 60% 63% 48-77% 63% Risk-free interest rate 1.0 % 0.6% 0.9-1.0 % 0.6% Expected dividend yield —% —% —% —% Restricted Stock Units Granted to Employees During the nine-month period ended September 30, 2017, the Company granted RSUs to employees to receive 470,076 shares of common stock under the Company's stock plans with a weighted-average estimated grant-date fair value of $21.84 per share. RSUs generally vest annually over a 4-year service period and vesting is contingent on continued service. As of September 30, 2017, unrecognized compensation costs totaled $11.3 million related to outstanding RSUs, which are expected to be recognized over a weighted-average period of 2.9 years. A summary of RSU activity is as follows: RSU Awards Outstanding Number of Shares Weighted-Average Grant Date Fair Market Value Aggregate Intrinsic Value (in thousands) Balance, December 31, 2016 605,052 $ 5.60 $ 7,878 RSUs granted 470,076 $ 21.84 RSUs released (170,231 ) $ 5.91 RSUs cancelled (59,192 ) $ 7.73 Balance, September 30, 2017 845,705 $ 14.42 $ 13,489 Stock Options and Restricted Stock Units Granted to Employees that Contain Performance Conditions During the three-month periods ended September 30, 2017 and 2016, the Company granted options to purchase an aggregate of 22,500 and 129,000 shares of common stock, respectively, and during the nine-month periods ended The fair value was estimated at the grant date using a Monte-Carlo simulation model (“Monte-Carlo”), which requires the use of a range of assumptions. The expected life assumption is not used in Monte-Carlo, but the output of the model indicates an expected term. 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 Monte-Carlo. The fair value of awards granted to employees was estimated using Monte-Carlo with the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Expected term 0.5–1.8 years 2.5–5.9 years 0.5–1.8 years 2.5–6.0 years Expected volatility 75% 70% 75% 70% Risk-free interest rate 2.4% 1.4-1.6% 2.4% 1.4-1.8% Expected dividend yield —% —% —% —% |