Equity Incentive Plans | 10. 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 unit awards (“RSUs”) and other stock-based awards for the purchase of common stock. Effective January 1, 2017, the compensation committee of the board of directors approved an evergreen increase of 1,425,522 shares of common stock that may be granted in accordance with the terms of the 2014 Plan. As of December 31, 2017, 850,639 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, restricted stock units, 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 December 31, 2017, a total of 2,050,000 shares of common stock have been authorized under the Inducement Plan, including the additional 450,000 shares that became available resulting from an amendment adopted by the board of directors as of September 13, 2017. As of December 31, 2017, 116,439 shares were available for 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 December 31, 2017, 411,716 shares of common stock have been issued to employees participating in the ESPP, and 274,951 shares were available for issuance under the ESPP. Amended and Restated 2003 Stock Plan The Company’s Amended and Restated 2003 Stock Plan, referred to herein as 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 when 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 December 31, 2017 and 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 December 31, 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. Total stock-based compensation recognized in the Company’s consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, was classified as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 6,340 $ 2,165 $ 1,404 General and administrative 7,312 1,682 1,579 Total $ 13,652 $ 3,847 $ 2,983 Stock-based compensation expense for the year ended December 31, 2017 includes $0.7 million of expense that relates to the stock options and restricted stock units held by the former Chief Medical Officer, which were modified upon his resignation in March 2017. A summary of stock option activity is as follows: Outstanding Options Shares Available for grant Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance, January 1, 2015 1,111,470 1,885,372 $ 7.95 Additional shares reserved 716,285 — Options granted (929,100 ) 929,100 $ 7.95 Options exercised — (190,128 ) $ 5.54 $ 923 Options forfeited 237,007 (237,007 ) $ 10.22 RSUs granted (291,525 ) — RSUs cancelled 49,325 — Balance, December 31, 2015 893,462 2,387,337 $ 7.92 $ 293 Additional shares reserved 1,235,808 — Options granted (1,477,600 ) 1,477,600 $ 4.10 Options exercised — (14,190 ) $ 4.59 $ 89 Options forfeited 310,454 (310,454 ) $ 8.19 RSUs granted (380,500 ) — RSUs cancelled 57,750 — Balance, December 31, 2016 639,374 3,540,293 $ 6.31 7.98 $ 23,837 Additional shares reserved 2,325,522 — Options granted (1,806,157 ) 1,806,157 $ 21.12 Options exercised — (227,444 ) $ 7.23 — Options forfeited 280,408 (280,408 ) $ 9.14 RSUs granted (544,185 ) — RSUs cancelled 72,116 — Balance, December 31, 2017 967,078 4,838,598 $ 11.63 7.69 $ 14,174 At December 31, 2017 Vested and exercisable 2,074,120 $ 8.25 6.41 $ 7,705 Vested and expected to vest 4,704,835 $ 11.50 7.70 $ 14,005 The following table summarizes information about stock options outstanding as of December 31, 2017: Options Outstanding Vested and Exercisable Exercise Price Number of Options Weighted-Average Remaining Contractual Life (in Years) Number of Options Weighted-Average Exercise Price $3.41 - $3.68 502,764 7.84 213,306 $ 3.65 $3.75 - $4.44 594,704 8.61 211,184 $ 4.28 $4.62 - $5.86 608,616 7.24 404,603 $ 5.18 $6.60 - $7.26 722,468 4.89 534,692 $ 7.03 $8.04 - $10.44 508,994 6.19 379,275 $ 9.17 $10.98 - $16.18 528,793 8.44 148,841 $ 12.41 $17.55 - $22.93 416,950 9.32 38,527 $ 22.08 $23.62 - $23.62 792,084 9.12 143,692 $ 23.62 $23.68 - $23.68 130,000 9.16 0 $ — $24.71 - $24.71 33,225 9.39 0 $ — 4,838,598 7.69 2,074,120 $ 8.25 Stock Options Granted to Employees and Non-Employee Directors During the years ended December 31, 2017, 2016 and 2015, the Company granted stock options to employees and directors to purchase 1,806,157, 1,477,600 and 929,100 shares, respectively, of common stock under the stock plans with a weighted-average estimated grant-date fair value of $21.12, $4.10 and $5.02 per share, respectively. As of December 31, 2017, there were unrecognized compensation costs of $22.2 million related to outstanding employee and non-employee director stock options, which are expected to be recognized over a weighted-average period of 2.95 years. The Company estimated the fair value of stock options using the Black-Scholes option valuation model for options with time-based vesting terms. The Black-Scholes model requires the input of subjective assumptions, including (a) the expected term of the award, (b) the expected stock price volatility, (c) the risk-free interest rate and (d) expected dividends. The estimated fair value of these employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. 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: Year Ended December 31, 2017 2016 2015 Expected term 5.0 – 6.0 years 5.3 – 6.0 years 5.4 – 6.0 years Expected volatility 78 - 81% 67 – 74% 65 – 75% Risk-free interest rate 1.7 – 2.3% 1.1 – 1.9% 1.5 – 1.9% Expected dividend yield —% —% —% The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Prior to the Company's IPO in March 2014, due to the Company’s limited operating history and company specific stock price volatility data, the Company based its estimate of expected volatility on the historical price volatility of a group of similar companies that are publicly traded. Beginning in 2014, the Company began to include the historical price volatility of its own stock, along with data for the group of similar companies, to estimate expected volatility. When selecting these public companies to use in estimating its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, stages of clinical development, risk profiles, position within the industry and with historical share price information sufficient to meet the expected life of the stock-based awards. The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future. Stock Options and Restricted Stock Units Granted to Non-Employees During the years ended December 31, 2017 and 2016, the Company granted to non-employees an option to purchase 3,000 and 15,000 shares of common stock, respectively, and 1,500 and zero RSUs, respectively, that vest upon achievement of certain performance-based targets. The Company did not grant stock options or restricted stock units to non-employees during the year ended December 31, 2015. The Company recorded non-employees stock-based compensation expense of approximately $0.5 million and $0.1 million for the years ended December 31, 2017and 2016. 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 years ended December 31, 2017 and 2016 was estimated using Black-Scholes with the following assumptions: Year Ended December 31, 2017 2016 Expected term 0.25 – 9.39 years 0.8 – 1.0 years Expected volatility 48 - 80% 63 – 125% Risk-free interest rate 0.9 – 2.4% 0.6 – 0.9% Expected dividend yield —% —% Restricted Stock Units Granted to Employees During the years ended December 31, 2017, 2016 and 2015, the Company granted restricted stock units (“RSUs”) to employees to purchase 544,185, 380,500 and 291,525 shares of common stock, respectively, under the stock plans with a weighted-average estimated grant-date fair value of $20.61, $4.01 and $7.76 per share, respectively. RSUs generally vest annually over a 4-year service period and vesting is contingent on continued service. As of December 31, 2017, there were unrecognized compensation costs of $11.0 million related to outstanding RSUs, which are expected to be recognized over a weighted-average period of 2.74 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, 2014 168,200 $ 9.33 $ 2,195 RSUs granted 291,525 $ 7.76 RSUs released (38,376 ) $ 9.42 RSUs cancelled (49,325 ) $ 9.80 Balance, December 31, 2015 372,024 $ 8.02 $ 2,135 RSUs granted 380,500 $ 4.01 RSUs released (89,722 ) $ 8.22 RSUs cancelled (57,750 ) $ 6.71 Balance, December 31, 2016 605,052 $ 5.60 $ 7,878 RSUs granted 544,185 $ 20.61 RSUs released (185,889 ) $ 6.24 RSUs cancelled (72,116 ) $ 9.22 Balance, December 31, 2017 891,232 $ 14.34 $ 9,572 Stock Options and Restricted Stock Units Granted to Employees that Contain Performance Conditions During the years ended December 31, 2017, 2016 and 2015, the Company granted options to purchase an aggregate of 184,200, 354,250 and zero shares of common stock, respectively, that vest upon the achievement of market-based common stock targets. During the years ended December 31, 2017, 2016 and 2015, the Company granted 35,050, 59,925 and zero RSUs, respectively, that vest upon the achievement of market-based common stock price targets. 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 the Monte-Carlo simulation model, 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 that simulation model. The fair value of awards granted to non-employees was estimated using Monte-Carlo with the following assumptions: Year Ended December 31, 2017 2016 Expected term 0.5–3.5 years 2.2–6.0 years Expected volatility 75-80% 70% Risk-free interest rate 2.1–2.4% 1.4%–2.3% Expected dividend yield —% —% |