Stock-Based Compensation | STOCK-BASED COMPENSATION Stock Compensation Plans In October 2002, the Company established its 2002 Employee, Director, and Consultant Stock Plan and in December 2007, the Company established its 2007 Stock Plan. No further grants were then made under the 2002 Plan. In February 2014, the Company’s board of directors adopted, and in March 2014 the Company’s stockholders approved, the 2014 Equity Incentive Plan (the “2014 Plan”), which became effective on the completion of the IPO. No further grants were then made under the 2007 Plan. Under the 2014 Plan, 1,993,394 shares of the Company’s common stock were made available for issuance which included all shares that, as of the effective time, were reserved for issuance pursuant to the 2007 Plan, and is subject to further increase for shares that were subject to outstanding options under the 2007 Plan and the 2002 Plan as of the effective time that thereafter expire, terminate, or otherwise are forfeited or reacquired. The number of shares of the Company’s common stock reserved for issuance pursuant to the 2014 Plan will automatically increase on the first day of each fiscal year for a period of up to 10 years , commencing on the first day of the fiscal year following 2014, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Company’s board of directors. For 2018 , 2017 , 2016 , and 2015 , the common stock available for issuance under the 2014 Plan increased by 932,822 , 880,362 , 739,708 , and 701,763 shares of common stock, respectively. As of December 31, 2018 , the number of shares available for issuance under the 2014 Plan was 1,814,179 . Options granted under the 2014 Stock Plan may have terms of up to ten years. All options issued to date have had a ten year life. The exercise price of an ISO shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. The exercise price of an ISO and NSO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, respectively, as determined by the board of directors. The exercise price of a NSO shall not be less than the par value per share of common stock. The options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/48th per month thereafter. Restricted stock units granted generally vest at a rate of 25% per year over four years. In March 2016, the Company’s board of directors approved the 2016 Inducement Plan (the “Inducement Plan”) under which 450,000 shares of the Company’s common stock were made available for issuance. In each of January 2017 and November 2017, an amendment to the Inducement Plan was approved to increase the number of shares available for issuance an additional 450,000 shares, for a total of 900,000 shares, resulting in a total of 1,350,000 shares of common stock issuable under the Inducement Plan. As of December 31, 2018 , the number of shares available for issuance under the Inducement Plan was 512,440 . Options granted under the Inducement Plan may have terms of up to ten years. All options issued to date have had a ten year life. Consistent with the 2014 Plan, options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/48th per month thereafter. Restricted stock units granted vest at a rate of 25% per year over four years. The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. Stock Option Activity Stock option activity under all of the Company’s stock compensation plans is summarized as follows: Outstanding Options Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Number of Shares Weighted Average Exercise Price Stock Options Balances, December 31, 2017 5,137,584 $ 12.12 Options granted 1,289,396 25.27 Options exercised (478,454 ) 7.03 Options forfeited (586,197 ) 19.11 Options expired (61,263 ) 14.97 Balances, December 31, 2018 5,301,066 $ 14.98 6.33 $ 6,525 Vested and expected to vest, December 31, 2018 5,179,804 $ 14.81 6.28 $ 6,525 Exercisable, December 31, 2018 3,599,021 $ 11.49 5.18 $ 6,525 The aggregate intrinsic value of options outstanding, vested and expected to vest, and exercisable were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of December 31, 2018 of $8.54 . The intrinsic value of options exercised, calculated as the difference between the exercise price and the fair value of the Company’s common stock on the date of exercise, was approximately $9.2 million , $18.1 million , and $6.6 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. During the years ended December 31, 2018 , 2017 , and 2016 , the Company granted stock options to employees to purchase 1,289,396 , 1,439,675 , and 1,030,375 shares of common stock, respectively, with a weighted-average grant date fair value of $16.08 , $11.93 , and $9.15 , respectively. As of December 31, 2018 , there was total unrecognized compensation cost related to unvested options of approximately $22.1 million . This cost is expected to be recognized over a weighted average remaining vesting period of 2.8 years . The total fair value of employee stock options vested for the years ended December 31, 2018 , 2017 , and 2016 was $12.1 million , $10.6 million and $8.4 million , respectively. Restricted Stock Unit Activity Restricted stock unit activity under all of the Company’s stock compensation plans is summarized as follows: Outstanding Units Weighted-Average Restricted Stock Units Number of Shares Unvested, December 31, 2017 427,051 $ 18.72 Granted 465,372 16.05 Vested (105,396 ) 18.39 Forfeited (138,657 ) 20.07 Unvested, December 31, 2018 648,370 $ 16.57 The aggregate intrinsic value of RSUs outstanding on December 31, 2018 was $5.5 million based on the fair value of the Company’s common stock on that date. The aggregate intrinsic value of RSUs vested for the years ended December 31, 2018 , 2017 , and 2016 was $2.3 million , $1.2 million , and zero , respectively. As of December 31, 2018 , there was total unrecognized compensation cost related to unvested RSUs of approximately $9.4 million . This cost is expected to be recognized over a weighted average remaining vesting period of 2.7 years . Employee Stock Purchase Plan In February 2014, the Company’s board of directors adopted and, in March 2014, the Company’s stockholders approved, the 2014 Employee Stock Purchase Plan (the “ESPP”), which became effective on the completion of the Company’s IPO. The ESPP authorized the issuance of 262,762 shares. Under the ESPP, employees, subject to certain restrictions, may purchase shares of common stock at 85% of the fair market value at either the beginning of the offering period or the date of purchase, whichever is less. Purchases are limited to the lesser of 15% of each employee’s eligible annual compensation or $25,000 . Through the end of 2018 , the Company has issued a total of 229,320 shares under the ESPP. The number of shares available for future issuance under the plan were 847,105 at December 31, 2018 . Beginning January 1, 2015 and continuing through and including January 1, 2024, the amount of common stock reserved for issuance under the ESPP will increase annually on that date by the lesser of (i) one percent ( 1% ) of the total number of shares of common stock outstanding on such December 31, (ii) 520,000 shares of common stock, or (iii) a number of shares as determined by the board of directors prior to the beginning of each year, which shall be the lesser of (i) or (ii) above. For 2018 , 2017 , 2016 , and 2015 , the common stock available for issuance under the ESPP increased by 233,206 , 220,090 , 184,927 , and 175,440 shares of common stock, respectively. Stock-Based Compensation Expense The following table reflects stock-based compensation expense recognized for the years ended December 31, 2018 , 2017 , and 2016 (in thousands): Years Ended December 31, 2018 2017 2016 Research and development $ 2,822 $ 3,597 $ 2,855 Selling, general and administrative 12,964 9,770 7,716 Total stock-based compensation expense $ 15,786 $ 13,367 $ 10,571 Stock-based compensation of $202,000 , $39,000 , and zero was capitalized into inventory for the twelve months ended December 31, 2018 , 2017 , and 2016 . Stock-based compensation capitalized into inventory is recognized as cost of sales when the related product is sold. The Company’s method of valuation for share-based awards is based on the Black-Scholes model. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. A description of the assumptions follows: • The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as well as taking into consideration the Company’s own historical volatility since its IPO in 2014. • The risk-free interest rate is based on the U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. • The expected term of the options granted represents the average period the stock options are expected to remain outstanding. The Company has elected to use the “simplified method” for estimating the expected term, which is calculated as the mid-point between the vesting period and the contractual term of the options. • The expected dividend yield assumption was based on the fact that the Company has never paid cash dividends and currently has no intention to pay cash dividends. As stock-based compensation expense recognized in the Consolidated Statement of Operations for fiscal years 2018 , 2017 , and 2016 is based on awards ultimately expected to vest, each has been reduced for estimated forfeitures, based on historical experience. The Company estimated the fair value of employee stock options and ESPP shares on the date of grant using the Black-Scholes model with the following weighted-average assumptions: Years Ended December 31, 2018 2017 2016 Stock Options Expected price volatility 67% - 70% 68% - 70% 69% - 71% Risk-free interest rate 2.27% - 3.06% 1.83% - 2.17% 1.23% - 1.81% Expected term (in years) 5.50 - 6.25 5.50 - 6.25 5.50 - 6.25 Dividend yield — — — Years Ended December 31, 2018 2017 2016 Employee Stock Purchase Plan Expected price volatility 62% - 64% 51% - 71% 68% - 73% Risk-free interest rate 2.10% - 2.56% 0.60% - 1.45% 0.49% - 0.60% Expected term (in years) 0.50 0.50 0.50 Dividend yield — — — Stock-based compensation expense related to employee stock options for the years ended December 31, 2018 , 2017 , and 2016 was $12.7 million , $11.2 million , and $9.3 million , respectively. Stock-based compensation expense related to the ESPP plan for the years ended December 31, 2018 , 2017 , and 2016 was $0.6 million , $0.3 million , and $0.3 million , respectively. Stock-based compensation expense related to restricted stock units was $2.3 million , $1.3 million , and $0.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Non-Employee Stock-Based Compensation The Company granted to consultants zero options to purchase common stock and zero restricted stock units during the year ended 2018 ; 5,000 options to purchase common stock and 12,437 restricted stock units during the year ended 2017 ; and 12,600 options to purchase common stock during the year ended 2016 . These restricted stock units and options are granted in exchange for consulting services to be rendered and are measured and recognized as they are earned. Options issued during the year ended 2016 were granted to a member of the Company’s board of directors. The Company believes that the estimated fair value of the restricted stock units and stock options is more readily measurable than the fair value of the services rendered. The Company estimated the fair value of non-employee stock options using the Black-Scholes model with the following weighted-average assumptions: Years Ended December 31, 2018 2017 2016 Expected price volatility 69% - 74% 68% - 80% 71% - 77% Risk-free interest rate 2.32% - 2.45% 1.94% - 2.36% 1.47% - 2.46% Expected term (in years) 6.00 - 9.50 6.00 - 9.75 7.00 - 9.75 Dividend yield — — — Compensation expense related to non-employee restricted stock units and options for years ended December 31, 2018 , 2017 , and 2016 was approximately $0.2 million , $0.6 million , and $0.5 million , respectively. |