Stockholders' Equity | 6. Stockholders’ Equity Sale of Series E Redeemable Convertible Preferred Stock On March 31, 2015, pursuant to a Series E stock purchase agreement, we issued an aggregate of 68,166,894 shares of our Series E redeemable convertible preferred stock at a purchase price of $1.119 per share, for aggregate cash consideration of $76.3 million and incurred $0.6 million of issuance costs. Each share of Series E redeemable convertible preferred stock was convertible into 0.12572 shares of our common stock. The purchase agreement also included an automatic conversion into approximately 0.10329 shares of common stock for each share of Series E redeemable convertible preferred stock upon completion of a qualified public offering on or before March 1, 2016. On May 12, 2015, all outstanding shares of Series E redeemable convertible preferred stock was converted into 7,040,991 shares of our common stock in connection with our IPO. Common Stock In March 2015, we amended and restated our certificate of incorporation to, among other things , (1) increase its authorized shares of common stock from 95,500,000 to 185,000,000 shares, (2) increase its authorized shares of preferred stock from 75,772,871 to 143,939,765 shares, of which 68,166,894 shares are designated as Series E preferred stock, and (3) set forth the rights, preferences and privileges of the Series E preferred stock. In May 2015, in connection with our IPO, we filed an amended and restated certificate of incorporation, authorizing 150,000,000 shares of common stock and 7,285,456 shares of preferred stock, 5,000,000 of which is undesignated preferred stock In addition, all outstanding shares of redeemable convertible preferred stock, including Series E, were converted into 16,279,859 shares of our common stock and warrants to purchase 206,581 shares of redeemable convertible preferred stock were converted into warrants to purchase 25,970 shares of our common stock with a resultant reclassification of the warrant liabilities to additional paid-in capital. 2014 Stock Plan We adopted a stock option plan in 2007 (the 2007 Plan), which was subsequently amended, restated and renamed in July 2014 (the 2014 Plan) to provide for the incentive stock options, nonstatutory stock options, stock and rights to purchase restricted stock to eligible recipients. Recipients of incentive stock options are eligible to purchase shares of our common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options under the 2014 Plan is ten years. Options granted generally vest over four years. 2015 Stock Plan In April 2015, our board of directors adopted, and our stockholders approved, the 2015 Plan. The 2015 Plan became effective on May 6, 2015 and we ceased granting any new awards under our 2014 Plan. Awards granted under the 2014 Plan prior to our IPO that are forfeited, canceled, reacquired by us prior to vesting satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added to shares available for issuance under the 2015 Plan. A total of 1,574,566 shares of our common stock were initially reserved for issuance under the 2015 Plan. In addition, the number of shares reserved and available for issuance under the 2015 Plan will automatically increase each January 1, beginning on January 1, 2016 and thereafter until January 1, 2019, by the lesser of (i) 1,840,000 shares, (ii) 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or (iii) an amount determined by our board of directors. Shares underlying any awards under the 2015 Plan that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added to shares available for issuance under the 2015 Plan. Employee Stock Purchase Plan In April 2015, our board of directors adopted, and our stockholders approved, our 2015 Employee Stock Purchase Plan (the 2015 ESPP). The 2015 ESPP became effective on May 6, 2015. A total of 227,623 shares of our common stock were initially reserved for issuance under the 2015 ESPP. In addition, the number of shares reserved and available for purchase under the 2015 ESPP will automatically increase each January 1, beginning on January 1, 2016 and thereafter until January 1, 2019, by 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2015 ESPP. Stock option activity is summarized as follows: Number of Outstanding Options Weighted Average Price Weighted Remaining Contractual Term Aggregate Intrinsic Value (in 000s) Outstanding as of December 31, 2014 1,514,471 $ 4.60 Granted 1,715,028 $ 11.29 Exercised (197,253 ) $ 2.78 Canceled (406,966 ) $ 6.37 Outstanding as of December 31, 2015 2,625,280 $ 8.83 8.02 $ 6,684 Options vested and expected to vest as of December 31, 2015 2,625,280 $ 8.83 8.02 $ 6,684 Options exercisable as of December 31, 2015 899,931 $ 4.91 6.64 $ 5,063 The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Years Ended December 31, 2015 2014 2013 Expected term (in years) 5.50 – 6.08 5.77 – 6.56 6.52 – 6.56 Risk-free interest rate 1.5% – 1.9% 1.7% – 2.7% 2.0% – 2.2% Expected volatility 79.2% – 100.9% 111.0 % 109.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % The assumptions used in the Black-Scholes option pricing model to determine the fair value of the ESPP offering were as follows: Year Ended December 31, 2015 Expected term (in years) 0.50 Risk-free interest rate 0.33 % Expected volatility 67.3 % Expected dividend yield 0.0 % Expected term . The expected term represents the period of time that options are expected to be outstanding. Because we do not have sufficient history of exercise behavior, we determine the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Risk-free interest rate. We base that risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected volatility. The expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Expected dividend yield. We base the expected dividend yield assumption on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. The allocation of stock-based compensation for all options, including performance options,with market condition is as follows (in thousands): Years Ended December 31, 2015 2014 2013 Research and development $ 2,524 $ 527 $ 96 General and administrative 2,332 1,264 59 $ 4,856 $ 1,791 $ 155 The weighted–average grant date fair value per share of stock options granted by us during the years ended December 31, 2015, 2014 and 2013 was $11.29 per share, $10.18 per share and $3.42 per share, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $1.9 million, $0.4 million and $47,000, respectively. As of December 31, 2015, total unrecognized share-based compensation expense related to unvested stock options was approximately $12.7 million. This unrecognized cost is expected to be recognized over a weighted-average period of approximately 2.9 years ratably on a straight-line basis. During the fourth quarter of 2014, we modified certain vesting conditions of performance-based equity awards for our Chief Executive Officer which resulted in incremental share-based compensation costs of $0.7 million, of which $0.6 million was recognized as expense during the year ended December 31, 2014. In October 2015, our Compensation Committee of the Board of Directors approved an amendment to accelerate the vesting schedule of certain outstanding stock options representing 931,749 shares granted to active employees and certain consultants under the 2014 Plan to change the vesting schedule of such options from six-years to four-years retroactive to the original vesting commencement dates. We recorded $0.8 million of stock compensation expense in connection with the modification during the year ended December 31, 2015. In October 2015, we granted our employees and certain consultants performance options with a market condition to purchase up to an aggregate 169,402 shares of common stock at an exercise price of $10.24. Upon achievement of specified performance goals by October 2017, such performance-based options shall begin to vest over four years in equal monthly installments, otherwise the options will be subject to forfeiture. The fair value of the stock options awarded that include market-based performance conditions is estimated on the date of the grant using a Monte Carlo simulation, based on the market price of the underlying common stock, expected performance measurement period, expected peer group stock price volatility and expected risk-free interest rate. The weighted average grant date fair value was $4.23.The performance options with market conditions grants are expensed using the accelerated attribution method over the requisite service period of 5.0 years regardless of whether the market condition is achieved or earned and vest. The assumptions used to determine the fair value of the performance options with market condition were as follows: Year Ended December 31, 2015 Expected term (in years) 4.8 Risk-free interest rate 2.05 % Expected volatility 80.6 % Expected dividend yield 0.0 % 401(k) Plan We maintain a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. In April 2015, our Board of Directors approved a policy, beginning on June 1, 2015, to match employee contributions equal to 50% of the participant’s contribution of up to a maximum of 6% of the participants’s annual salary. We made discretionary contributions totaling $0.1 million during the year ended December 31, 2015. Warrants Warrants outstanding as of December 31, 2015: Number Exercise Price Expiration Outstanding Per Share Date 9,051 $ 6.63 September 2017 2,006 $ 7.48 March 2021 14,913 $ 20.12 July 2023 25,970 Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows: As of December 31, 2015 2014 Conversion of redeemable convertible preferred stock — 9,238,868 Conversion of redeemable convertible preferred stock issuable upon conversion of promissory note — 94,455 Redeemable convertible preferred stock warrants — 25,970 Common stock warrants 25,970 — Common stock options outstanding 2,625,280 1,514,471 Shares available under the 2014 Plan 984,357 180,190 Shares available under the 2015 Plan 903,350 — Shares available under the 2015 ESPP Plan 227,623 — 4,766,580 11,053,954 |