Stockholders' Equity | 6. Stockholders’ Equity Common 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 redeemable convertible preferred stock, and 5,000,000 shares of undesignated preferred stock. As of December 31, 2016, no preferred stock is issued and outstanding. Registration Statement on Form S-3 On June 13, 2016, we filed a Registration Statement on Form S-3 (File No. 333-211998) containing two prospectuses: (i) a base prospectus which covers the offering, issuance and sale of up to $150 million in the aggregate of an indeterminate number of shares of common stock and preferred stock, an indeterminate principal amount of debt securities and such indeterminate number of warrants and units; and (ii) a sales agreement prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of up to $20 million of our common stock that may be sold from time to time under a sales agreement with Cowen and Company, LLC (Cowen). In accordance with the terms of such sales agreement entered with Cowen, we may offer and sell shares of our common stock having an aggregate offering price of up to $35 million from time to time through Cowen. We are required to file another prospectus supplement in the event we intend to offer more than $20 million in shares of our common stock in accordance with the sales agreement. The sales agreement prospectus amount of $20 million is included in the base prospectus amount of $150 million. 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 2014 Stock Plan (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. Pursuant to this provision, 949,793 and 946,803 additional shares were reserved for issuance under the 2015 Plan on January 1, 2017 and 2016, respectively. 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. The maximum term of options granted under 2015 Plan is ten years. For an initial grant to an employee, 25% of the options generally vest on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years. For subsequent grants to an employee, the options generally vest monthly over a four-year term. Inducement Grant In September 2016, we granted a non-qualified option to purchase 145,000 shares of our common stock at an exercise price of $3.29 per share as an inducement award in connection with the hiring of our Senior Vice President, Research. This option will vest over a period of four (4) years, with 25% vesting on the one year anniversary of the grant date and the remaining 75% vesting on a monthly basis over three years thereafter, subject to continuous employment. This option was an inducement grant issued outside of the 2015 Plan in accordance with NASDAQ Listing Rule 5635(c)(4). We intend to file a registration statement on Form S-8 to register the shares of common stock underlying this option prior to the time at which this option becomes exercisable. In addition, from time to time, we may make inducement grants of stock options to new employees. 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. Pursuant to this provision, 237,448 and 236,700 additional shares were reserved for issuance under the 2015 ESPP on January 1, 2017 and 2016, respectively. Stock-based Compensations Stock Options Stock option activity is summarized as follows: Number of Outstanding Options Weighted Average Exercise Price Weighted Remaining Contractual Term Aggregate Intrinsic Value (in 000s) Outstanding as of December 31, 2015 2,625,280 $ 8.83 Granted 2,266,419 $ 5.56 Exercised (15,892 ) $ 1.24 Canceled/forfeited/expired (860,819 ) $ 10.17 Outstanding as of December 31, 2016 4,014,988 $ 6.73 7.82 $ 519 Options vested and expected to vest as of December 31, 2016 4,014,988 $ 6.73 7.82 $ 519 Options exercisable as of December 31, 2016 1,419,562 $ 6.27 5.88 $ 519 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, 2016 2015 2014 Expected term (in years) 5.50 – 6.08 5.50 – 6.08 5.77 – 6.56 Risk-free interest rate 1.2% – 2.1% 1.5% – 1.9% 1.7% – 2.7% Expected volatility 80.7% – 84.0% 79.2% – 100.9% 111.0 % 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: December 31, 2016 2015 Expected term (in years) 0.50 0.50 Risk-free interest rate 0.4% – 0.6% 0.3 % Expected volatility 75.5% – 80.8% 67.3 % Expected dividend yield 0.0 % 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 the 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. Performance Options with Market Conditions 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 4.8 years regardless of whether the market condition is achieved or earned and vest. In January 2016, we granted to our executives, employees and certain consultants performance options with a market condition to purchase up to an aggregate 396,960 shares of common stock at an exercise price of $9.13. Upon achievement of specified goals by January 4, 2018, such performance 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 performance options with a market condition 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 $1.93. The performance options with market conditions grants are expensed using the accelerated attribution method over the requisite service period of 5.1 years regardless of whether the market condition is achieved or earned and vest. The assumptions used at grant date to determine the fair value of the performance options with a market condition were as follows: December 31, 2016 2015 Expected term (in years) 5.06 4.81 Risk-free interest rate 2.2 % 2.1 % Expected volatility 83.3 % 80.6 % Expected dividend yield 0.0 % 0.0 % Restricted Stock Units During the year ended December 31, 2016, we granted restricted stock units to employees. Restricted stock unit activity is summarized as follows: Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Balance as of December 31, 2015 — $ — Granted 131,593 $ 4.96 Released (2,080 ) $ 5.48 Forfeited (52,800 ) $ 4.95 Balance as of December 31, 2016 76,713 $ 4.95 The allocation of stock-based compensation for all options, including performance options with market condition and restricted stock units is as follows (in thousands): Years Ended December 31, 2016 2015 2014 Research and development $ 1,876 $ 2,524 $ 527 General and administrative 3,153 2,332 1,264 $ 5,029 $ 4,856 $ 1,791 The weighted–average grant date fair value per share of stock options granted by us, excluding performance options with market conditions, during the years ended December 31, 2016, 2015 and 2014 was $3.34, $11.29 and $10.18, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014 was $34,000, $1.9 million and $0.4 million, respectively. As of December 31, 2016, total unrecognized share-based compensation expense related to unvested stock options and restricted stock units was approximately $9.6 million. This unrecognized cost is expected to be recognized ratably over a weighted-average period of approximately 2.9 years. 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. Warrants In November 2016, in connection with the Term Loan, we issued warrants to each of SVB and Solar to purchase an aggregate of 47,771 shares of our common stock with an exercise price of $3.14 per share. The warrants are immediately exercisable and will expire on November 18, 2023, provided that such warrants have not been previously exercised or have expired in connection with certain fundamental transactions involving us. Warrants outstanding as of December 31, 2016: 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 95,542 $ 3.14 November 2023 121,512 Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows: As of December 31, 2016 2015 Common stock warrants 121,512 25,970 Common stock options and awards outstanding 4,091,701 2,625,280 Shares available under the 2015 Plan 510,760 903,350 Shares available under the 2015 ESPP Plan 407,542 227,623 5,131,515 3,782,223 |