Stockholders' Equity | 4. Stockholders’ Equity Private Placement of Common Stock, Convertible Preferred Shares and Common Stock Warrants On August 27, 2017, we entered into a Securities Purchase Agreement (Securities Purchase Agreement) for a private placement (Private Placement) with a select group of institutional investors, including Viking Global Opportunities Illiquid Investments Sub-Master, LP (VGO Fund) and other accredited investors, certain of whom are affiliated with our directors and officers (collectively, the Purchasers). Pursuant to the Securities Purchase Agreement, (i) VGO Fund purchased 1,777,784 shares of our common stock, par value $0.001 per share (the Common Shares), at a price of $2.65 per share, 2,285,952 shares of our Class X Convertible Preferred Stock (the Preferred Shares or Preferred Stock, and together with the Common Shares, the Shares), par value $0.001 per share, at a price of $13.25 per share, and warrants to purchase up to that number of additional shares of Common Stock equal to thirty seven and one half percent (37.5%) of the number of Shares purchased by VGO Fund on an if-converted to common stock basis (rounded up to the nearest whole share), and (ii) the remaining Purchasers purchased an aggregate of 4,094,336 shares of our Common Shares, at a price of $2.65 per share, and warrants to purchase up to that number of additional shares of Common Stock equal to thirty-seven and one half percent (37.5%) of the number of Common Shares purchased by such Purchaser (rounded up to the nearest whole share). The Private Placement closed on August 31, 2017 for gross proceeds of $45.8 million, and after giving effect to costs related to the Private Placement, net proceeds of $42.5 million. Each share of Preferred Stock is convertible into five shares of our common stock. VGO Fund will be prohibited from converting the Preferred Stock into shares of our common stock if, as a result of such conversion, VGO Fund, together with its affiliates, would own more than 9.50% of the shares of our common stock then issued and outstanding, which percentage may change at VGO Fund’s election upon 61 days’ notice to us to (i) any other number less than or equal to 19.99% or (ii) subject to approval of our stockholders to the extent required in accordance with the NASDAQ Global Market rules, any number in excess of 19.99%. Holders of outstanding Preferred Stock are entitled to receive a dividend (on an if-converted to common stock basis), if we at any time pay a stock dividend equal to and in the same form as a dividend paid to holders of Common Shares. In the event of our liquidation, dissolution or winding up, holders of Preferred Stock will participate in any distribution of proceeds, pro rata based on the number of shares held by each such holder on an if-converted basis. The Preferred Shares have no voting rights. We evaluated the Preferred Stock for liability or equity classification under ASC 480, Distinguishing Liabilities from Equity , We also evaluated the Preferred Stock in accordance with the provisions of ASC 815, Derivatives and Hedging The issuance of convertible preferred stock could generate a beneficial conversion feature (BCF), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor (or in-the-money) at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock on the commitment date. The fair value of our common stock was $2.37 on August 31, 2017, the commitment date, using the Black-Scholes valuation model. After the proceeds allocation, the Preferred Stock had an effective conversion price of $2.37 per common share, which was equal to the fair value of our common stock on the commitment date. Therefore, no BCF is present. The warrants are exercisable at an exercise price of $4.64 per share, subject to adjustments as provided under the terms of the warrants. The warrants are immediately exercisable and expire on December 31, 2019. We also entered into a registration rights agreement (Registration Rights Agreement) with certain of the Purchasers, excluding those Purchasers affiliated with our directors and officers, requiring us to register for the resale of the relevant securities. We registered all of the relevant securities issued in the Private Placement for resale on a Form S-3 filed with the SEC, as required under the Registration Rights Agreement, and the registration statement was declared effective on September 27, 2017. We evaluated the warrants for liability or equity classification under ASC 815, Derivative and Hedging Common Stock Reserved for Future Issuance Pursuant to the automatic increase provisions of our 2015 Stock Option and Incentive Plan (2015 Plan) and 2015 Employee Stock Purchase Plan (2015 ESPP), 1,191,566 additional shares were reserved for future issuance under the 2015 Plan on January 1, 2018 and 297,891 additional shares were reserved for future issuances under the 2015 ESPP on January 1, 2018. Common stock reserved for future issuance is as follows: March 31, 2018 Class X Preferred Stock (if-converted to common stock) 11,429,760 Common stock warrants 6,682,708 Common stock options and awards outstanding 5,611,880 Shares available under the 2015 Plan 971,911 Shares available under the 2015 ESPP 881,710 25,577,969 The following table summarizes our stock option activity under all equity incentive plans for the three months ended March 31, 2018: Number of Outstanding Options Weighted Average Exercise Price Outstanding as of December 31, 2017 4,617,059 $ 5.52 Granted 1,250,761 $ 3.31 Exercised (3,593 ) $ 2.02 Canceled/forfeited/expired (259,013 ) $ 6.21 Outstanding as of March 31, 2018 5,605,214 $ 5.00 The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Three Months Ended March 31, 2018 2017 Expected term (in years) 5.77 – 6.08 6.02 – 6.06 Risk-free interest rate 2.3% – 2.7% 2.0% – 2.1% Expected volatility 89.2% – 98.4% 104.0% – 105.2% Expected dividend yield 0.0 % 0.0 % The following table summarizes our restricted stock unit activity under all equity incentive plans for the three months ended March 31, 2018: Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Balance as of December 31, 2017 49,300 $ 4.28 Granted — $ — Released (35,968 ) $ 4.64 Forfeited (6,666 ) $ 3.30 Balance as of March 31, 2018 6,666 $ 3.30 Stock-based Compensation The allocation of stock-based compensation for all options, including performance options with a market condition, 2015 ESPP and restricted stock units is as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development $ 324 $ 444 General and administrative 604 833 $ 928 $ 1,277 |