Stockholders' Equity | 11. Stockholders’ Equity Equity Incentive Plans In May 2002, the stockholders approved the Amended and Restated 1997 Stock Option/Stock Issuance Plan (the 1997 Plan) and in September 2002, the stockholders approved the 2002 Equity Incentive Plan (the 2002 Plan). In February 2012, the stockholders approved the 2012 Equity Incentive Award Plan (the 2012 Plan). As of December 31, 2020, a total of 17,440,000 shares of the Company’s common stock were reserved for issuance under the 2012 Plan. In addition, the number of shares available for issuance under the 2012 Plan will be annually increased by an amount equal to the lesser of: 2,000,000 shares; 4% of the outstanding shares of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year; or an amount determined by the Company’s Board of Directors. In November 2020, the Board of Directors approved an increase to the number of shares reserved for issuance under the 2012 Plan by 2,000,000 shares effective January 1, 2021. Collectively, the 1997 Plan, the 2002 Plan and the 2012 Plan are known as the Stock Plans. 11. Stockholders’ Equity (continued) Restricted Stock Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs) are independent of stock option grants and are not transferrable, and are subject to forfeiture if recipients terminate their service to the Company prior to the release of the vesting restrictions. RSUs granted to employees generally vest over a period of three years. RSUs and RSAs granted to its nonemployee directors vest over a one-year period, or over a three-year period in the case of an initial grant pursuant to the Company’s Non-Employee Director Compensation Policy (Directors Plan). In the case of a change in control, RSUs and RSAs granted to nonemployee directors will vest in full. RSUs are also granted to nonemployee with performance conditions and the related compensation expense is recognized when the performance condition is deemed probable to be achieved. RSUs and RSAs are valued at the closing price of the Company’s common stock on the date of grant. During the years ended December 31, 2019 and 2018, the weighted-average grant date fair value for restricted stock granted was $11.54 and $11.32, respectively. The total fair value of restricted stock vested during the years ended December 31, 2020, 2019 and 2018 was $11.4 million, $3.1 million and $2.4 million, respectively. The activity for restricted stock is summarized as follows: Shares Weighted- Average Grant-Date Fair Value Balance at December 31, 2019 399,823 $ 10.54 Granted 280,360 49.26 Vested (248,486 ) 13.32 Canceled (11,667 ) 10.95 Unvested at December 31, 2020 420,030 $ 34.73 As of December 31, 2020, there was $6.4 million of unrecognized compensation expense associated with unvested employee restricted stock, Stock Options Under the Stock Plans, incentive stock options may be granted by the Board of Directors to employees at exercise prices of not less than 100% of the fair value at the date of grant. Nonstatutory options may be granted by the Board of Directors to employees, officers, and directors of the Company or consultants at exercise prices of not less than 85% of the fair value of the common stock on the date of grant. The fair value at the date of grant is determined by the Board of Directors. Under the Stock Plans, options may be granted with different vesting terms from time to time, but not to exceed 10 years from the date of grant. Outstanding options generally vest over four years, with 25% of the total grant vesting on the first anniversary of the option grant date and 1/36 11. Stockholders’ Equity (continued) The following table summarizes stock option activity and related information under the Company’s Stock Plans: Available for Grant Share s Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2019 2,192,545 9,287,901 $ 9.44 Shares authorized 2,000,000 — Granted (1) (1,267,668 ) 987,308 49.52 Exercised (2) 92,459 (3,019,410 ) 9.70 Forfeited and expired (3) 153,241 (141,574 ) 23.97 Outstanding at December 31, 2020 3,170,577 7,114,225 $ 14.61 6.53 $ 336,617,882 Vested and expected to vest, net of estimated forfeiture at December 31, 2020 6,886,096 $ 14.16 6.46 $ 328,929,110 Exercisable at December 31, 2020 4,491,790 $ 8.52 5.42 $ 239,880,734 (1) The difference between shares granted in the number of shares available for grant and outstanding options represents the RSUs and RSAs granted for the period. (2) Shares presented as available for grant represents shares repurchased for tax withholding upon vesting of RSUs. (3) The difference between shares forfeited and expired in the number of shares available for grant and outstanding options represents the RSUs canceled during the period. The aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the period in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. Total intrinsic value of options exercised was $123.3 million, $48.4 million and $9.8 million during 2020, 2019 and 2018, respectively. As of December 31, 2020, there was $33.8 million of unrecognized compensation expense, net of estimated forfeitures, associated with outstanding employee stock options, which is expected to be recognized over an estimated weighted-average period of 2.3 years. As of December 31, 2020, stock options outstanding were as follows: Options Outstanding Exercise Price Range Shares Weighted- Average Contractual Life $3.29 - $5.95 711,839 5.38 $6.08 - $6.62 963,248 5.48 $6.66 - $8.19 1,267,114 4.45 $8.29 - $10.82 331,926 7.45 $10.86 733,395 7.17 $10.91 - $10.93 27,492 7.64 $11.02 955,222 8.12 $11.56 - $13.89 764,764 7.75 $13.94 - $46.52 847,357 6.19 $46.59 - $62.39 511,868 9.43 7,114,225 6.53 11. Stockholders’ Equity (continued) Employee Stock Purchase Plan In February 2012, the stockholders approved the ESPP. As of December 31, 2020, a total of 1,700,000 shares of the Company’s common stock were reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP may be annually increased on the first day of each fiscal year during the term of the ESPP, beginning with the 2012 fiscal year, by an amount equal to the lesser of: 300,000 shares; 1% of outstanding shares of the Company’s common stock; or an amount determined by the Company’s Board of Directors. The ESPP provides for an aggregate limit of 3,000,000 shares of common stock that may be issued under the ESPP during the term of the ESPP. In November 2020, the Board of Directors approved an increase to the number of shares reserved for issuance under the ESPP by 300,000 shares effective January 1, 2021. The Company issued 79,161, 71,653 and 88,784 shares under the ESPP in 2020, 2019 and 2018, respectively. As of December 31, 2020, 843,737 shares were available for issuance under the ESPP. As of December 31, 2020, there was $0.2 million of unrecognized compensation expense, net of estimated forfeitures, associated with the ESPP, which is expected to be recognized over an estimated weighted-average period of 0.4 years. Stock Awards Granted to Employees Employee stock-based compensation expense recognized is calculated based on awards ultimately expected to vest and reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Total employee stock-based compensation expense recognized associated with restricted stock, stock options, and the ESPP, was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Research and development $ 7,815 $ 4,530 $ 3,632 General and administrative 13,133 6,819 6,339 Total $ 20,948 $ 11,349 $ 9,971 Valuation Assumptions Fair value of options granted under the Stock Plans and purchases under the Company’s ESPP were estimated at grant or purchase dates using a Black-Scholes option valuation model. The Black-Scholes valuation model requires that assumptions are made with respect to various factors, including the expected volatility of the fair value of the Company’s common stock. The Company has based its expected volatility on the average historical volatilities of public entities having similar characteristics including: industry, stage of life cycle, size, and financial leverage. The weighted-average expected term of options was calculated using the simplified method as prescribed by accounting guidance for stock-based compensation. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. 11. Stockholders’ Equity (continued) The fair values of the employee stock options granted under the Company’s Stock Plans and the option component of the shares purchased under the ESPP during 2020, 2019 and 2018 were estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Employee Stock Options Employee Stock Purchase Plan 2020 2019 2018 2020 2019 2018 Dividend yield 0 % 0 % 0 % 0 % 0 % 0 % Volatility 87.4 % 71.3 % 67.8 % 118.4 % 56.4 % 73.8 % Weighted-average expected life (in years) 6.0 6.0 6.0 0.5 0.5 0.5 Risk-free interest rate 0.66 % 2.28 % 2.66 % 0.13 % 1.87 % 2.33 % Weighted-average grant date fair value $ 35.71 $ 7.54 $ 6.22 $ 25.93 $ 4.10 $ 3.73 Stock Awards to Nonemployees During 2020, 2019 and 2018, the Company granted to consultants options to purchase 21,400, 82,011 and 28,534 shares of common stock, respectively. In addition, during 2020, 66,000 shares of RSUs were granted to consultants, of which 35,000 were with performance vesting conditions. Total stock-based compensation expense recognized associated with restricted stock and stock options granted to nonemployees was as follows (in thousands): Year Ended December 31, 2020 2019 2018 Research and development $ 1,892 $ 186 $ 862 General and administrative 72 103 — Total $ 1,964 $ 289 $ 862 Valuation Assumptions Stock-based compensation expense associated with stock options granted to nonemployees is recognized as the stock options vest. The estimated fair values of the stock options granted are calculated at each reporting date using the Black-Scholes option-pricing model, with the following assumptions: Year Ended December 31, 2020 2019 2018 Dividend yield 0% 0% 0% Volatility 87% 68-87% 67-68% Weighted-average expected life (in years) 6.0 5.5-6.0 5.7-9.9 Risk-free interest rate 0.84% 1.6-2.2% 2.7-3.0% Equity Distribution Agreement In December 2018, the Company entered into an Equity Distribution Agreement (EDA), pursuant to which the Company may offer and sell, from time to time, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million. For the year ended December 31, 2019, the Company sold 6,491,196 shares of its common stock pursuant to its EDA for net proceeds of $73.3 million. These sales fully exhausted the amount available under the EDA. Accordingly, no further sales will be made under the EDA. 11. Stockholders’ Equity (continued) Equity Follow-On Offering In June 2020, the Company completed an equity follow-on offering of 5,980,000 shares of its common stock at a public offering price of $58.00 per share. The Company received net proceeds of approximately $325.7 million, after deducting underwriting discounts, commissions and offering expenses. |