Stock-Based Compensation | 13. Stock-Based Compensation 2019 Inducement Plan In October 2019, the Company’s Board of Directors adopted the 2019 Inducement Plan, or the 2019 Plan, which is a non-stockholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq Listing Rule 5635(c)(4), or Rule 5635, for the purpose of awarding (i) non-statutory stock options, (ii) restricted stock awards, (iii) restricted stock unit awards, (iv) other stock awards (collectively, the Inducement Awards) to new employees of the Company, as inducement material to such new employees entering into employment with the Company. On November 20, 2019, the Company filed a Registration Statement on Form S-8 with the SEC covering the offering of up to 300,000 shares of its common stock, par value $0.001 , pursuant to the Company’s 2019 Plan. No stock options were granted under the 2019 Inducement Plan during the year ended December 31, 2020. During the year ended December 31, 2019, the Company granted 47,500 stock options under the 2019 Plan to new employees. Initial grants of Inducement Awards made to employees vest as to 25% on the first anniversary of the date of grant and the balance ratably over the next 36 months and subsequent grants vest monthly over a period of four years from the grant date. 2014 Equity Incentive Plan The Company’s 2014 Equity Incentive Plan, or the 2014 Plan, is administered by the Company’s Board of Directors or a duly authorized committee thereof, referred to as the Plan administrator. The 2014 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of equity compensation, collectively referred to as Stock Awards. Additionally, the 2014 Plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, non-employee directors, and consultants. No incentive stock options may be granted under the 2014 Plan after the tenth anniversary of the effective date of the 2014 Plan. Stock Awards granted under the 2014 Plan vest at the rate specified by the Plan administrator. Initial grants of Stock Awards made to employees and non-employee consultants generally vest as to 25% on the first anniversary of the date of grant and the balance ratably over the next 36 months and subsequent grants vest monthly over a period of four years from the grant date. Stock options initially granted to members of the Company’s Board of Directors vest over a period of three years in equal quarterly installments from the date of the grant, subject to the option holder’s continued service as a Director through such date. Subsequent grants to Directors that are made automatically at Annual Meetings of Stockholders vest fully on the first anniversary of the date of grant. The Plan administrator determines the term of Stock Awards granted under the 2014 Plan up to a maximum of ten years. The aggregate number of shares of the Company’s common stock reserved for issuance under the 2014 Plan has automatically increased on January 1 of each year, beginning on January 1, 2015 and will continue to increase on January 1 of each year through and including January 1, 2024, by 3% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors. On January 1, 2021, the aggregate number of shares of common stock that may be issued pursuant to Stock Awards under the 2014 Plan automatically increased from 7,488,513 to 8,984,679. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2014 Plan is 30,000,000 shares. Restricted Stock Units Pursuant to the Company’s non-employee director compensation policy, an aggregate of 36,000 restricted stock units were granted to non-employee directors on June 4, 2020, the date of the Company’s 2020 Annual Meeting of Stockholders, under the 2014 Plan with a grant date fair value of $15.62 per share. The restricted stock units will vest on the earlier of (i) June 4, 2021 and (ii) immediately prior to the Company’s next Annual Meeting of Stockholders following the grant date, subject to the recipient’s continued service through such date. As a result, the Company will recognize compensation expense associated with these restricted stock units ratably over the one-year vesting period following the grant date. For the year ended December 31, 2020, $323 of stock compensation expense relating to these restricted stock units was recognized in G&A expense. None of the 36,000 restricted stock units vested and were settled in shares of the Company’s common stock as of December 31, 2020. In February 2020, the Compensation Committee of the Company’s Board of Directors approved and granted a total of 138,000 restricted stock units to executive officers under the 2014 Plan with a grant date fair value of $16.36 per share. Vesting of the restricted stock units is contingent on the achievement of certain performance targets related to the results of ongoing clinical trials, NDA filing and FDA approval as well as the recipient’s continuous service through each performance target. At the date of grant, the Company concluded that the probability of achievement of the performance targets could not be determined until the various milestones were probable of being achieved. Recognition of compensation expense associated with these awards begins when, and to the extent, the performance criteria have been achieved and therefore, the restricted stock units are earned and vesting has occurred. As a result of the achievement of a performance target relating to its NDA filing in December 2020, the Company recognized $601 of stock compensation expense, with $196 recorded in R&D expense and $405 in G&A expense. As of December 31, 2020, 36,750 of the 138,000 restricted stock units vested and were settled in shares of the Company’s common stock. Additionally in February 2020, the Compensation Committee of the Company’s Board of Directors also approved and granted a total of 98,000 time-based restricted stock units to executive officers under the 2014 Plan with a grant date fair value of $16.36 per share. The restricted stock units vest in three equal installments annually from the date of the grant. As a result, the Company recognizes compensation expense associated with these restricted stock units ratably over the three-year vesting period following the grant date. For the year ended December 31, 2020, the Company recognized $455 of stock compensation expense, with $149 recorded in R&D expense and $306 in G&A expense. None of the 98,000 restricted stock units vested or were settled in shares of the Company’s common stock as of December 31, 2020. Pursuant to the terms of the Company’s non-employee director compensation policy, an aggregate of 24,000 restricted stock units were granted to non-employee directors on June 4, 2019, the date of the Company’s 2019 Annual Meeting of Stockholders, under the 2014 Plan with a grant date fair value of $20.47 per share. The restricted stock units vested on the earlier of (i) June 4, 2020 and (ii) immediately prior to the Company’s next Annual Meeting of Stockholders following the grant date, subject to the recipient’s continued service through such date. As a result, the Company recognized compensation expense associated with these restricted stock units ratably over the one-year vesting period following the grant date. For the years ended December 31, 2020 and 2019, the Company recognized $205 and $287, respectively, of stock compensation expense relating to these restricted stock units in G&A expense. As of December 31, 2020, all of the 24,000 restricted stock units vested and were settled in shares of the Company’s common stock. In March 2019, the Compensation Committee of the Company’s Board of Directors approved and granted a total of 215,000 restricted stock units to executive officers under the 2014 Plan with a grant date fair value of $16.10 per share. Vesting of the restricted stock units was contingent on the achievement of certain performance targets related to the results of ongoing clinical trials, subject to the recipient’s continuous service through the vesting events. At the date of grant, the Company concluded that the probability of achievement of the performance targets could not be determined until the milestones were probable of being achieved, and accordingly, the Company would recognize compensation expense associated with these awards when, and to the extent, the restricted stock units vested in accordance with achievement of the performance targets. In December 2019 and May 2019, performance targets relating to 36,666 and 74,166 restricted stock units, respectively, had been achieved and thus such restricted stock units vested and the awards were settled in shares common thus such restricted stock units vested and the awards were settled in shares common In September 2018, the Company granted a total of 83,791 restricted stock units to executive officers under the 2014 Plan with a grant date fair value of $20.21 per share. Vesting of the restricted stock units was contingent on the achievement of certain performance targets through the first quarter of 2019, subject to the recipient’s continuous service through the vesting events. At the date of grant, the Company concluded that the probability of achievement of the performance targets could not be determined until they were achieved, and accordingly, the Company would recognize compensation expense associated with these awards when, and to the extent, the restricted stock units vested in accordance with achievement of the performance targets. As of December 31, 2018, all of the performance targets had been achieved and, consequently, all of the restricted stock units had vested. As a result, $1,693 of stock compensation expense relating to the vesting of restricted stock units was recognized for the year ended December 31, 2018, with $1,217 recorded in G&A expense and $476 in R&D expense. In addition, all of the 83,791 restricted stock units vested and were settled in shares of the Company’s common stock as of December 31, 2018. Stock Options A summary of the Company’s stock option activity related to employees, non-employee members of the Board of Directors and non-employee consultants for the 2019 Plan and the 2014 Plan as of and for the year ended December 31, 2020 is as follows: Weighted Aggregate Number of Average Exercise Intrinsic Shares Price Value Outstanding, December 31, 2019 4,450,517 $ 14.73 Granted 1,377,850 15.88 Exercised (55,852) 12.37 Expired (175,971) 14.06 Forfeited (127,151) 16.55 Outstanding, December 31, 2020 5,469,393 $ 15.02 $ 8,441 Weighted average remaining contractual life as of December 31, 2020 (in years) 7.26 Options exercisable, December 31, 2020 3,192,128 $ 13.96 $ 7,589 Weighted average remaining contractual life as of December 31, 2020 (in years) 6.23 Options vested and expected to vest as of December 31, 2020 5,469,393 $ 15.02 $ 8,441 Weighted average remaining contractual life as of December 31, 2020 (in years) 7.26 The total fair value of options vested during the years ended December 31, 2020, 2019 and 2018 was $12,819, $10,074, and $9,023, respectively. The intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018 was $152, $5,741, and $3,893, respectively. During the years ended December 31, 2020, 2019 and 2018, the Company granted 1,377,850, 1,324,000 and 1,197,500 stock options, respectively, to employees and non-employee members of the Board of Directors. There were Summary of Significant Accounting Policies – Stock-Based Compensation Year Ended December 31, 2020 2019 2018 Risk-free interest rate 0.35% - 1.57 % 1.55% - 2.62 % 2.51% - 3.09 % Expected volatility 71.8% - 74.8 % 71.1% - 75.2 % 82.6% - 92.8 % Expected dividend yield 0 % 0 % 0 % Expected life of employee and Board options (in years) 6.25 6.25 6.25 The weighted average grant date fair value of options granted to employees and non-employee members of the Board of Directors for their Board service during the years ended December 31, 2020, 2019 and 2018 was $10.33, $11.67, and $11.99, respectively. On January 1, 2019, the Company used the Black Scholes option valuation model to remeasure the fair value of all outstanding unvested options that had been granted to non-employee consultants in accordance with ASU 2018-07. At the end of each fiscal quarter during the year ended December 31, 2018, the Company used the Black-Scholes option valuation model to re-measure the fair value of all outstanding options that had been granted to non-employee consultants during the vesting period of each tranche in accordance with ASC 505-50. The range of assumptions used by the Company on January 1, 2019 and during the year ended December 31, 2018 are as follows: January 1, 2019 Year Ended Risk-free interest rate 2.59% - 2.62% 1.82% - 3.02% Expected volatility 58.9% - 84.6% 58.2% - 101.0% Expected dividend yield 0% 0% Expected life of non-employee options (in years) 0.81 - 8.19 0.25 - 8.94 The weighted average fair value of outstanding options that had been granted to nonemployee consultants, as re-measured during the vesting period of each tranche during the year ended December 31, 2018, was $8.74. During the years ended December 31, 2020, 2019 and 2018, the Company recognized compensation expense relating to stock options as follows: Year Ended December 31, 2020 2019 2018 Research and development $ 6,765 $ 5,206 $ 3,919 General and administrative 4,943 5,094 4,482 Total stock option expense $ 11,708 $ 10,300 $ 8,401 The following were excluded from the table above as they are not related to stock options: compensation expense for i) the vesting of executives’ restricted stock units for $1,432, $604 and $476 in R&D expense for the years ended December 31, 2020, 2019 and 2018, respectively, and $1,167, $1,180 and $1,217 in G&A expense for the years ended December 31, 2020, 2019 and 2018, respectively; ii) compensation expense relating to the Board of Directors’ restricted stock units for $528 and $287 in G&A expense for the years ended December 31, 2020 and 2019, respectively; and iii) the issuance of common stock relating to the consulting agreement for $197 in G&A expense for the year ended December 31, 2019. During the year ended December 31, 2018, the Company recognized additional compensation expense of $616 relating to modifications of outstanding Stock Awards for the former Chief Medical Officer and former Chief Financial Officer. This included expense based on marking to market the fair value of the modified Stock Awards in accordance with ASC 505-50, which is included within R&D expense in the total compensation table above for the year ended December 31, 2018. The Company determined that the acceleration of vesting for Stock Awards that would have vested based on their original vesting terms through the term of the consulting services were Type 1 modifications pursuant to ASC 718, Compensation – Stock Compensation As of December 31, 2020, the total compensation expense relating to unvested options granted to employees and non-employee members of the Board of Directors that had not yet been recognized was $23,110, which is expected to be realized over a weighted average period of 2.54 years. The Company will issue shares upon exercise of options from common stock reserved. The Company does not expect to realize any tax benefits from its stock option activity or the recognition of stock-based compensation expense because the Company currently has net operating losses and has a full valuation allowance against its deferred tax assets. Accordingly, no amounts related to excess tax benefits have been reported in cash flows from operations or cash flows from financing activities for the years ended December 31, 2020, 2019 and 2018. |