SHARE-BASED COMPENSATION PLANS | SHARE-BASED COMPENSATION PLANS The Company has four share-based compensation plans, which authorize the granting of shares of common stock and options to purchase common stock to employees and directors of the Company, as well as non-employee consultants, and allows the holder of the option to purchase common stock at a stated exercise price. Options vest according to the terms of the grant, which may be immediately or based on the passage of time, generally over four years, and have a term of up to 10 years. Unexercised stock options terminate on the expiration date of the grant. The Company recognizes the share-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. At September 30, 2018 , the Company had share-based awards outstanding under four share-based compensation plans, as follows: 2006 Stock Option Plan The 2006 Stock Option Plan (the “2006 Plan”) provided for the issuance of incentive and non-qualified stock options to employees, including officers, non-employee directors and consultants to the Company. As of September 30, 2018, there were 96,293 shares of common stock reserved for issuance pursuant to outstanding options granted under the 2006 Plan. The 2006 Plan was terminated by the Board in October 2014. 2011 Stock Option Plan The 2011 Stock Option Plan (the “2011 Plan”) provided for the issuance of incentive and non-qualified stock options to employees, including officers, non-employee directors and consultants to the Company. As of September 30, 2018, there were 825,828 shares of common stock reserved for issuance pursuant to outstanding options granted under the 2011 Plan. The 2011 Plan replaced the 2006 Plan. The 2011 Plan terminated upon the effectiveness of the 2014 Plan described below. 2014 Equity Incentive Plan The 2014 Equity Incentive Plan (the “2014 Plan”) became effective in December 2014 upon the closing of the IPO. The 2014 Plan provides for the issuance of equity awards, including incentive and non-qualified stock options and restricted stock awards to employees, including officers, non-employee directors and consultants to the Company or its affiliates. The 2014 Plan also provides for the grant of performance cash awards and performance-based stock awards. On June 14, 2017, the stockholders approved an amendment to the 2014 Plan to, among other things, increase the number of shares of common stock authorized for issuance under the 2014 Plan by 3,100,000 shares and eliminate the prior provision in the 2014 Plan that allowed the Company’s Board of Directors to reprice stock options without stockholder approval. The aggregate number of shares of common stock that are authorized for issuance under the 2014 Plan is 6,090,354 shares, plus any shares subject to outstanding options that were granted under the 2011 Plan or 2006 Plan that are forfeited, terminated, expired or are otherwise not issued. As of September 30, 2018, there were 5,166,174 outstanding awards, comprised of 4,021,312 options, 925,000 inducement option awards, 14,707 shares of restricted stock, 51,250 inducement restricted stock units and 153,905 restricted stock units outstanding. There were 1,900,685 shares available for issuance under the 2014 Plan at September 30, 2018. 2014 Employee Stock Purchase Plan The 2014 Employee Stock Purchase Plan (the “ESPP”) provides for eligible Company employees, as defined by the ESPP, to be given an opportunity to purchase the Company's common stock at a discount, through payroll deductions, with stock purchases being made upon defined purchase dates. The ESPP authorizes the issuance of up to 550,000 shares of the Company’s common stock to participating employees, and allows eligible employees to purchase shares of common stock at a 15% discount from the lesser of the grant date or purchase date fair market value. There were 13,779 and 19,204 shares purchased by the ESPP in the nine-month periods ended September 30, 2018 and 2017, respectively. There were no ESPP purchases in the three-month periods ended September 30, 2018 and 2017. As of September 30, 2018, there were 446,248 shares available for issuance under the ESPP. A summary of activity within the ESPP follows: Nine months ended September 30, 2018 2017 (amounts in thousands) Deductions from employees $ 168 $ 226 Share-based compensation expense recognized $ 111 $ 183 Remaining share-based compensation expense $ 285 $ 311 Share-Based Compensation Expense The valuation of the share-based compensation awards is a significant accounting estimate that requires the use of judgments and assumptions that are likely to have a material impact on the financial statements. The fair value of option grants is determined using the Black-Scholes option-pricing model. Expected volatilities utilized in the model are based on implied volatilities from traded stocks of peer companies. Similarly, the dividend yield is based on historical experience and the estimate of future dividend yields. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The expected term of the options is based on the average period the stock options are expected to remain outstanding. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the expected term is calculated as the midpoint between the weighted-average vesting term and the contractual expiration period also known as the simplified method. The fair value of the option grants has been estimated, with the following weighted-average assumptions: Nine months ended September 30, 2018 2017 Risk-free interest rate 2.63 % 2.06 % Volatility 72.1 % 71.7 % Expected life (years) 6.08 6.08 Expected dividend yield — % — % Share-based compensation expense by classification for the nine months ended September 30, 2018 and 2017 are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 (in thousands) (in thousands) Research and development $ 1,606 $ 1,802 $ 4,898 $ 4,870 General and administrative 2,070 1,861 5,956 5,347 Total $ 3,676 $ 3,663 $ 10,854 $ 10,217 At September 30, 2018 , total compensation cost not yet recognized was $17.6 million and the weighted-average period over which this amount is expected to be recognized is 2.46 years. The following table summarizes the stock option activity for all stock plans during the nine months ended September 30, 2018: Options and Inducement awards Weighted- (in years) Weighted- Aggregate Intrinsic Value (1) (in thousands) Outstanding at December 31, 2017 5,286,472 $ 12.35 7.35 $ 7,223 Granted (2) 1,965,191 $ 7.83 Exercised (837,392 ) $ 3.58 $ 4,225 Forfeited (545,838 ) $ 16.27 Outstanding at September 30, 2018 5,868,433 $ 11.72 7.80 $ 1,794 Exercisable at September 30, 2018 2,929,150 $ 13.62 6.55 $ 1,658 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2017 and September 30, 2018. (2) Includes 295,000 of inducement option awards granted in 2018. The following table summarizes the stock award activity for all stock plans during the nine months ended September 30, 2018: Restricted Stock Awards and Units Aggregate Intrinsic Value (1) (in thousands) December 31, 2017 (2) 140,663 $ 1,183 Granted (3) 161,250 Vested (38,770 ) $ 342 Forfeited (43,281 ) Outstanding at September 30, 2018 219,862 $ 1,354 (1) The aggregate intrinsic value is calculated as the fair value of restricted stock and restricted stock units at December 31, 2017 and September 30, 2018. (2) At December 31, 2017, there were 29,413 shares of restricted common stock and 111,250 restricted stock units outstanding. (3) Includes 40,000 of inducement restricted stock units granted during 2018. |