Stock-Based Awards | 8. Stock-Based Awards Stock Option Plan The Company’s 2014 Stock Option and Incentive Plan (the “2014 Plan”) provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, performance-share awards, cash-based awards and dividend equivalent rights to employees, members of the board of directors and consultants of the Company. The number of shares initially reserved for issuance under the 2014 Plan was 2,168,221 shares of common stock. The number of shares reserved for issuance may be increased by the number of shares under the previously authorized 2006 Stock Option Plan that are not needed to fulfill the Company’s obligations for awards issued under the 2006 Stock Option Plan as a result of forfeiture, expiration, cancellation, termination or net issuances of awards thereunder. The number of shares of common stock that may be issued under the 2014 Plan is also subject to increase on the first day of each fiscal year by the lesser of (i) 4% of the Company’s outstanding shares of common stock as of that date, or (ii) an amount determined by the board of directors. As of December 31, 2018, 2,499,951 shares are available for grant under the 2014 Plan, including 1,099,578 shares automatically added to the 2014 Stock Option Plan on January 1, 2018. Stock Option Grants Option Grants with time-based vesting conditions During the years ended December 31, 2018, 2017 and 2016, the Company granted 1,823,386, 1,214,874 and 1,527,559 outside of the 2014 Plan in accordance with NASDAQ Listing Rule 5635(c)(4). These stock options have a ten-year term and an exercise price equal to the closing price of the Company’s common stock on the grant date. The options vest as to 25% of the shares on the first anniversary of the grant date and the remainder in equal monthly installments thereafter over a 3-year period. The fair value of each service-based stock option grant to employees and directors is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimates its expected volatility using a weighted average of the historical volatility of publicly-traded peer companies and its own common stock since its IPO in June 2014, and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price for the duration of the expected term. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors are as follows, presented on a weighted average basis: 2018 2017 2016 Risk-free interest rate 2.77 % 2.10 % 1.40 % Expected term (in years) 6.17 6.17 6.18 Expected volatility 100 % 93 % 87 % Expected dividend yield 0 % 0 % 0 % The following table summarizes the Company’s stock option activity described above, since December 31, 2017: Shares Weighted Average Issuable Average Remaining Aggregate Under Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2017 4,494,201 $ 10.12 7.8 $ 3,251 Granted 2,048,386 $ 7.59 Exercised (532,661 ) $ 4.12 Forfeited (985,555 ) $ 14.58 Outstanding as of December 31, 2018 5,024,371 $ 8.85 7.6 $ 3,143 Options exercisable as of December 31, 2018 2,421,674 $ 11.22 6.1 $ 2,240 The aggregate intrinsic value was calculated based on the positive differences between the market value of the Company’s common stock and the exercise prices of the options. The aggregate intrinsic value of service-based stock options exercised was $1.6 million, $0.3 million and $0.1 million during the years ended December 31, 2018, 2017 and 2016, respectively. The Company received cash proceeds from the exercise of stock options of $2.2 million, $0.1 million, and less than $0.1 million during the years ended December 31, 2018, 2017 and 2016, respectively. The weighted average grant-date fair value of service-based stock options granted to employees and directors during the years ended December 31, 2018, 2017 and 2016 was $6.08, $2.91 and $4.86, per share, respectively. As of December 31, 2018 and 2017, there were outstanding unvested service-based stock options held by nonemployees for the purchase of 45,209 and 77,567 shares of common stock, respectively. Option Grants with market-based vesting conditions In October 2017, the Company granted 687,500 common stock options that vest on the third anniversary of the grant date upon achievement by the Company of minimum common stock prices for 20 consecutive days during the Earning Period, the (“Price Target Options”). The Earning Period is defined as the period between the first anniversary of the grant date and the third anniversary of the grant date. Of the 687,500 Price Target Options granted in 2017, 137,500 were granted under the 2014 Stock Plan and 550,000 were granted to the newly-hired Chief Executive Officer as an inducement grant outside of the 2014 Plan in accordance with NASDAQ Listing Rule 5635(c)(4). These stock options have a ten-year term and an exercise price equal to the closing price of the Company’s common stock on the grant date. In August 2018, the 137,500 shares granted under the 2014 Stock Plan were forfeited. The number of Price Target Options that will vest upon achievement of the target will vary based on the level of achievement from a maximum of 200% of the target shares to a threshold of 50% of the target shares, with no vesting, absent certain circumstances, if the threshold requirement is not achieved or the employee is no longer with the Company at the end of the three-year period. The Price Target Options are valued using Monte Carlo simulation models. The number of options expected to vest, based on achievement of the specified market condition, is factored into the grant date Monte Carlo valuations for the Price Target Options. Compensation expense is recognized ratably over the attribution period The assumptions that the Company used to determine the fair value of the Price Target Options granted to employees were as follows, presented on a weighted average basis: 2017 Risk-free interest rate 2.24 % Expected term (in years) 6.30 Expected volatility 95 % Expected dividend yield 0 % The Price Target Options had a grant date total fair value of $3.1 million and a weighted average fair value of $4.56 per share. As of December 31, 2018, the 550,000 Price Target Options had an aggregate intrinsic value of $0.9 million and a remaining contractual term of 8.77 years. Restricted Stock Units The Company has granted restricted stock units with time-based vesting conditions. The Company values restricted stock units on the grant-date using the market price of the Company’s common stock. The aggregate intrinsic value of restricted stock units that vested during the years ended December 31, 2018, 2017 and 2016 was $0.2 million, $0.1 million and $0.1 million respectively, calculated as the fair value of the Company’s common stock on the date it vests. During the years ended December 31, 2018, 2017 and 2016, the Company granted 17,856, 22,128 and 13,273 restricted stock units, respectively, all of which vested during 2018, 2017 and 2016, respectively, at a weighted average grant-date fair value of $5.18, $4.18 and $7.91, respectively. As of December 31, 2018 and 2017, there were no unvested restricted stock units outstanding. 2014 Employee Stock Purchase Plan The Company has a 2014 Employee Stock Purchase Plan (the “ESPP”) under which a total of 265,000 shares of common stock were reserved for issuance. During both 2018 and 2017 there were two offering periods, January 1 through June 30 and July 1 through December 31. The per share purchase price for offerings is equal to the lesser of 85% of the closing market price of the Company’s common stock on the first day or last day of the offering period. The Company issued 46,181 and 43,781 shares during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, there are 129,835 and 176,016 shares, respectively, of common stock available for issuance to participating employees under the ESPP. Stock-based Compensation The Company recorded stock-based compensation expense related to stock options and restricted common stock in the following expense categories within its consolidated statements of operations: Year Ended December 31, 2018 2017 2016 (in thousands) Research and development $ 5,476 $ 4,138 $ 3,543 General and administrative 4,151 4,163 6,390 $ 9,627 $ 8,301 $ 9,933 In addition, during the year ended December 31, 2016, in connection with its strategic restructuring further discussed in Note 14, the Company recorded a one-time, non-cash stock option modification expense of $0.2 million, which is included in the stock-based compensation expense line items of both the consolidated statements of cash flows and the consolidated statements of changes in stockholders’ equity. As of December 31, 2018, the Company had unrecognized stock-based compensation expense related to its unvested service-based stock option awards of $10.8 million, which is expected to be recognized over the remaining weighted average vesting period of 2.2 years. As of December 31, 2018, the Company had unrecognized stock-based compensation expense related to its unvested market-based stock option awards of $1.7 million, which is expected to be recognized over the remaining weighted average vesting period of 1.8 years. |