Stockholders' Equity | 7. Stockholders’ Equity Common Stock In August 2014, the Company entered into an At Market Issuance Sales Agreement (the Sales Agreement) with MLV & Co. LLC (MLV), pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $50.0 million of shares of its common stock through MLV, as sales agent. Sales of the Company’s common stock made pursuant to the Sales Agreement are made on The NASDAQ Global Market (Nasdaq) under the Company’s Registration Statement on Form S-3, filed with the SEC on August 14, 2014 and declared effective by the SEC on August 25, 2014, by means of ordinary brokers’ transactions at market prices. The Company agreed to pay a commission rate equal to up to 3% of the gross sales price per share sold. The Company also agreed to provide MLV with customary indemnification and contribution rights. During the year ended December 31, 2016, the Company sold 6,155,721 shares of its common stock pursuant to the Sales Agreement at a weighted average price per share of $2.26 and received net proceeds of $13.5 million, after deducting offering-related transaction costs and commissions. During the year ended December 31, 2015, the Company sold 149,805 shares of its common stock pursuant to the Sales Agreement at a weighted average price per share of $6.05 and received net proceeds of $0.6 million, after deducting offering-related transaction costs and commissions. The Company terminated the Sales Agreement in December 2016. In April 2015, the Company completed a public offering of 4,025,000 shares of its common stock at a public offering price of $5.75 per share. The shares were registered pursuant to the Registration Statement on Form S-3 filed on August 14, 2014. The Company received net proceeds of $21.4 million, after deducting underwriting discounts and commissions and offering-related transaction costs. Warrants In 2013, the Company issued warrants exercisable for 1,124,026 shares of Series B preferred stock, at an exercise price of $0.90 per share, to certain existing investors in conjunction with a private placement (the 2013 Warrants) and warrants exercisable for 111,112 shares of Series B preferred stock, at an exercise price of $0.90 per share, to Oxford Finance LLC and Silicon Valley Bank in conjunction with the Company’s entry into a loan and security agreement (the Lender Warrants). Upon completion of the IPO, the 2013 Warrants and the Lender Warrants became exercisable for 136,236 and 13,468 shares of common stock, respectively, at an exercise price of $7.43 per share. The 2013 Warrants and the Lender Warrants will expire on May 30, 2018 and July 3, 2023, respectively. Stock Options The Company adopted an Equity Incentive Plan in 2006 (the 2006 Plan) under which 1,030,303 shares of common stock were reserved for issuance to employees, nonemployee directors and consultants of the Company. In July 2013, the Company adopted an Incentive Award Plan (the 2013 Plan), which provides for the grant of incentive stock options, nonstatutory stock options, rights to purchase restricted stock, stock appreciation rights, dividend equivalents, stock payments and restricted stock units to eligible recipients. Recipients of incentive stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2013 Plan is ten years. Except for annual grants to non-employee directors, which vest one year from the grant date, options generally vest 25% on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years. Pursuant to the 2013 Plan, the Company’s management is authorized to grant stock options to the Company’s employees, directors and consultants. The number of shares available for future grant under the 2013 Plan will automatically increase each year by an amount equal to the least of (1) 1,000,000 shares of the Company’s common stock, (2) 5% of the outstanding shares of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year, or (3) such other amount as the Company’s board of directors may determine. Shares that remain available, that expire or otherwise terminate without having been exercised in full, and unvested shares that are forfeited to or repurchased by the Company under the 2006 Plan will roll into the 2013 Plan. As of December 31, 2016, a total of 600,191 options remain available for future grant under the 2013 Plan. The following table summarizes the Company’s stock option activity under all stock option plans for the three years ended December 31, 2016. Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Outstanding at December 31, 2013 790,590 $ 4.01 Granted 1,212,000 8.41 Exercised (81,056 ) 1.10 Cancelled (62,500 ) 9.09 Outstanding at December 31, 2014 1,859,034 6.84 Granted 822,250 6.03 Exercised (21,029 ) 1.04 Cancelled (195,406 ) 7.79 Outstanding at December 31, 2015 2,464,849 6.54 Granted 1,132,500 1.96 Exercised (60,807 ) 0.92 Cancelled (142,729 ) 6.65 Outstanding at December 31, 2016 3,393,813 $ 5.10 7.65 Vested or expected to vest at December 31, 2016 3,139,848 $ 5.36 7.58 Exercisable at December 31, 2016 1,781,525 $ 6.03 6.78 The weighted-average fair value of options granted for the years ended December 31, 2016, 2015 and 2014 were $1.38, $4.31 and $6.77, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014 were $0.1 million, $0.1 million and $0.5 million, respectively. At December 31, 2016, the intrinsic value of options outstanding, vested or expected to vest, and exercisable were $5.3 million, $4.5 million and $2.1 million, respectively. Employee Stock Purchase Plan In July 2013, the Company adopted the ESPP, which permits participants to contribute up to 20% of their eligible compensation during defined rolling six-month periods to purchase the Company’s common stock. The purchase price of the shares will be 85% of the lower of the fair market value of the Company’s common stock on the first day of trading of the offering period or on the applicable purchase date. The ESPP was activated in November 2014. The Company issued 26,876, 17,914 and 0 shares of common stock under the ESPP for the years ended December 31, 2016, 2015 and 2014, respectively. The Company had an outstanding liability of $4,521, $15,789 and $13,167 at December 31, 2016, 2015 and 2014, respectively, which is included in accounts payable and accrued expenses on the balance sheets, for employee contributions to the ESPP for shares pending issuance at the end of the offering period. Stock-Based Compensation The Company recorded stock-based compensation of $3.4 million, $3.3 million and $2.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Unrecognized compensation expense at December 31, 2016 was $4.4 million, which is expected to be recognized over a weighted-average vesting term of 1.8 years. Common Stock Reserved for Future Issuance The following shares of common stock were reserved for future issuance at December 31, 2016 and 2015: December 31, 2016 2015 Warrants to purchase common stock 149,704 149,704 Common stock options issued and outstanding 3,393,813 2,464,849 Common stock authorized for future option grants 600,191 593,531 Common stock authorized for the ESPP 555,210 432,086 Total 4,698,918 3,640,170 |