Stockholders' Equity (Deficit) | 6. Stockholders’ Equity (Deficit) Redeemable Convertible Preferred Stock In connection with the completion of the Company’s initial public offering on February 4, 2015, all of the outstanding shares of redeemable convertible preferred stock were converted into 6,369,567 shares of the Company’s common stock; outstanding warrants to purchase 150,000 shares of Series A redeemable convertible preferred stock were converted into warrants to purchase 38,758 shares of the Company’s common stock, and the Company’s certificate of incorporation was amended and restated to authorize 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. No preferred stock dividends were paid or declared by the Company. Sales of Common Stock In March 2017, the Company entered into a Common Stock Purchase Agreement (the Purchase Agreement) with Aspire Capital Fund, LLC (Aspire Capital) which provides that, upon the terms and subject to the conditions and limitations, Aspire Capital is committed to purchase up to an aggregate of $21.0 million of shares of the Company’s common stock. Under the terms of the Purchase Agreement, the Company sold 222,222 shares of the Company’s common stock to Aspire Capital at $4.50 per share for net proceeds of approximately $0.9 million upon execution of the Purchase Agreement and Aspire Capital is committed to purchase up to $20.0 million of additional shares of its common stock solely at TRACON’s request from time to time during a 30 month period that began on May 1, 2017 and at prices based on the market price at the time of each sale, subject to certain conditions. In February 2016, the Company entered into an At-the-Market Equity Offering Sales Agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel), pursuant to which it may sell from time to time, at its option, up to an aggregate of $25.0 million of the Company’s shares of its common stock through Stifel, as sales agent. The Company is required to pay Stifel 2.5% of gross proceeds for the common stock sold through the Sales Agreement. During the year ended December 31, 2017, the Company sold approximately 1,037,000 shares of common stock through the Sales Agreement with Stifel for gross proceeds of approximately $3.5 million, and approximately $21.5 million of common stock remains available for sale under the Sales Agreement, subject to limitations on the amount of securities the Company may sell under its effective registration statement on Form S-3 within any 12 month period. During November 2016, the Company completed an underwritten public offering of 3,018,750 shares of its common stock at an offering price of $5.75 per share. The Company received net proceeds from this offering of approximately $16.1 million, after deducting underwriting discounts, commissions and offering-related expenses of $1.3 million. In September 2016, concurrent with its License and Option Agreement with Janssen Pharmaceutica N.V. (Janssen) and its affiliate, Johnson & Johnson Innovation-JJDC, Inc. (JJDC) at a purchase price of $5.95 per share (determined by the average of the daily volume weighted average closing prices of the common stock as reported on NASDAQ for the five days prior to the date of the purchase) The Company also entered into an Investor Rights Agreement, pursuant to which the Company granted JJDC certain rights to require the Company to register the shares for resale under the Securities Act. Stock Compensation Plans 2011 Equity Incentive Plan The Company granted awards under the TRACON Pharmaceuticals, Inc. 2011 Equity Incentive Plan until January 2015. The 2011 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights (SARs), restricted stock grants and restricted stock units to eligible recipients. Recipients of incentive stock options are 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 2011 Plan is no more than ten years. Grants made under the 2011 Plan generally vest on the last day of each month over 48 months from the vesting commencement date subject to continuous service. In connection with the adoption of the 2015 Equity Incentive Plan (the 2015 Plan), the Company terminated the 2011 Plan and no additional awards will be granted under the 2011 Plan. 2015 Equity Incentive Plan Effective January 1, 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (the 2015 Plan). Under the 2015 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. Initially, a total of 801,033 shares of common stock were reserved for issuance under the 2015 Plan. In addition, the number of shares of common stock available for issuance under the 2015 Plan will be annually increased on the first day of each fiscal year during the term of the 2015 Plan, beginning with the 2016 fiscal year, by an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year or such other amount as the Company’s board of directors may determine. The maximum term of the options granted under the 2015 Plan is no more than ten years. Grants generally vest at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service. In December 2015, the 2015 Plan was amended to allow an additional 500,000 shares of common stock to be used exclusively for the grant of equity awards as a material inducement for individuals to commence employment at the Company in compliance with NASDAQ Listing Rule 5635(c)(4). Restricted Stock Units In 2016, the Company issued RSUs to employees and members of the Board of Directors under the 2015 Equity Incentive Plan. The total grant-date fair value of RSUs that vested during the years ended December 31, 2017, and 2016 was $0.8 million and $0, respectively. The aggregate intrinsic value of outstanding RSUs at December 31, 2017 was $0.6 million and is based on the Company’s closing market price per share on December 31, 2017 of $3.35. As of December 31, 2017, there was approximately $1.0 million of unrecognized compensation costs related to outstanding RSUs, which is expected to be recognized over a weighted average remaining period of 2.1 years. Restricted stock unit activity under the 2015 Plan is summarized as follows: Weighted Average Number of Grant Date Shares Fair Value Outstanding at December 31, 2016 306,780 $ 7.70 Granted - - Vested (102,378 ) 7.47 Forfeited (11,438 ) 6.11 Outstanding at December 31, 2017 192,964 $ 7.92 Stock Options Stock option activity under all Plans is summarized as follows: Weighted- Number of Average Options Exercise Price Balance at December 31, 2016 1,716,698 $ 7.54 Granted 689,527 4.76 Exercised (53,756 ) 0.83 Forfeited (29,187 ) 6.39 Balance at December 31, 2017 2,323,282 $ 6.88 Information about the Company’s outstanding stock options is as follows (in thousands, except share and per share data and contractual term): Weighted- Average Weighted- Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value December 31, 2017: Options outstanding 2,323,282 $ 6.88 7.19 $ 1,293 Options vested and expected to vest 2,323,282 $ 6.88 7.19 $ 1,293 Options exercisable 1,359,286 $ 7.07 6.20 $ 1,198 The weighted-average grant date fair value per share of employee option grants during the years ended December 31, 2017, 2016 and 2015 was $3.45, $6.68 and $12.97, respectively. The aggregate intrinsic value used in the above table of options at December 31, 2017 is based on the Company’s closing market price per common share on December 31, 2017 of $3.35. The Company received approximately $44,900, $6,500 and $54,200 in proceeds from the exercise of stock options during the years ended December 31, 2017, 2016 and 2015, respectively. The total intrinsic value of options exercised was approximately $0.2 million, $78,000 and $0.8 million during the years ended December 31, 2017, 2016 and 2015, respectively. The total grant-date fair value of options that vested during the years ended December 31, 2017, 2016 and 2015 was $1.9 million, $3.4 million and $0.8 million, respectively. Employee Stock Purchase Plan On January 1, 2015, the Company’s board of directors adopted the ESPP, which became effective upon the pricing of the Company’s initial public offering on January 29, 2015. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. Initially, a total of 183,462 shares of common stock was reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each fiscal year during the term of the ESPP, beginning with the 2016 fiscal year, by an amount equal to the lessor of: (i) 366,925 shares; (ii) 1% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; or (iii) such other amount as the Company’s board of directors may determine. Stock compensation expense for the years ended December 31, 2017 and 2016 related to the ESPP was immaterial. Stock-Based Compensation Expense The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Years Ended December 31, 2017 2016 2015 Risk-free interest rate 2.1 % 1.6 % 1.7 % Expected volatility 83.0 % 80.0 % 74.0 % Expected term (in years) 6.2 6.3 6.3 Expected dividend yield — % — % — % Risk-free interest rate. The Company bases the risk‑free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected volatility. The expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. The allocation of stock-based compensation was as follows (in thousands): Years Ended December 31, 2017 2016 2015 Research and development $ 1,482 $ 1,090 $ 1,038 General and administrative 1,712 1,993 1,050 $ 3,194 $ 3,083 $ 2,088 As of December 31, 2017 and 2016, the unrecognized compensation cost related to outstanding time-based options was $3.7 million and $4.0 million, respectively, and is expected to be recognized as expense over approximately 2.1 years and 2.1 years, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance was as follows: December 31, 2017 2016 Common stock warrants 103,865 57,173 Common stock options and restricted stock units granted and outstanding 2,516,246 2,023,478 Awards available under the 2015 Plan 772,573 749,753 Shares available under the Employee Stock Purchase Plan 378,367 261,840 3,771,051 3,092,244 |