Stock-Based Compensation | 13. Stock-Based Compensation In September 2015, the Company’s board of directors adopted its 2015 Omnibus Incentive Plan (“2015 Plan”), which was subsequently approved by its stockholders and became effective upon the closing of the IPO on March 8, 2016. The 2015 Plan replaced the 2007 Stock Plan (“2007 Plan”) and allows for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, dividend equivalent rights, performance awards, annual incentive awards, and other equity-based awards to the Company’s executives and other employees, non-employee members of the board of directors, and consultants of the Company. Any options or awards outstanding under the Company’s 2007 Plan remain outstanding and effective. Any shares of common stock related to awards outstanding under the 2007 Plan that thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares will be added to, and included in, the 2015 Plan reserve amount. The Company initially reserved 1,750,000 shares of its common stock for the issuance of awards under the 2015 Plan. As of December 31, 2019, there were 586,554 shares available for issuance under the 2015 Plan. The 2015 Plan provides that the number of shares reserved and available for issuance under the 2015 Plan will automatically increase each January 1, beginning on January 1, 2017, by 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. On January 1, 2020, the shares available for issuance under the 2015 Plan were increased to 1,672,173. The Company recognized stock-based compensation expense related to the issuance of stock option awards to employees and non-employees and related to the Employee Stock Purchase Plan in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2019 2018 2017 Research and development $ 2,061 $ 1,910 $ 1,363 General and administrative 3,944 4,291 4,087 Total $ 6,005 $ 6,201 $ 5,450 Stock Options As of December 31, 2019, there was $10.1 million of unrecognized compensation cost related to employee and non-employee unvested stock options granted under the 2007 and 2015 Plans, which is expected to be recognized over a weighted-average remaining service period of 2.3 years. Stock compensation costs have not been capitalized by the Company. As of December 31, 2019, there was $0.7 million of unrecognized compensation cost related to performance-based options, and $9.4 million of unrecognized compensation expense related to service based options. Our stock-based awards are subject to either service or performance-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the straight-line method to the extent achievement of the performance condition is probable. In 2017, the Company granted 60,000 options with performance conditions, 13,333 of which have vested in 2019, and 6,667 of which have been cancelled as of December 31, 2019. In the years ended December 31, 2019, 2018 and 2017, the Company recorded approximately $88,000, $142,000 and $29,000, respectively, of stock compensation expense associated with these awards. In 2019, the Company granted to certain employees 583,000 stock options that contain performance-based vesting criteria, primarily related to the achievement of certain clinical and regulatory development milestones related to product candidates. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. The achievement of one of the performance milestones was considered to be probable and the Company recorded approximately $181,000 of stock compensation expense associated with these awards for the year ended December 31, 2019. For the remaining milestones, achievement of the performance conditions was considered not probably, nor met, and therefore no expense has been recognized related to these awards for the year ended December 31, 2019. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model with the weighted-average assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of similar public companies. The Company estimated Years Ended December 31, 2019 2018 2017 Expected term (in years) 5.97 5.90 6.02 Volatility rate 76.95 % 76.28 % 73.86 % Risk-free interest rate 2.29 % 2.69 % 2.02 % Expected dividend yield 0.00 % 0.00 % 0.00 % A summary of employee and non-employee option activity under the Company’s equity award plans is presented below (in thousands, except share data): Number Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding — 4,252,983 $ 9.23 7.3 $ 66 Granted 1,964,025 $ 6.99 Exercised (25,857 ) $ 6.86 Canceled or forfeited (134,140 ) $ 9.85 Outstanding — 6,057,011 $ 8.50 7.2 $ 6,306 Exercisable — 3,620,626 $ 8.93 6.1 $ 3,114 Options vested, exercisable or expected to vest — 5,655,008 $ 8.64 7.1 $ 5,373 The weighted-average grant date fair value of options granted during the years ended December 31, 2019, 2018 and 2017, was $4.81, $6.17, and $6.68 per share, respectively. The fair value is being expensed over the vesting period of the options (usually three to four years) on a straight-line basis as the services are being provided. There were 25,857 options exercised for the year ended December 31, 2019, resulting in total proceeds of $178,000; 7,850 options exercised for the year ended December 31, 2018, resulting in total proceeds of $26,000; and 46,680 options exercised for the year ended December 31, 2017, resulting in total proceeds of $0.3 million. The intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was $9,000, $0.1 million, and $0.2 million, respectively. In accordance with the Company’s policy, the shares were issued from a pool of shares reserved for issuance under the 2007 and 2015 Plans. Employee Stock Purchase Plan In September 2015, the Company’s Board adopted the Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders in February 2016 and became effective upon the closing of the IPO on March 8, 2016. The ESPP authorizes the initial issuance of up to a total of 250,000 shares of common stock to the Company’s employees. The Company issued 42,818 shares during 2019. On January 1, 2020, the shares of common stock reserved for issuance under the ESPP was increased to 1,128,398. Under the terms of the ESPP, eligible employees can elect to acquire shares of the Company’s common stock through periodic payroll deductions during a series of six month offering periods. Purchases under the ESPP are effected on the last business day of each offering period at a 15% discount to the lower of closing price on that day or the closing price on the first day of the offering period. The ESPP is considered a compensatory plan with the related compensation cost expensed over the six-month offering period. For the years ended December 31, 2019, 2018 and 2017 the Company recorded stock-based compensation expense related to the ESPP of $113,000, $132,000 and $42,000 respectively. Employee Benefit Plan The Company has a Section 401(k) defined contribution savings plan for its employees. The plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Board. For the years ended December 31, 2019, 2018 and 2017, the Company made $119,000, $126,000 and $106,000 contributions to the plan, respectively. |