Common Stock and Stock Option Plan | 8. Common Stock and Stock Option Plan Common stock In May 2015, the Company completed the sale of 2,750,000 shares of common stock in a public offering of its common stock at a price to the public of $17.75 per share, resulting in proceeds to the Company of $45.4 million, after deducting underwriting discounts and commissions of approximately $2.9 million and other offering costs of approximately $0.4 million. In February 2014, the Company completed the sale of 6,900,000 shares of common stock in an initial public offering of its common stock at a price to the public of $15.00 per share, resulting in net proceeds to the Company of $92.7 million after deducting underwriting discounts and commissions of approximately $7.2 million and other offering expenses paid by the Company of approximately $3.5 million. Stock option plan On January 14, 2014, the Board of Directors adopted the 2014 Performance Incentive Plan (2014 Plan). The 2014 Plan authorizes the issuances of up to 1,900,000 shares of the Company’s common stock, with an additional 4% of the total outstanding common shares becoming available at each year ending December 31. In June 2015, the 2014 plan was amended to increase the replenishment percentage from 4% to 5% of outstanding common shares annually and to allow the reissuance thereunder of awards and grants that expire or are canceled, terminated, forfeited or fail to vest under previous Board-approved stock plans, as amended. The stock options for new hires generally vest 25% after 12 months, followed by ratable vesting over 36 months and expire 10 years from the grant date. During 2014 and 2015, the Company awarded 470,272 and 450,700 stock options, respectively, as grants as an inducement material to individuals entering into employment with the Company (Inducement Grants). The Inducement Grants were approved by the Compensation Committee of the Company’s Board of Directors and were awarded in accordance with NASDAQ Listing Rule 5635(c)(4) and outside of the 2014 Plan. As such, any shares underlying the Inducement Grants are not, upon forfeiture, cancellation or expiration, included in the pool of shares reserved for future issuance. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the 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 companies due to limited historical volatility of the Company’s own common stock. The Company also has limited stock option exercise information, and as such, the expected term of stock options granted was calculated using the simplified method, which represents the average of the contractual term of the stock option and the weighted-average vesting period of the stock option. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the expected life of the stock option is based upon the U.S. Treasury yield curve in effect at the time of grant. The assumptions used in the Black-Scholes option-pricing model for stock options granted, including Inducement Grants (where applicable), during the years ended December 31, 2016, 2015 and 2014 are as follows: YEARS ENDED DECEMBER 31, 2016 2015 2014 Expected option term (in years) 5.5 – 6.3 5.5 – 6.3 5.5 – 6.3 Expected volatility 71% – 79 % 67% – 71 % 64% – 65 % Risk-free interest rate 1.2% – 2.0 % 1.5% – 1.9 % 1.7% – 2.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % The weighted-average grant date fair value of stock options granted during the years ended December 31, 2016, 2015 and 2014 was $4.60, $9.67, and $9.62 per share, respectively. As of December 31, 2016, there was $13.6 million of unrecognized compensation cost related to unvested employee stock options which are expected to be recognized over a weighted-average period of approximately 2 years. The intrinsic value of stock options exercised was $0.2 million, $0.4 million and $3.2 for the years ended December 31, 2016, 2015 and 2014, respectively. Cash received from stock option exercises for the year ended December 31, 2016 was $0.4 million. A summary of stock option activity for employee and non-employee NUMBER OF OPTIONS WEIGHTED- PRICE PER SHARE WEIGHTED- REMAINING CONTRACTUAL TERM (YEARS) OUTSTANDING—January 1, 2016 4,399,425 $ 12.24 8.1 Granted 1,538,775 7.08 Exercised (115,699 ) 3.42 Forfeited/Canceled (723,052 ) 12.80 OUTSTANDING—December 31, 2016 5,099,449 10.80 7.9 EXERCISABLE—December 31, 2016 2,811,975 11.57 7.4 Vested and expected to vest as of December 31, 2016 5,001,694 $ 10.85 7.9 Under the 2014 Plan, as amended, the Company has reserved 284,620 shares of common stock for future issuance as of December 31, 2016. 2016 Inducement Plan On March 4, 2016, the Board of Directors adopted a plan pursuant to which the Company may grant options to purchase common shares as an inducement to individuals to join the Company (2016 Inducement Plan). The 2016 Inducement Plan allows the Company to deliver up to 250,000 shares (Share Limit) of its common stock to eligible persons, as defined. The Share Limit is subject to adjustment as contemplated by the provisions of the 2014 Plan. No grants were awarded pursuant to the 2016 Inducement Plan during the year ended December 31, 2016. Restricted common stock During 2014, the Company issued a total of 44,000 shares of the Company’s restricted common stock, of which 4,000 shares were fully vested at the grant date and the remaining shares were scheduled to vest in equal tranches over a four-year period on the anniversary date of the related grant. The fair value of these shares were $0.7 million at the grant date. A summary of the Company’s restricted common stock is presented below: SHARES WEIGHTED- GRANT DATE FAIR VALUE PER SHARE Nonvested—December 31, 2015 30,000 $ 16.30 Vested (10,000 ) 16.30 Nonvested—December 31, 2016 20,000 $ 16.30 Restricted common stock outstanding as of December 31, 2016 is expected to vest as follows: 10,000 shares in January 2017 and 10,000 shares in January 2018. As of December 31, 2016 and 2015 the unrecognized compensation cost related to restricted common stock was $0.2 million and $0.4 million, respectively. The total fair value of restricted stock awards that vested during the years ended December 31, 2016, 2015 and 2014 (measured on the date of vesting) was $0.1 million, $0.2 million and $0.1 million, respectively. Stock-based compensation expense is classified in the Company’s consolidated statements of operations as follows: YEARS ENDED DECEMBER 31, 2016 2015 2014 Research and development expenses $ 4,467 $ 4,202 $ 4,183 General and administrative expenses 4,698 5,530 4,054 Total $ 9,165 $ 9,732 $ 8,237 The following table summarizes information about common stock warrants outstanding at December 31, 2016: EXERCISE PRICE NUMBER REMAINING $250.00 2,198 3.46 $7.00 85,703 1.48 87,901 There was no activity recorded with respect to common stock warrants during the year ended December 31, 2016. |