Stockholders' Equity | Note 6—Stockholders’ Equity: Common Stock: January 2015 Common Stock Offering. On January 21, 2015, the Company entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of several underwriters, providing for the offer and sale in a firm-commitment underwritten public offering of 1,000,000 shares of the Company’s common stock, par value $0.0001 per share, at a price of $190.00 per share, less the underwriting discount. The underwriters exercised the option granted to the underwriters to purchase an additional 150,000 shares of Company common stock from the Company at $190.00 per share, less the underwriting discount. The transaction was completed on January 27, 2015; the Company received net proceeds of approximately $205.1 million, which is comprised of gross proceeds of approximately $218.5 million, offset by the underwriting discount and offering expenses of $13.4 million payable by the Company. Stock-Based Compensation: The Company’s 2011 Incentive Award Plan, or the 2011 Plan, was adopted by the Board of Directors and stockholders of the Company on September 15, 2011. An amendment to the 2011 Plan was adopted by the Board of Directors on June 4, 2014 and the stockholders of the Company on June 10, 2014 which increased the number of shares reserved from 3,529,412 to 6,529,412. A second amendment to the 2011 Plan was adopted by the Board of Directors on April 20, 2015 and the stockholders of the Company on June 9, 2015, which increased the shares reserved from 6,529,412 to 10,529,412. Pursuant to the amended 2011 Plan (referred to hereafter as the 2011 Plan), the Company may grant incentive stock options and nonqualified stock options, as well as other forms of equity-based compensation such as performance shares. Incentive stock options may be granted only to employees, while consultants, employees, officers and directors are eligible for the grant of nonqualified options under the 2011 Plan. The maximum term of stock options granted under the 2011 Plan is 10 years. The exercise price of incentive stock options granted under the 2011 Plan must be at least equal to the fair value of such shares on the date of grant. The performance shares are valued at market value less par value and vest over three years, with the number of shares to be issued determined by the market price on the vesting date. The maximum number of shares issuable pursuant to a performance share award is established on the grant date. Employee stock-based compensation for the three and nine months ended September 30, 2015 and 2014, were as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation: Options - Research and development, or R&D $ 19,867 $ 8,726 $ 60,594 $ 17,690 General and administrative, or G&A 4,747 1,377 12,173 4,081 Performance shares - R&D 342 346 487 1,008 Total stock-based compensation expense $ 24,956 $ 10,449 $ 73,254 $ 22,779 Impact on basic and diluted net loss per share $ 0.77 $ 0.35 $ 2.29 $ 0.76 Weighted average shares (basic and diluted) 32,303,203 30,117,819 32,018,869 29,936,254 Performance Shares: During January 2014, performance share awards were granted to certain employees that provide for a maximum of 28,411 common stock shares to be issued. These shares vest over three years on the first, second and third anniversary of December 15, 2013. On each vesting date, if the Company’s closing common stock price is equal to $102.46 per share, one-third of the 28,411 shares will be awarded. If the Company’s closing common stock price is either lesser or greater than $102.46 per share, the number of common stock shares to be issued will be adjusted to be less than one-third of the 28,411 shares. No shares will be awarded if the Company’s closing common stock price is less than $47.53 per share at the vesting dates. The performance shares are valued on the grant date and the fair value of the performance award is equal to the market price of the Company’s common stock on the grant date. The performance share expense is recognized based on the Company’s estimate of a range of probabilities that the Company’s closing common stock price will be lower or higher than $102.46 on the vesting dates. Based on the range of probabilities, the expense is calculated and recognized over the three-year vesting period. On December 15, 2014, the first vesting occurred and the calculations were performed. As a result, 4,965 shares of common stock were issued to the employees and 4,504 performance shares were cancelled. Weighted Average Grant-Date Performance shares Shares Fair Value Nonvested shares at December 31, 2014 18,942 $ 102.46 Granted — — Vested/Issued — — Cancelled — — Nonvested shares at September 30, 2015 18,942 $ 102.46 Stock Options: The fair value of options granted to employees was estimated using the Black-Scholes Option Pricing Method (see Note 2—Significant Accounting Policies) with the following weighted-average assumptions used during the nine months ended September 30, 2015 and 2014: 2015 2014 Dividend yield 0.0 % 0.0 % Expected volatility 63.4 % 81.8 % Risk-free interest rate 1.6 % 1.8 % Expected life in years 5.85 5.85 Activity with respect to options granted under the 2011 Plan is summarized as follows: Shares Weighted Average Exercise Price Weighted Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2014 3,978,126 $ 89.55 8.7 $ 431,635 Granted 1,402,786 $ 153.65 9.5 — Forfeited (214,110 ) $ 188.10 — — Exercised (720,253 ) $ 36.20 — $ 93,368 Expired (2,291 ) $ 117.84 Outstanding at September 30, 2015 4,444,258 $ 70.12 8.5 $ 80,264 Nonvested at September 30, 2015 2,802,984 $ 150.43 9.2 $ 10,135 Exercisable at September 30, 2015 1,641,274 $ 50.87 7.3 $ 70,129 At September 30, 2015, total estimated unrecognized employee compensation cost related to nonvested stock options and performance shares granted prior to that date were approximately $208.2 million and $0.7 million, respectively. These unrecognized expenses are expected to be recognized over a weighted-average period of 2.2 years for stock options and 0.9 years for performance shares. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2015 and 2014, were $89.17 per share and $86.83 per share, respectively. Weighted Average Grant-Date Stock options Shares Fair Value Nonvested shares at December 31, 2014 2,591,565 $ 81.33 Granted 1,402,786 89.17 Vested/Issued (977,257 ) 61.22 Forfeited (214,110 ) 110.20 Nonvested shares at September 30, 2015 2,802,984 90.95 |