Stock-Based Awards | 7. Stock-Based Awards 2017 Stock Incentive Plan The Company’s 2017 Stock Incentive Plan (the “2017 Plan”) was approved by the Company’s stockholders on June 16, 2017 and became effective on June 28, 2017. Under the 2017 Plan, the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, awards of restricted stock units and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2017 Plan; however, incentive stock options may only be granted to employees. The 2017 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock covered by options and the date those options become exercisable, type of options to be granted, exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2017 Plan with service-based vesting conditions generally vest over four years and may not have a duration in excess of ten years, although options have been granted with vesting terms of less than four years. The total number of shares of common stock that may be issued under the 2017 Plan was 2,442,249 as of September 30, 2018, of which 1,357,008 shares remained available for grant. The Company initially reserved During the nine months ended September 30, 2018, pursuant to the terms of the 2017 Plan, the Company granted options to employees and directors to purchase 555,414 shares of common stock at a weighted average exercise price of $5.34 per share. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards. The exercise price for stock options granted may not be less than the fair market value of the common stock as of the date of grant. 2017 Employee Stock Purchase Plan On June 16, 2017, the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective on June 28, 2017. A total of 150,000 shares of common stock were initially reserved for issuance under this plan. The number of shares of common stock that may be issued under the 2017 ESPP will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2018 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 622,408 shares, (ii) 1% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors. On January 1, 2018, the Company’s board of directors determined not to increase the number of shares of common stock that may be issued under the 2017 ESPP. 2016 Stock Incentive Plan The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2016 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2016 Plan with service-based vesting conditions vest over four years and expire after ten years. In connection with the IPO, the board of directors determined to grant no further awards under the 2016 Plan. No stock options or other awards have been made under the 2016 Plan since the adoption of the 2017 Plan. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2017 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards under the 2017 Plan. 2006 Stock Incentive Plan The Company’s 2006 Stock Incentive Plan, as amended, (the “2006 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2006 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2006 Plan with service-based vesting conditions generally vest over four years and expire after ten years, although options have been granted with vesting terms of less than four years. The 2006 Plan expired in 2016. Since its expiration no further awards have been granted under the 2006 Plan. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2017 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards under the 2017 Plan. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of the stock options granted to employees and directors during the nine months ended September 30, 2018 and 2017 were as follows, presented on a weighted average basis: Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Risk-free interest rate 2.77 % 2.15 % Expected term (in years) 6.2 6.1 Expected volatility 76.0 % 80.6 % Expected dividend yield 0 % 0 % Stock Options The following table summarizes the Company’s stock option activity since January 1, 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding at December 31, 2017 2,096,233 $ 8.02 8.0 $ 7,332 Granted 555,414 5.34 Exercised (13,584 ) 2.03 Forfeited (455,423 ) 9.53 Outstanding at September 30, 2018 2,182,640 $ 7.06 6.4 $ 241 Options exercisable at September 30, 2018 1,187,074 $ 6.23 4.0 $ 241 Options vested and expected to vest at September 30, 2018 2,146,086 $ 7.05 6.4 $ 241 Options exercisable at December 31, 2017 784,190 $ 4.71 6.0 $ 4,667 Options vested and expected to vest at December 31, 2017 2,030,629 $ 7.96 7.9 $ 7,198 The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2018 and 2017 was $3.65 and $7.51, respectively. The aggregate fair value of stock options that vested during the nine months ended September 30, 2018 and 2017 was $2,633 and $810, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2018 and 2017 was $93 and $256, respectively. Stock-Based Compensation The Company recorded stock-based compensation expense related to stock options in the following expense categories of its statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development expenses $ 226 $ 191 $ 736 $ 396 General and administrative expenses 362 425 1,953 688 $ 588 $ 616 $ 2,689 $ 1,084 As of September 30, 2018, the Company had an aggregate of $5,281 of unrecognized stock-based compensation expense, which it expects to recognize over a weighted average period of 2.8 years. In May 2018, the Company modified certain equity awards in connection with a separation agreement with its former Chief Executive Officer. The modification included acceleration of vesting of stock options to purchase 80,822 shares of common stock and an extension of the post-termination exercise period for vested options from 90 days to up to two years. In connection with this modification, the Company recorded an incremental compensation charge of $612 during the nine months ended September 30, 2018. |