Stockholders' Equity | Stockholders’ Equity Equity Offerings On December 14, 2015, the Company entered into an at the market, or ATM, sales agreement with Cowen and Company, LLC, or Cowen, to offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million through Cowen as its sales agent. Sales of the shares are deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act of 1933, as amended. The Company is required to pay Cowen a commission of up to three percent of the gross sales proceeds and has provided Cowen with customary indemnification rights. In 2016 , the Company issued and sold 4,815,491 shares of common stock under this ATM facility at a weighted average price per share of $6.865 . The net offering proceeds to the Company were approximately $32.1 million after deducting related expenses, including commissions. In the nine months ended September 30, 2017 , the Company issued and sold an additional 5,635,913 shares of common stock under the ATM facility at a weighted average price per share of $3.50 . The net offering proceeds to the Company were approximately $19.2 million after deducting related expenses, including commissions. As of September 30, 2017 , approximately $22.2 million of the $75.0 million remained available under the ATM facility. Equity Incentive Plans As further described below, we have three share-based compensation plans that authorize the Company to grant various forms of stock options and restricted stock to eligible employees, directors and consultants to the Company. Under all of such plans, the amount, terms of grants and exercisability provisions are determined by the board of directors or its designee. The term of the options may be up to 10 years, and options are exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of not greater than 4 years. On December 15, 2016, the Company adopted the Trevena, Inc. Inducement Plan, or the Inducement Plan, which became effective on January 1, 2017. Under the Inducement Plan, the Company reserved 500,000 shares of the Company’s common stock for issuance as nonstatutory stock options and restricted stock unit awards, of which 279,500 shares remain available for issuance as of September 30, 2017 . The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants under NASDAQ Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company. In addition, the Company may grant stock awards under the 2013 Equity Incentive Plan to employees, including officers, non-employee directors and consultants of the Company. The estimated grant-date fair value of the Company’s stock-based awards is amortized ratably over the awards’ service periods. Stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 533 $ 635 $ 1,974 $ 1,763 General and administrative 1,124 910 3,370 2,495 Total stock-based compensation $ 1,657 $ 1,545 $ 5,344 $ 4,258 Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Balance, December 31, 2016 6,370,578 $ 6.10 7.6 Granted 4,187,344 3.96 Exercised (283,995 ) 1.25 Forfeited/Cancelled (839,250 ) 6.75 Balance, September 30, 2017 9,434,677 $ 5.24 7.94 Vested or expected to vest at September 30, 2017 9,434,677 $ 5.24 7.94 Exercisable at September 30, 2017 3,535,664 $ 5.18 6.03 The intrinsic value of the options exercisable as of September 30, 2017 was $1.1 million , based on the Company’s closing stock price of $2.55 per share and a weighted average exercise price of $5.18 per share. At September 30, 2017 , there was $16.8 million of total unrecognized compensation expense related to unvested options that will be recognized over the weighted average remaining period of 2.84 years. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company’s common stock, assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s common stock. The per-share weighted-average grant date fair value of the options granted to employees and directors during the nine months ended September 30, 2017 and 2016 was estimated at $2.68 and $5.29 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Nine Months Ended 2017 2016 Expected term of options (in years) 6.2 6.2 Risk-free interest rate 2.0 % 1.5 % Expected volatility 75.6 % 67.9 % Dividend yield 0 % 0 % Shares Available for Future Grant At September 30, 2017 , the Company has the following shares available to be granted under the 2013 Plan and the Inducement Plan: 2013 Plan Inducement Plan Available at December 31, 2016 1,101,331 — Authorized 2,230,736 500,000 Granted (3,966,844 ) (220,500 ) Forfeited/Cancelled 839,250 — Available at September 30, 2017 204,473 279,500 Shares Reserved for Future Issuance At September 30, 2017 , the Company has reserved the following shares of common stock for issuance: Stock options outstanding 9,434,677 Shares available for future grant under 2013 Plan 204,473 Shares available for future grant under Inducement Plan 279,500 Employee stock purchase plan 225,806 Warrants outstanding 123,091 Total shares of common stock reserved for future issuance 10,267,547 |