Convertible Preferred Stock and Stockholders' Equity (Deficit) | 6. Convertible Preferred Stock and Stockholders’ Equity Convertible Preferred Stock The authorized, issued and outstanding shares of convertible preferred stock by series immediately prior to October 4, 2013 (the date each outstanding share of convertible preferred stock was converted to common stock as a result of the Company’s IPO) is as follows: Shares Authorized Shares Outstanding Series A 14,609,186 14,609,186 Series B 12,080,000 12,050,000 Series B–1 1,500,000 1,500,000 Series C 29,000,000 16,808,504 Series C–1 11,171,000 — 68,360,186 44,967,690 In connection with the completion of the Company’s IPO on October 4, 2013, all of the outstanding shares of convertible preferred stock converted into 7,229,590 shares of the Company’s common stock. Each outstanding share of Series A and Series C convertible preferred stock converted into approximately 0.1538 shares of common stock, or 4,833,490 common shares, and each outstanding share of Series B and Series B‑1 convertible preferred stock converted into approximately 0.1768 shares of common stock, or 2,396,100 common shares. Description of Securities Dividends As of December 31, 2015, the Board of Directors of the Company has not declared any dividends. 2007 Equity Incentive Plan and 2013 Stock Option and Incentive Plan The Company adopted an Equity Incentive Plan in 2007 (the 2007 Plan) under which, as amended in August 2013, 2,423,072 shares of common stock were reserved for issuance to employees, nonemployee directors and consultants of the Company. The 2007 Plan provides for the grant of incentive stock options, non‑statutory stock options, rights to purchase restricted stock, stock appreciation rights, dividend equivalents, stock payments, and restricted stock units to eligible recipients. In connection with the issuance of restricted common stock, the Company maintains a repurchase right where shares of restricted common stock are released from such repurchase right over a period of time of continued service by the recipient. Effective upon the completion of the Company’s IPO, the board of directors determined not to grant any further awards under the 2007 Plan. On August 28, 2013, the Company’s board of directors and stockholders approved and adopted the 2013 Stock Option and Incentive Plan (the “2013 Plan” and collectively with the 2007 Plan “the Plans”). The 2013 Plan became effective immediately prior to the Company’s IPO. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, directors or consultants of the Company or its subsidiaries. A total of 1,020,000 shares of common stock were initially reserved for issuance under the 2013 Plan. The shares issuable pursuant to awards granted under the 2013 Plan will be authorized, but unissued shares. The shares of common stock underlying any awards from the 2013 Plan and the 2007 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common stock, expire or are otherwise terminated (other than by exercise) under the 2013 Plan and the 2007 Plan will be added back to the shares of common stock available for issuance under the 2013 Plan. In addition, the number of shares of stock available for issuance under the 2013 Plan will be automatically increased each January 1 by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number as determined by the compensation committee of the Company’s board of directors. Recipients of incentive stock options under the Plans shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair value of such stock on the date of grant. Under the Plans, stock options generally vest 25% on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years, or vest monthly over four years, unless they contain specific performance and/or market‑based vesting provisions. The maximum term of stock options granted under the Plans is ten years. Restricted stock units under the 2013 Plan generally vest 50% on the second anniversary of the grant date, and 50% on the fourth anniversary of the grant date. Employee Stock Purchase Plan On September 13, 2013, the Company’s board of directors approved and adopted the 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective immediately prior to the completion of the IPO. A total of 729,000 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2015, by the lesser of (i) 2% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31, (ii) 450,000 shares, or (iii) such lesser number as determined by the compensation committee of the Company’s board of directors. No purchases have been made to date under the ESPP. Stock Options and Restricted Stock Awards Stock Options. The following table summarizes stock option activity and related information under the Plans for the year ended December 31, 2015: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in 000s) Outstanding at December 31, 2014 2,425,969 $ 3.83 8.06 $ 4,839 Granted 1,345,744 5.23 Exercised (227,215 ) 1.85 Cancelled (957,024 ) 4.20 Outstanding at December 31, 2015 2,587,474 $ 4.59 6.92 $ 1,486 Options vested and expected to vest at December 31, 2015 2,478,573 $ 4.54 8.01 $ 1,481 Options exercisable at December 31, 2015 1,309,010 $ 3.71 4.99 $ 1,330 As of December 31, 2015 and 2014, the outstanding options included 14,769 and 138,649, respectively, of performance‑based options for which the achievement of the performance‑based vesting provisions was determined not to be probable. The aggregate grant date fair value of these options at December 31, 2015 and December 31, 2014 was $0.1 million and $0.6 million, respectively. For the years ended December 31, 2015, 2014 and 2013, the Company granted its employees 1.2 million, 0.9 million and 0.3 million stock options, respectively, at a weighted‑average grant date fair value per share equal to $3.54, $5.10 and $4.40, respectively. As of December 31, 2015 and 2014, the unrecognized compensation cost related to outstanding options (excluding those with unachieved performance‑ based conditions) was $3.8 million and $4.1 million, respectively, which is expected to be recognized as expense over approximately 2.8 years and 2.6 years, respectively. The total intrinsic value, which is the amount by which the exercise price was exceeded by the price of the Company’s common stock on the date of exercise, of stock options exercised during the year ended December 31, 2015 was $1.0 million. Total cash received upon the exercise of stock options was $0.4 million for the year ended December 31, 2015. Restricted Stock Units. For the year ended December 31, 2015, the Company granted its employees 0.5 million restricted stock units at a weighted‑average grant date price per share equal to $4.89. As of December 31, 2015, 0.5 million restricted stock units were outstanding. As of December 31, 2015 the unrecognized compensation cost related to outstanding restricted stock units was $2.4 million which is expected to be recognized as expense over approximately 3.8 years. Restricted Stock Awards. Unvested outstanding restricted stock awards, issued under the 2007 Plan, as of December 31, 2015 and 2014 were 26,270 and 62,150 shares, respectively. As of December 31, 2015, these awards consist entirely of shares that cliff vest in April 2018 or earlier upon the achievement of specified milestones. Stock‑Based Compensation Expense The allocation of stock‑based compensation for all stock awards is as follows (in thousands): Years Ended December 31, 2015 2014 2013 Research and development $ 1,241 $ 1,416 $ 912 General and administrative 1,159 1,018 642 Total stock-based compensation expense $ 2,400 $ 2,434 $ 1,554 Employee Stock Option Grants. The weighted‑average assumptions used in the Black‑Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Years Ended December 31, 2015 2014 2013 Risk–free interest rate 1.6 % 1.9 % 1.6 % Expected volatility 81 % 94 % 90 % Expected term (in years) 6.0 6.0 5.9 Expected dividend yield 0.0 % 0.0 % 0.0 % Risk‑free interest rate. The Company bases the risk‑free interest rate assumption on observed interest rates appropriate for the expected term of the stock option grants. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility. Due to the Company’s limited operating history and lack of company‑specific historical or implied volatility, the expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Expected term. The expected term represents the period of time that options are expected to be outstanding. As the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Based on historical employee turnover experience, pre‑vesting forfeitures for all employee stock option grants was at estimated at 0% for each of the years ended December 31, 2015, 2014, and 2013. Non‑Employee Stock Option Grants. The weighted‑average assumptions used in the Black‑Scholes option pricing model to determine the fair value of the non‑employee stock option grants were as follows: Years Ended December 31, 2015 2014 2013 Risk–free interest rate 0.8 % 2.1 % 2.1 % Expected volatility 72 % 87 % 91 % Expected term (in years) 2.7 6.5 7.3 Expected dividend yield 0.0 % 0.0 % 0.0 % Warrants to Purchase Common Stock in Connection with Debt Issuance As a result of the financing of the Term B Loan on December 24, 2014, the Company issued the Bank and one of its affiliates fully‑exercisable warrants to purchase an aggregate of 98,039 shares of the Company’s common stock at an exercise price of $4.08 per share. The warrants expire in December 2021. See Note 5 of the Notes to the Consolidated Financial Statements for additional information on the debt issuance. The fair value of the warrants was determined to be $0.4 million, which was recorded to additional paid‑in capital as a debt discount. The weighted‑ average assumptions used in the Black‑Scholes option pricing model to determine the fair value of the warrants issued were as follows: As of December 24, 2014 Risk–free interest rate 2.1 % Expected volatility 85 % Expected term (in years) 7.0 Expected dividend yield 0.0 % Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows: December 31, 2015 2014 Common stock warrants 134,113 134,113 Common stock options 2,587,474 2,425,969 Awards available under the 2013 Plan 908,288 999,482 Exchangeable shares — 365,379 Employee stock purchase plan 729,000 729,000 4,358,875 4,653,943 |