Convertible Preferred Stock and Stockholders’ Equity | 8. Convertible Preferred Stock and Stockholders’ Equity Convertible Preferred Stock In November 2016, the Company completed a private placement of stock in which investors, including investors affiliated with the directors and officers of the Company, purchased convertible preferred stock and common stock of the Company (the November 2016 Placement). The Company issued 2,819,549 shares of non-voting Class A Convertible Preferred Stock (the Class A Preferred) at $13.30 per share, each of which is convertible into five shares of common stock upon certain conditions defined in the Certificate of Designation of Preferences, Rights and Limitations of the Class A Preferred filed with the Delaware Secretary of State on November 22, 2016 (the CoD). The Class A Preferred were purchased exclusively by entities affiliated with Redmile Group, LLC (collectively, Redmile). The terms of the CoD prohibited Redmile from converting the Class A Preferred into shares of the Company’s common stock if, as a result of conversion, Redmile, together with its affiliates, would own more than 9.99% of the Company’s common stock then issued and outstanding (the Redmile Percentage Limitation), which percentage could change at Redmile’s election upon 61 days’ notice to the Company to (i) any other number less than or equal to 19.99% or (ii) subject to approval of the Company’s stockholders to the extent required in accordance with the NASDAQ Global Market rules, any number in excess of 19.99%. On May 2, 2017, the Company’s stockholders approved the issuance of up to an aggregate of 14,097,745 shares of common stock upon the conversion of the outstanding shares of Class A Preferred. As a result, Redmile has the right to increase the Redmile Percentage Limitation to any percentage in excess of 19.99% at its election. The Company also issued 7,236,837 shares of common stock at $2.66 per share as part of the November 2016 Placement. The Class A Preferred are non-voting shares and have a stated par value of $0.001 per share and are convertible into five shares of the Company’s common stock at a conversion price of $2.66 per share, which was the fair value of the Company’s common stock on the date of issuance. Holders of the Class A Preferred have the same dividend rights as holders of the Company’s common stock. Additionally, the liquidation preferences of the Class A Preferred are pari passu During the year ended December 31, 2019, 25,000 shares of the Company’s Class A Preferred were converted into 125,000 shares of the Company’s common stock. Description of Securities Dividends As of December 31, 2019, the Board of Directors of the Company has not declared any dividends. 2013 Stock Option and Incentive Plan, and Inducement Equity Plan 2013 Stock Option and Incentive 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). The 2013 Plan became effective immediately prior to the Company’s IPO. The 2013 Plan was subsequently amended in May 2017. 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, and in May 2017, stockholders approved an additional 2,500,000 shares of common stock 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 a previously existing equity plan from 2007 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) 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 stock options under the 2013 Plan 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 2013 Plan, 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 2013 Plan is ten years. Under the 2013 Plan, restricted stock units generally vest annually over four years. Inducement Plan On May 10, 2016, the Company’s board of directors approved the Fate Therapeutics, Inc. Inducement Equity Plan (the Inducement Plan), the purpose of which is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not employed by the Company to accept employment with the Company. Under the Inducement Plan, the Company may grant non-qualified stock options and restricted stock units. A total of 500,000 shares of common stock were initially reserved for issuance under the Inducement Plan. In January 2019 and January 2018, an additional 200,000 shares and 400,000 shares, respectively, of common stock were reserved for issuance under the Inducement Plan. The shares of common stock underlying any awards from the Inducement 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 Inducement Plan will be added back to the shares of common stock available for issuance under the Inducement Plan. 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). 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 Unit Awards Stock Options. The following table summarizes stock option activity and related information under all equity plans for the years ended December 31, 2019, 2018 and 2017: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in 000s) Outstanding at December 31, 2016 3,910,350 $ 3.77 8.28 $ 682 Granted 2,522,920 3.09 Exercised (83,220 ) 2.79 Cancelled (892,007 ) 3.50 Outstanding at December 31, 2017 5,458,043 $ 3.52 7.99 $ 14,754 Granted 3,251,980 8.30 Exercised (694,830 ) 3.88 Cancelled (1,034,612 ) 4.36 Outstanding at December 31, 2018 6,980,581 $ 5.58 7.87 $ 51,497 Granted 3,488,200 16.52 Exercised (787,434 ) 3.31 Cancelled (353,605 ) 10.70 Outstanding at December 31, 2019 9,327,742 $ 9.67 7.73 $ 92,567 Options vested and expected to vest at December 31, 2019 9,323,962 $ 9.66 7.73 $ 92,550 Options exercisable at December 31, 2019 4,594,888 $ 6.43 6.80 $ 60,403 For the year ended December 31, 2019, the weighted average grant date fair value of stock options granted per share was equal to $11.52. For the years ended December 31, 2018 and 2017, the weighted average grant date fair value of stock options granted to employees and directors was equal to $8.28 and $2.29, respectively. As of December 31, 2019, 2018 and 2017, the unrecognized compensation cost related to outstanding options (excluding those with unachieved performance-based conditions) was $40.4 million, $15.9 million and $5.8 million, respectively, which was expected to be recognized as expense over approximately 2.9 years, 3.1 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 years ended December 31, 2019, 2018, and 2017, was $10.7 million, $5.5 million, and $0.1 million, respectively. Total cash received upon the exercise of stock options was $2.5 million for the year ended December 31, 2019. Restricted Stock Units. The following table summarizes restricted stock unit activity and related information under all equity plans for the years ended December 31, 2019, 2018 and 2017: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Vesting Period Aggregate Intrinsic Value (in 000s) Outstanding at December 31, 2016 525,250 $ 4.89 2.80 $ 1,318 Granted — — Vested (225,125 ) 4.89 Cancelled (87,500 ) 4.89 Outstanding at December 31, 2017 212,625 $ 4.89 1.80 $ 1,299 Granted — — Vested — — Cancelled (24,000 ) 4.89 Outstanding at December 31, 2018 188,625 $ 4.89 0.80 $ 1,299 Granted 520,000 16.41 Vested (172,625 ) 4.89 Cancelled (16,000 ) 4.89 Outstanding at December 31, 2019 520,000 $ 16.41 2.64 $ 10,176 Restricted stock units expected to vest at December 31, 2019 520,000 $ 16.41 2.64 $ 10,176 As of December 31, 2019, 2018 and 2017, the unrecognized compensation cost related to outstanding restricted stock units was $6.2 million, $0.4 million, and $0.9 million respectively, which was expected to be recognized as expense over approximately 2.7 years, 0.8 years, and 1.8 years respectively. Stock-Based Compensation Expense The allocation of stock-based compensation for all stock awards is as follows (in thousands): Years Ended December 31, 2019 2018 2017 Research and development $ 9,804 $ 3,654 $ 2,095 General and administrative 7,606 2,639 1,511 Total stock-based compensation expense $ 17,410 $ 6,293 $ 3,606 Stock Option Grants Valuation. As of January 1, 2019, the Company adopted ASU 2018-07, which aligned the guidance on share-based payments to nonemployees with that for share-based payments to employees. In accordance with ASU 2018-07, the measurement of equity-classified nonemployee awards is fixed at the grant date and entities are not required to remeasure nonemployee equity awards at each reporting date until such time that the measurement date is established. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows : Years Ended December 31, 2019 2018 2017 Risk–free interest rate 2.4 % 2.5 % 2.0 % Expected volatility 80.1 % 79.3 % 90.1 % Expected term (in years) 6.1 6.0 6.0 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 limited 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 sufficient 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. Warrants to Purchase Common Stock in Connection with Debt Issuance As a result of the financing of the Loan Amendment on July 14, 2017, the Company issued SVB fully-exercisable warrants to purchase an aggregate of 91,463 shares of the Company’s common stock at an exercise price of $3.28 per share. The warrants would have expired in July 2024. In September 2018, the 2017 Warrant was fully exercised in exchange for 67,952 shares of the Company’s common stock in a cashless transaction. See Note 6 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 $0.2 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 July 14, 2017 Risk–free interest rate 2.1 % Expected volatility 88 % 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, 2019 2018 Common stock warrants — 85,094 Convertible preferred stock (if converted) 13,972,745 14,097,745 Common stock options 9,327,742 6,980,581 Restricted stock units 520,000 188,625 Awards available under the 2013 Plan 2,880,235 3,605,510 Awards available under the Inducement Plan 279,178 379,178 Employee stock purchase plan 729,000 729,000 Total 27,708,900 26,065,733 |