Equity Incentive Plans | 9. Equity Incentive Plans 2015 Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Equity Incentive Plan, or the 2015 Plan, which became effective upon the initial public offering of the Company’s common stock, or IPO, and provides for the granting of incentive stock options, nonstatutory stock options and other forms of stock awards to its employees, directors and consultants. The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. The 2015 Plan is administered by the board of directors or a committee appointed by the board of directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Options expire after 10 years (five years for stockholders owning greater than 10% of the voting stock). The number of shares of common stock initially reserved for issuance under the 2015 Plan was 6,134,292 shares with an automatic annual increase to the shares issuable under the 2015 Plan to the lower of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. On January 1, 2019, the shares issuable under the 2015 Plan increased by 3,182,868. The Company had 8,436,766 shares available for future grant under the 2015 Plan as of June 30, 2019. 2009 Plan The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. Prior to the 2009 Plan termination, the number of options available for grant was increased by 360,000 shares. At June 30, 2019, 3,013,117 options under the 2009 Plan remained outstanding. Stock Options The following table summarizes stock option activity for the six months ended June 30, 2019: Options Outstanding Shares Available for Grant Number of Shares Underlying Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In Balance—December 31, 2018 7,255,050 8,986,010 $ 7.54 $ 5,458 Authorized 3,182,868 — RSUs forfeited, net of grants 238,552 — Granted (4,617,300 ) 4,617,300 3.79 Exercised — (428,406 ) 1.02 Canceled 2,377,596 (2,377,596 ) 9.63 Balance—June 30, 2019 8,436,766 10,797,308 $ 5.74 $ 1,466 Options exercisable—June 30, 2019 5,444,742 $ 6.64 $ 1,466 Options vested and expected to vest—June 30, 2019 9,760,686 $ 5.88 $ 1,466 The aggregate intrinsic value represents the difference between the exercise price of the options and the closing price of the Company’s common stock. The aggregate intrinsic value of options exercised during the three and six months ended June 30, 2019 was $0.4 million and $1.1 million, respectively. As of June 30, 2019, the total unrecognized compensation expense related to unvested options, net of estimated forfeitures, was $13.5 million, which the Company expects to recognize over an estimated weighted-average period of 3.1 years. Restricted Stock Units (RSUs) In September 2016, the Company’s board of directors authorized the issuance of restricted stock units, or RSUs, under the 2015 Plan and adopted a form of restricted stock unit grant notice and restricted stock unit award agreement, which is intended to serve as a standard form agreement for RSU grants issued to employees, executive officers, directors and consultants. The following table summarizes RSU activity for the six months ended June 30, 2019: RSUs Outstanding Number of Restricted Units Weighted- Average Grant Date Fair Share Balance—December 31, 2018 1,600,218 $ 8.81 Granted 275,000 1.74 Vested (71,406 ) 10.17 Forfeited (513,552 ) 8.66 Balance—June 30, 2019 1,290,260 $ 7.28 The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. As of June 30, 2019, there was $5.7 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to RSUs which is expected to be recognized over a weighted-average period of 2.3 years. 2015 Employee Stock Purchase Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Employee Stock Purchase Plan, or 2015 ESPP, which became effective upon the IPO. The 2015 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, or the Code, and is administered by the Company’s board of directors and the compensation Committee of the board of directors. The number of shares of common stock initially reserved for issuance under the 2015 ESPP was 720,000 shares with an automatic annual increase to the shares issuable under the 2015 ESPP equal to the lower of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. There was no annual increase of shares issuable under the 2015 ESPP on January 1, 2019. The Company had 1,622,920 shares available for future issuance under the 2015 ESPP as of June 30, 2019. As of June 30, 2019, the total unrecognized compensation expense related to the 2015 ESPP was $0.1 million, which the Company expects to recognize over an estimated weighted-average period of 0.4 years. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the 2015 ESPP: Six Months Ended June 30, 2019 2018 Expected term (in years) 0.5 0.5 Volatility 58.9% 54.5% Risk-free interest rate 2.43% 2.09% Dividend yield —% —% Stock-based Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and development $ 1,713 $ 2,539 $ 3,746 $ 5,284 General and administrative 1,623 1,788 3,293 3,967 Total stock-based compensation expense $ 3,336 $ 4,327 $ 7,039 $ 9,251 In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. Fair Value of Common Stock. Prior to the IPO in April 2015, the board of directors determined the fair value of the Company’s common stock by taking into consideration, among other things, contemporaneous valuations of the common stock prepared by an unrelated third-party valuation firm. Given the previous absence of a public trading market for the common stock, the board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the common stock, including the Company’s stage of development; progress of its research and development efforts; the rights, preferences and privileges of its preferred stock relative to those of its common stock; equity market conditions affecting comparable public companies and the lack of marketability of the common stock. Since the Company’s IPO, it has used the market closing price of its common stock as reported on the Nasdaq Global Select Market. Expected Term —The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility —Because the Company does not have a long trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of stock option awards granted to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Six Months Ended June 30, 2019 2018 Expected term (in years) 5.32 - 6.08 5.32 - 6.05 Volatility 67.2 - 70.4% 71.6 - 71.7% Risk-free interest rate 1.96 - 2.40% 2.38 - 2.87% Dividend yield —% —% For the three months ended June 30, 2019 and 2018, the Company recognized $3.3 million and $4.3 million, respectively, and for the six months ended June 30, 2019 and 2018, the Company recognized $7.0 million and $9.1 million, respectively, of stock-based compensation related to options granted to employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. The Company uses the fair value method to value options granted to nonemployees. For the three months ended June 30, 2019 and 2018, the Company recognized stock-based compensation of $19,000 and $0.1 million, respectively, and for the six months ended June 30, 2019 and 2018, the Company recognized stock-based compensation of $44,000 and $0.1 million, respectively, related to options granted to nonemployees. Beginning on January 1, 2019, the Company adopted ASU 2018-07 and measured its stock-based awards made to non-employees based on the estimated fair values of the awards as of the adoption date of January 1, 2019 using the Black-Scholes option-pricing model and recognized expense over the remaining requisite service period using the straight-line method. As a result, the stock-based compensation amount recognized for the six months ended June 30, 2019 reflects the adoption of ASU 2018-07 as of January 1, 2019 while the stock-based compensation amount recognized for the six months ended June 30, 2018 reflects the amount prior to the recently adopted standard. The fair value of stock option awards granted to nonemployees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Six Months Ended June 30, 2019 2018 Expected term (in years) 6.17 - 9.66 6.17 - 9.60 Volatility 70.5 - 70.8% 71.6 - 71.7% Risk-free interest rate 2.66 - 3.19% 2.66 - 2.94% Dividend yield —% —% |