Equity Incentive Plans | 8. EQUITY INCENTIVE PLANS 2008 Plan The Company granted options under its 2008 Stock Incentive Plan (the “2008 Plan”) until June 2014 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2008 Plan. The 2008 Plan provided for the granting of incentive and nonstatutory stock options, and stock purchase rights to employees, directors and consultants at the discretion of the Board of Directors. Stock options granted generally vest over a period of four years from the date of grant. In connection with the Board of Directors and stockholders approval of the 2014 Plan, all remaining shares available for future award under the 2008 Plan were transferred to 2014 Plan, and the 2008 Plan was terminated. 2014 Plan The 2014 Equity Incentive Award Plan (“2014 Plan”) became effective on June 18, 2014, immediately prior to the time the Company’s Registration Statement on Form S-1 became effective. Under the 2014 Plan, 1,419,328 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, stock payment awards and performance awards. In addition, 35,221 shares that had been available for future awards under the 2008 Plan as of June 18, 2014, were added to the initial reserve available under the 2014 Plan, bringing the total reserve upon the effective date of the 2014 Plan to 1,454,549. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2014 Plan will be increased by (i) the number of shares represented by awards outstanding under 2008 Plan on June 18, 2014, that are either forfeited or lapse unexercised or that are repurchased for the original purchase price thereof, up to a maximum of 1,153,279 shares, and (ii) if approved by the Administrator of the 2014 Plan, an annual increase on the first day of each fiscal year ending in 2024, equal to the lesser of (A) four percent (4.0%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than 10,683,053 shares of stock may be issued upon the exercise of incentive stock options. Effective January 1, 2016, the 2014 Plan share reserve was increased by 1,038, 595 shares. Stock Plan Activity The following table summarizes activity under the 2008 Plan and the 2014 Plan, including grants to nonemployees and restricted stock issued: Options Issued and Outstanding Shares Available for Number of Shares Average Exercise Aggregate (in thousands) Balance at December 31, 2012 96,841 1,293,767 $ 0.77 Options granted (99,552 ) 99,552 3.42 Options exercised — (223,865 ) 0.56 Options canceled 6,625 (6,625 ) 2.23 Balance at December 31, 2013 3,914 1,162,829 $ 1.03 Options authorized 1,452,661 — Options granted (188,888 ) 188,888 24.41 Options exercised — (336,398 ) 0.71 Options canceled 4,084 (4,084 ) 2.21 Options repurchased 3,511 (3,511 ) 0.55 Issuance of common stock for services (10,000 ) — — Balance at December 31, 2014 1,265,282 1,007,724 $ 5.51 Options authorized 743,569 — Options granted (379,709 ) 379,709 19.60 Options exercised — (77,784 ) 1.42 Options canceled 28,563 (28,563 ) 12.41 Issuance of common stock for services (13,285 ) — — Balance at December 31, 2015 1,644,420 1,281,086 $ 9.78 $ 13,129 Vested and expected to vest at December 31, 2015 1,259,972 $ 9.59 $ 13,096 Vested at December 31, 2015 835,860 $ 4.36 $ 12,075 The weighted-average grant-date estimated fair value of options granted during the years ended December 31, 2015, 2014 and 2013 was $12.91, $18.53 and $2.68 per share. The aggregate intrinsic value was calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock of $18.12 per share as of December 31, 2015. The total fair value of options that vested during the years ended December 31, 2015, 2014 and 2013 was $2.4 million, $0.5 million and $0.2 million, respectively. Employee Stock Purchase Plan The Company adopted the 2014 Employee Stock Purchase Plan (ESPP) and initially reserved 202,762 shares of common stock as of its effective date of June 18, 2014. If approved by the Administrator of the ESPP, on the first day of each calendar year, ending in 2024, the number of shares in the reserve will increase by an amount equal to the lesser of (i) one percent (1.0%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by the board of directors; provided, however, no more than 2,230,374 shares of our common stock may be issued under the ESPP. Effective January 1, 2015, the ESPP share reserve was increased by 185,892. Under the ESPP, participants are offered the option to purchase shares of the Company’s common stock at a discount during a series of successive offering periods normally commencing on March 1 and September 1 of each year. The initial offering period commenced on September 1, 2014 and will end on February 27, 2015. The number of shares authorized for issuance under the ESPP as of December 31, 2015 was 388,654, of which 347,074 shares were available for future issuance. The following table illustrates the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of ESPP purchase rights granted to employees: Year Ended December 31, 2015 2015 2014 Expected term ( years) 0.5 0.5 Volatility 97 % 73 % Risk-free interest rate 0.16 % 0.05 % Dividend yield — % — % There were no shares issued during the year ended December 31, 2014 under the ESPP. In 2015, the Company sold 41,580 shares of its common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $13.25 with proceeds of approximately $0.6 million. Modification of Stock Awards During September 2014, the Company entered into a Transition and Separation Agreement with its Chief Scientific Officer, Dominique Charmot, under which certain restricted shares that were subject to vesting and repurchase by the Company have become fully vested as of Dr. Charmot’s separation from the Company as an employee and director on December 23, 2014. This resulted in the acceleration of the vesting for 58,969 shares of restricted stock. As a result of the acceleration, the Company has recorded a stock-based compensation charge of $0.8 million during the year ended December 31, 2014 to reflect the revised service period for the restricted stock and related vesting of shares that would otherwise not have vested. Offering of Common Stock and Warrants In June 2015, the Company sold and issued an aggregate of 7,242,992 shares of its common stock and warrants to purchase 2,172,899 shares of common stock for aggregate gross proceeds of approximately $77.8 million or net proceeds, after deducting issuance costs, of approximately $74.3 million. The purchase price for the common stock was $10.70 per share and the purchase price for the warrants was $0.125 per warrant. The warrants are exercisable for an exercise price of $13.91 per share at any time prior to the earlier of (i) 5 years from the date of issuance or (ii) certain changes in control of the Company. The Company has determined that the warrants should be classified as equity. In July 2015, the Company filed a registration statement with the SEC with respect to the common stock and warrants. Other than with respect to warrants issued to holders affiliated with New Enterprise Associates, the warrants contain limitations that prevent each holder of warrants from acquiring shares upon exercise of the warrants that would cause the number of shares beneficially owned by it and its affiliates to exceed 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. In addition, upon certain changes in control of the Company, each holder of a warrant can elect to receive, subject to certain limitations and assumptions, securities in a successor entity. None of the warrants issued in June 2015 have been exercised during the year ended December 31, 2015. Stock-based Compensation Total stock-based compensation recognized was as follows (in thousands): Year Ended December 31, 2015 2014 2013 (in thousands) Research and development $ 1,327 $ 1,376 $ 200 General and administrative 1,307 316 152 Total stock-based compensation $ 2,634 $ 1,692 $ 352 As of December 31, 2015, the Company had $5.6 million and $0.1 million of total unrecognized compensation expense, net of estimated forfeitures, related to stock option grants and purchase rights, respectively, that will be recognized over an average vesting period of 2.6 years and 0.2 years, respectively. The estimated grant date fair value of employee stock options was calculated using the Black-Scholes option-pricing model, based on the following weighted assumptions: Year Ended December 31, 2015 2014 2013 Expected term (years) 5.89 5.97 6.07 Volatility 75 % 94 % 98 % Risk-free interest rate 1.64 % 1.79 % 1.35 % Dividend yield — % — % — % Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Options Granted to Nonemployees The Company has granted options to purchase shares of common stock to consultants in exchange for services performed. The Company granted options to purchase 5,000, 10,000 and 3,333 shares with average exercise prices of $18.58, $20.77 and $3.43 per share, respectively, during the years ended December 31, 2015, 2014 and 2013, respectively. These options vest upon grant or various terms up to three years. The Company recognized non-employees stock compensation expense of $0.2 million, $0.1 million and insignificant during the years ended December 31, 2015, 2014 and 2013, respectively. The fair value of non-employees’ options was measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported years, other than the expected life, which is assumed to be the remaining contractual life of the option. Issuance of Common Stock for Services During the year ended December 31, 2015, the Company issued 13,285 shares of common stock in exchange for services performed. The shares issued were valued at $0.2 million based on the fair value of the common stock on the date of grant. During the year ended December 31, 2014, the Company issued 10,000 shares of common stock in exchange for services performed. The shares issued were valued at $0.2 million based on the fair value of the common stock on the date of grant. |