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 non-qualified 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 (the “2014 Plan”) became effective on June 18, 2014. 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, service-based restricted stock unit (“RSU”) awards, performance-based restricted stock unit (“PRSU”) 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, 2018, the 2014 Plan share reserve was increased by 1,901,399 shares. 2016 Plan In November 2016, the Company’s board of directors approved the 2016 Employment Commencement Incentive Plan (the “Inducement Plan”) under which 1,000,000 shares were reserved. As of December 31, 2017, no shares of the Company’s common stock were subject to inducement grants that were issued pursuant to the Inducement Plan. Stock Plan Activity The following table summarizes activity under the 2008 Plan and the 2014 Plan, including grants issued to nonemployees, in the three years ended December 31, 2017: Options Issued and Outstanding Weighted Weighted-Average Average Shares Available Exercise Price per Remaining Aggregate for Grant Number of Shares Share Contractual Term Intrinsic Value (in Years) (in thousands) 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 and restricted stock units (23,285) — — Balance at December 31, 2015 1,634,420 1,281,086 $ 9.78 Options authorized 1,038,595 — $ — Options granted (1,524,014) 1,524,014 $ 11.42 Options exercised — (25,134) $ 2.19 Options canceled 67,743 (67,743) $ 16.67 Issuance of common stock for services and restricted stock units, net of 5,000 forfeitures (189,507) — $ — Balance at December 31, 2016 1,027,237 2,712,223 $ 10.60 Options authorized 1,892,376 — $ — Options granted (1,723,906) 1,723,906 $ 11.73 Options exercised — (35,759) $ 1.70 Options canceled 445,029 (445,029) $ 14.15 Issuance of common stock for services and restricted stock units, net of 79,850 forfeitures (601,008) — $ — Balance at December 31, 2017 1,039,728 3,955,341 $ 10.78 7.67 $ 4,393 Vested and expected to vest at December 31, 2017 3,840,963 $ 10.74 7.63 $ 4,363 Exercisable at December 31, 2017 1,978,711 $ 9.74 6.55 $ 3,767 The aggregate intrinsic value represents the difference between the total pre-tax value (i.e., the difference between the Company’s stock price and the exercise price) of stock options outstanding as of December 31, 2017, based on the Company’s common stock closing price of $6.60 per share, which would have been received by the option holders had all their in-the-money options been exercised as of that date. The intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015, was $0.3 million, $0.3 million and $1.1 million, respectively. The weighted-average grant-date estimated fair value of options granted during the years ended December 31, 2017, 2016 and 2015 was $8.19, $7.69 and $12.91 per share, 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-average assumptions: Year Ended December 31, 2017 2016 2015 Expected term (years) 5.93 5.99 5.89 Expected volatility 82 % 77 % 75 % Risk-free interest rate 2.08 % 1.62 % 1.64 % Dividend yield — % — % — % Expected Term —The Company has very limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock-option grants. As such, the expected term was estimated using the simplified method whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Expected Volatility —Since January 1, 2017, the Company has used the historic volatility of its own stock over the retrospective period corresponding to the expected remaining term of the options, or the period since its shares were first quoted on The Nasdaq Global Market, if that is shorter, to compute its expected stock price volatility . Prior to December 31, 2016, the expected stock price volatility was calculated based on the average historical volatility for comparable publicly traded pharmaceutical companies. The Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the Company’s stock-based awards. Risk-Free Interest Rate —The risk-free interest rate assumption is based on the zero-coupon U.S. Treasury instruments on the date of grant with a maturity date consistent with the expected term of the Company’s stock option grants. Dividend Yield —To date, the Company has not declared or paid any cash dividends and does not have any plans to do so in the future. Therefore, the Company used an expected dividend yield of zero. Restricted Stock Units The following table summarizes restricted stock unit activity under the 2014 Plan in the three years ended December 31, 2017: Weighted- Weighted-Average Number of Average Grant Number of Service- Grant Date Fair Performance- Date Fair Value Based RSUs Value Per Share Based RSUs Per Share Non-vested restricted stock units at December 31, 2014 — $ — — $ — Granted 10,000 $ 18.04 — $ — Non-vested restricted stock units at December 31, 2015 10,000 $ 18.04 — $ — Granted 174,389 $ 14.34 — $ — Vested (5,000) $ 18.04 — $ — Forfeited (5,000) $ 18.04 — $ — Non-vested restricted stock units at December 31, 2016 174,389 $ 14.34 — $ — Granted 472,135 $ 4.70 161,865 $ 13.90 Vested (43,597) $ 14.34 — $ — Forfeited (61,865) $ 13.36 (17,985) $ 13.90 Non-vested restricted stock units at December 31, 2017 541,062 $ 6.04 143,880 $ 13.90 RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. The related compensation expense, which is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted, is recognized ratably over the period during which the vesting restrictions lapse. In January 2017, the Company granted PRSU awards to senior management which vest upon the achievement of certain performance conditions, subject to each employee’s continued service relationship with the Company. None of the PRSUs vested during the year ended December 31, 2017. When achievement of the performance conditions is considered probable, the related compensation expense, which is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted, is recognized ratably over the estimated vesting period. The Company recognized $1.0 million of related expense during the year ended December 31, 2017. The total estimated fair value of RSUs vested during the years ended December 31, 2017, 2016 and 2015 was $0.4 million, $0.1 million and nil, respectively. Issuance of Common Stock for Services During the years ended December 31, 2017, 2016 and 2015, the Company issued 46,858, 20,118 and 13,285 shares of common stock under the 2014 Plan in exchange for services performed, respectively, valued at $0.2 million, $0.2 million and $0.2 million, respectively, based on the fair value of the common stock on the date of grant. 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. The following table summarizes ESPP activity in the three years ended December 31, 2017: Shares Available Number of Shares Purchase Price for Grant Purchased per Share Gross Proceeds (in thousands) Balance at December 31, 2014 202,762 — Shares authorized 185,892 — Shares purchased (41,580) 41,580 $ 13.25 $ 551 Balance at December 31, 2015 347,074 41,580 Shares purchased (69,054) 69,054 $ 8.34 $ 576 Balance at December 31, 2016 278,020 110,634 Shares purchased (99,343) 99,343 $ 6.27 $ 623 Balance at December 31, 2017 178,677 209,977 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, 2017 2016 2015 Expected term (years) 0.5 0.5 0.5 Expected volatility 80 % 76 % 97 % Risk-free interest rate 0.97 % 0.48 % 0.16 % Dividend yield — % — % — % Stock-based Compensation Total stock-based compensation recognized was as follows (in thousands): Year Ended December 31, 2017 2016 2015 (in thousands) Research and development $ 4,585 $ 2,786 $ 1,327 General and administrative 5,005 2,531 1,307 Total stock-based compensation $ 9,590 $ 5,317 $ 2,634 As of December 31, 2017, the Company had $14.5 million, $2.5 million, $0.9 million and $0.1 million of total unrecognized compensation expense, net of estimated forfeitures, related to stock options, RSUs, PRSUs and ESPP, respectively, that will be recognized over an average vesting period of 2.43 years, 1.55 years, 0.83 years and 0.16 years, respectively. |