Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Equity Incentive Plans | ' |
5. Equity Incentive Plans |
As of September 30, 2014, a total of 2,149,021 shares of common stock had been reserved for issuance under the 2008 Plan, and no shares are available for future grant. |
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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 beginning in 2015 and 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. The Company also 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, beginning in 2015 and 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. 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 28, 2015. No shares have been sold under the ESPP since its adoption. |
The following table summarizes activity under the 2008 Plan and the 2014 Plan, including grants to nonemployees and restricted stock issued: |
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| Shares | | Options | | Weighted | | Aggregate | | | |
Available | Outstanding | Average | Intrinsic | | |
for Grant | | Exercise Price | Value | | |
| | per Share | (in thousands) | | |
Balances at December 31, 2013 | | 3,914 | | | 1,162,829 | | $ | 1.03 | | | | | | | |
Options authorized under the 2008 Plan | | 33,333 | | | — | | | | | | | | | | |
Options authorized under the 2014 Plan | | 1,419,328 | | | — | | | | | | | | | | |
Options granted | | (63,888 | ) | | 63,888 | | | 13.95 | | | | | | | |
Options cancelled | | 4,084 | | | (4,084 | ) | | 2.21 | | | | | | | |
Options exercised or lapsed | | — | | | (156,914 | ) | | 0.61 | | | | | | | |
Balances at September 30, 2014 | | 1,396,771 | | | 1,065,719 | | $ | 1.86 | | $ | 13,162 | | | | |
Vested at September 30, 2014 | | | | | 653,666 | | $ | 1.08 | | $ | 8,583 | | | | |
Expected to vest at September 30, 2014 | | | | | 1,065,719 | | $ | 1.86 | | $ | 13,162 | | | | |
No options were granted during the three months ended September 30, 2014. The weighted-average grant-date estimated fair value of options granted during the nine months ended September 30, 2014 was $10.96 and during the three and nine months ended September 30, 2013 was $2.70 and $2.68 per share, respectively. 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 $14.21 per share as of September 30, 2014. |
Liability for Early Exercise of Stock Options |
As of September 30, 2014 and December 31, 2013, there were 133,844 and 286,217 shares of common stock outstanding, respectively, subject to the Company’s right of repurchase at prices ranging from $0.27 to $1.08 per share. As of September 30, 2014 and December 31, 2013, the Company recorded $72,000 and $163,000, respectively, as liabilities associated with shares issued with repurchase rights. |
Modification of Stock Awards |
During the three months ended September 30, 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 will become fully vested as of Dr. Charmot’s separation from the Company as an employee and director on December 23, 2014. This will result 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 $203,000 during the three months ended September 30, 2014 and will record a charge of $633,000 during the quarter ending December 31, 2014 to reflect the revised service period for the restricted stock and related vesting of shares that would otherwise not have vested. |
Stock-based Compensation |
Total stock-based compensation recognized was as follows (in thousands): |
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| Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| 2014 | | | 2013 | | | 2014 | | | 2013 | |
Research and development | $ | 240 | | | $ | 57 | | | $ | 314 | | | $ | 156 | |
General and administrative | | 82 | | | | 32 | | | | 170 | | | | 123 | |
Total | $ | 322 | | | $ | 89 | | | $ | 484 | | | $ | 279 | |
As of September 30, 2014 and December 31, 2013, there was $1.0 million and $549,000, respectively, of unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested share options with a weighted-average remaining recognition period of 1.4 and 1.8 years. |
The fair value of stock option awards to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: |
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| Three Months Ended | | Nine Months Ended | | | |
September 30, | September 30, | | |
| 2014 | | 2013 | | 2014 | | 2013 | | | | |
Expected term (years) | | — | | | 6.06 | | | 5.79 | | | 6.07 | | | | |
Volatility | | — | | | 99 | % | | 101 | % | | 98 | % | | | |
Risk-free interest rate | | — | | | 1.64 | % | | 1.77 | % | | 1.35 | % | | | |
Dividend yield | | — | | | — | % | | — | % | | — | % | | | |
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