Stockholders' Equity | Stockholders’ Equity Preferred Stock Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations, and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established. There was no preferred stock issued and outstanding as of September 30, 2018 or December 31, 2017 . Common Stock We had 48,164,828 and 48,068,650 shares of common stock outstanding as of September 30, 2018 and December 31, 2017 , respectively. Shares of common stock reserved for future issuance were as follows: September 30, December 31, (unaudited) Shares available for issuance under the employee stock purchase plan 435,565 475,010 Options granted and outstanding 4,310,454 4,094,532 Unvested restricted stock awards 782,552 195,172 Shares available for future stock option grants and restricted stock awards 2,009,910 947,199 Shares reserved for future issuance under equity incentive plans 7,538,481 5,711,913 In July 2017, we entered into a Sales Agreement (ATM Agreement) with Cowen and Company, LLC (Cowen) under which we may offer and sell, from time to time at our sole discretion through Cowen, as our sales agent, shares of our common stock having an aggregate offering price of up to $50.0 million . Cowen may sell the common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Market (Nasdaq) or on any other existing trading market for our common stock. Any common stock sold will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-206324). We will pay Cowen a commission equal to 3.0% of the gross sales proceeds of any common stock sold under the ATM Agreement and also have provided Cowen with indemnification and contribution rights. To date, we have not sold any common stock under the ATM Agreement. Equity Incentive Plans Under our 2014 Omnibus Incentive Plan (2014 Plan), the total number of shares of common stock available for issuance increases annually on January 1 of each year in an amount equal to 4% of the total number of shares of our common stock issued and outstanding as of December 31 of the immediately preceding year, or such lesser amount as deemed appropriate by our Board of Directors. On January 1, 2018 , the authorized shares available under the 2014 Plan were increased by 1,922,746 shares. There were a total of 6,050,633 shares of common stock authorized under the 2014 Plan as of September 30, 2018 . Under our 2014 Employee Stock Purchase Plan (2014 ESPP), the total number of shares of common stock available for issuance increases annually on January 1 of each year in an amount equal to the lesser of (i) 1% of the total number of shares issued and outstanding as of December 31 of the immediately preceding year, (ii) 200,000 shares, or such lesser amount as deemed appropriate by our Board of Directors. For 2018 , the Board of Directors determined the current shares available for issuance under the 2014 ESPP were sufficient and did not increase the amount of authorized shares. There were a total of 435,565 shares of common stock authorized under the 2014 ESPP as of September 30, 2018 . Restricted Stock Units In January 2018, the Compensation Committee of our Board of Directors granted 198,835 time-based restricted stock units (RSUs) and 367,500 performance-based restricted stock units (January PSUs) to our employees. Restricted stock units are awards that entitle the holder to receive shares of our common stock upon vesting. The RSUs and January PSUs cannot be transferred and are subject to forfeiture if the holder’s employment terminates prior to vesting. One-third of the RSUs will vest on each anniversary of the grant date over three ( 3 ) years. The fair value of each RSU is equal to the closing price of our common stock on the applicable grant date. Fifty percent of the January PSUs would have vested on each of June 30, 2018 and December 31, 2018 upon the achievement of certain performance criteria by such date. If the performance criteria are not met by the specified dates, the corresponding number of January PSUs will expire. Stock-based compensation for the January PSUs is recognized over the service period beginning in the period management determines it is probable that the performance criteria will be achieved. During the period ending March 31, 2018, we began recognizing stock compensation expense on the January PSUs as the outcome of the performance criteria being achieved was deemed probable. As of June 30, 2018, 183,750 shares of the January PSUs that were granted in January 2018 expired unvested as the performance criteria was not met by the specified date. In addition, management has determined that the performance criteria associated with the remaining January PSUs will not be achieved by the specified date due to a change in program strategy, and accordingly, we reversed the related stock-based compensation expense of $508,000 recorded in the period ending March 31, 2018. Due to the continued improbable likelihood of achieving the performance criteria by the specified date on the remaining January PSUs, no expense has been recorded on the January PSUs for the period ending September 30, 2018. In July 2018, the Compensation Committee of the Board of Directors granted 322,020 additional PSUs to our employees (July PSUs). The July PSUs would vest on or before December 31, 2018, as to either fifty percent (50%) or one hundred percent (100%) of the total shares, upon achievement of certain performance criteria on or before such date, subject to the employee’s continued service with us upon the vesting date. If the performance criteria are not met by December 31, 2018, the corresponding July PSUs will expire. Stock-based compensation for the July PSUs is recognized over the service period beginning in the period management determines it is probable that the performance criteria will be achieved. During the period ending September 30, 2018, management has determined that the performance criteria associated with the July PSUs will most likely not be achieved by December 31, 2018. Due to the improbable likelihood of achieving the performance criteria by December 31, 2018, no expense has been recorded on the July PSUs for the period ending September 30, 2018. Summary of RSUs and PSUs information is as follows: SHARES WEIGHTED AVERAGE GRANT DATE FAIR VALUE (per share) Outstanding at December 31, 2017 195,172 $ 10.99 Granted (unaudited) 888,355 4.04 Vested (unaudited) (55,135 ) 11.96 Forfeited (unaudited) (245,840 ) 4.37 Outstanding at September 30, 2018 (unaudited) 782,552 5.11 Stock Option Activity Summary of stock option information is as follows: OPTIONS OUTSTANDING WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACT TERM (in years) AGGREGATE INTRINSIC VALUE (in thousands) Outstanding at December 31, 2017 4,094,532 $ 10.96 7.21 $ 2,771 Granted (unaudited) 2,287,619 $ 4.15 Exercised (unaudited) (1,598 ) $ 1.15 Expired (unaudited) (201,046 ) $ 14.05 Forfeited (unaudited) (1,869,053 ) $ 15.77 Outstanding at September 30, 2018 (unaudited) 4,310,454 $ 5.12 6.99 $ 2,203 Exercisable as of September 30, 2018 (unaudited) 1,842,786 $ 5.93 5.28 $ 2,183 As of September 30, 2018 , there was $7.5 million of total unrecognized stock-based compensation expense related to nonvested stock options that is expected to be recognized over a weighted-average period of 2.0 years . The total intrinsic value of options exercised during the nine months ended September 30, 2018 and 2017 was $4,000 and $868,000 , respectively. Stock-Based Compensation Expense Prior to the adoption of ASU No. 2016-09 on January 1, 2017, employee stock-based compensation expense recognized was calculated based on awards ultimately expected to vest and was reduced for estimated forfeitures. Effective January 1, 2017, upon our adoption of ASU No. 2016-09, we have elected to account for forfeitures as they occur. Total stock-based compensation expense recognized in our condensed consolidated statements of operations and comprehensive income (loss) is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (unaudited) (unaudited) (unaudited) (unaudited) Employee: Research and development $ 795 $ 905 $ 2,683 $ 2,742 General and administrative 1,001 1,181 3,334 3,703 Non-Employee: Research and development 6 39 29 96 General and administrative 1 24 6 60 Total stock-based compensation expense $ 1,803 $ 2,149 $ 6,052 $ 6,601 We use the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The fair values of stock options granted to employees were calculated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (unaudited) (unaudited) (unaudited) (unaudited) Weighted-average estimated fair value $2.33 $7.44 $2.67 $4.32 Risk-free interest rate 2.7% - 2.9% 1.9% - 2.0% 2.3% - 2.9% 1.9% - 2.1% Expected term of options (in years) 4.02 - 6.08 6.08 4.02 - 6.08 5.50 - 6.08 Expected stock price volatility 77% - 81% 90% - 91% 77% - 81% 79% - 91% Expected dividend yield — — — — Stock Option Exchange Program On June 18, 2018, we filed a Tender Offer Statement on Schedule TO relating to an option exchange program for our officers and employees (Option Exchange) to exchange certain stock options to purchase up to an aggregate of 2,462,566 shares of our common stock that had been granted to eligible holders, for a lesser number of new stock options with a lower exercise price. Stock options with an exercise price equal to or greater than $5.00 and held by eligible holders in continuous service through the termination of the Option Exchange were eligible for exchange in the program. The eligible shares were exercisable for a reduced number of shares based on the following exchange ratios: Eligible Option Exercise Price Ranges Exchange Ratio (Surrendered Eligible Options: New Options)* $5.00-$14.99 1.50 to 1 $15.00-$29.99 1.75 to 1 $30.00-And Up 2.00 to 1 * Rounded up to the nearest share Upon the closing of the Option Exchange on July 17, 2018, 31 eligible employees had tendered an aggregate of 1,590,083 options, representing 65% of the total eligible options, for 962,099 new options to purchase shares of our common stock. Each new stock option was granted on July 17, 2018, pursuant to our 2014 Omnibus Incentive Plan with an exercise price per share of $4.40 per share, which was the closing market price on the grant date of the new options. The exchange of stock options was treated as a modification for accounting purposes and resulted in an incremental expense of $12,000 for the vested options, which was calculated using the Black-Scholes option pricing model. We elected the “bifurcated approach” to amortize the incremental expense over the new vesting period of the new options and will continue to amortize the unamortized expense on the original grants through the end of the original vesting term. |