Stockholders' Equity | 5. Stockholders’ Equity Common stock In May of 2008, the Board of Directors of the Company approved the 2008 Equity Incentive Plan (the “2008 Plan”). The 2008 Plan authorized the issuance of up to 1,521,584 common shares for awards of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock award units, and stock appreciation rights. The 2008 Plan terminates on July 1, 2018. No shares have been issued under the 2008 Plan since 2011, and the Company does not intend to issue any additional shares from the 2008 Plan in the future. In January 2012, the Board of Directors of the Company approved the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan authorized the issuance of up to 6,553,986 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock or cash awards. The Board of Directors and stockholders of the Company approved an amendment to the 2012 Plan in August 2013 to increase the number of shares of common stock that may be issued under the 2012 Plan by 5,000,000 shares. In addition, the Board of Directors and stockholders of the Company approved an amendment to the 2012 Plan in August 2015 to further increase the number of shares of common stock that may be issued under the 2012 Plan by 6,000,000 shares, bringing the aggregate shares issuable under the 2012 Plan to 17,553,986. The 2012 Plan as amended and restated became effective on August 20, 2015 and terminates ten years after such date. As of March 31, 2016, 6,486,736 shares remain available for issuance under the 2012 plan. The Company filed a shelf registration statement on Form S-3 (File No. 333-189995), or the 2013 Shelf, with the SEC on July 17, 2013 authorizing the offer and sale in one or more offerings of up to $100,000,000 in aggregate of common stock, preferred stock, debt securities, or warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. This 2013 Shelf was declared effective by the SEC on July 26, 2013. On August 2, 2013, the Company entered into an Underwriting Agreement with Lazard Capital Markets LLC, acting as representative of the underwriters named in the Underwriting Agreement and joint book-runner with Oppenheimer & Co. Inc., relating to the issuance and sale of 10,350,000 shares of the Company’s common stock, which includes the issuance and sale of 1,350,000 shares pursuant to an overallotment option exercised by the Underwriters on August 5, 2013 (the “2013 Offering”). JMP Securities LLC and Maxim Group LLC each acted as co-managers for the 2013 Offering. The price to the public in the 2013 Offering was $4.50 per share, and the Underwriters purchased the shares from the Company pursuant to the Underwriting Agreement at a price of $4.23 per share. The net proceeds to the Company from the 2013 Offering were approximately $43.4 million, after deducting underwriting discounts and commissions and other offering expenses of $3.2 million payable by the Company, including the Underwriters’ exercise of the overallotment option. The transactions contemplated by the Underwriting Agreement closed on August 7, 2013. In November 2013, the Company entered into an equity distribution agreement with an investment banking firm. Under the terms of the distribution agreement, the Company may offer and sell up to 4,000,000 shares of its common stock, from time to time, through the investment bank in at-the-market offerings, as defined by the SEC, and pursuant to the 2013 Shelf. During the years ended March 31, 2016, 2015 and 2014, the Company issued 0, 2,197,768 and 334,412 shares of common stock in at-the-market offerings under the distribution agreement with net proceeds of $0, $16.1 million and $3.5 million, respectively. In December 2014, the Company entered into an equity offering sales agreement with another investment banking firm. Under the terms of the sales agreement, the Company may offer and sell shares of its common stock, from time to time, through the investment bank in at-the-market offerings, as defined by the SEC, and pursuant to the Company’s 2013 Shelf. During the years ended March 31, 2016 and 2015, the Company issued 0 and 1,000,000 shares of common stock in at-the-market offerings under the sales agreement with net proceeds of $0 and $6.2 million, respectively. The Company intends to use the net proceeds raised through any at-the-market sales for general corporate purposes, including research and development, the commercialization of the Company’s products, general administrative expenses, and working capital and capital expenditures. The Company will limit future sales under the 2013 distribution agreement and the 2014 sales agreement to ensure that it does not exceed the maximum amount available for sale under its effective shelf registration statement previously filed with the SEC. Based on its use of the shelf registration statement through March 31, 2016, the Company cannot sell more than an aggregate of $26,777,785 in shares of common stock under the 2013 distribution agreement and the 2014 sales agreement. A shelf registration statement on Form S-3 (File No. 333-202382), or the 2015 shelf, was filed with the SEC on February 27, 2015 authorizing the offer and sale in one or more offerings of up to $190,000,000 in aggregate of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. The 2015 shelf was declared effective by the SEC on March 17, 2015. In addition, during the years ended March 31, 2016 and 2015, the Company issued 32,914 and 210,600 shares of common stock upon exercise of 43,796 and 211,647 warrants, respectively. During the years ended March 31, 2016 and 2015, the Company issued 116,001 and 205,033 shares of common stock upon exercise of 116,001 and 205,684 stock options, respectively. On June 18, 2015, the Company entered into an Underwriting Agreement with Jefferies LLC and Piper Jaffray & Co., acting as representatives of the underwriters named in the 2015 Underwriting Agreement and as joint book-running managers, relating to the issuance and sale of 9,425,000 shares of the Company’s common stock, par value $0.001 per share (the “2015 Offering”). The price to the public in the 2015 Offering was $4.25 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the 2015 Underwriting Agreement at a price of $3.995 per share. Under the terms of the 2015 Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,413,750 shares. The Company issued 10,838,750 shares of common stock pursuant to the 2015 Underwriting Agreement, including shares issuable upon the exercise of the over-allotment option, with net proceeds of approximately $43.1 million, after deducting underwriting discounts and commissions and expenses payable by the Company. The shares were issued pursuant to the 2015 Shelf. Restricted stock awards On August 6, 2012, 200,000 restricted stock awards were issued to a member of senior management, the vesting of which was performance based with achievement to be measured at December 31, 2014 or earlier if the metric was achieved. As of December 31, 2014, the Company had determined that three of the four target metrics had been achieved with the fourth performance metric criterion not met resulting in 150,000 shares of restricted stock vested and the remaining 50,000 restricted stock awards surrendered back to the Company unvested. The Company recognized the related stock-based compensation expense over the requisite service period ending on March 31, 2015. During the year ended December 31, 2012, the Company issued an aggregate 950,000 of restricted stock awards to certain members of senior management and 130,000 restricted stock awards to non-executive employees. The vesting schedule is 25% on each anniversary of the vesting start date over four years. Additionally, the Company issued 100,000 restricted stock awards to a consultant. The vesting schedule is 100% after six months. During the year ended March 31, 2014, 218,655 restricted stock awards were surrendered related to shares of common stock returned to the Company, at the option of the holder, to cover the tax liability related to the vesting of 405,000 restricted stock awards. Upon the return of the common stock, 218,655 stock option grants with immediate vesting were granted to the individual at the vesting date market value strike price. During the year ended March 31, 2014, the Company issued an aggregate of 60,000 restricted stock units with immediate vesting to a consultant. During the year ended March 31, 2015, 137,816 restricted stock awards were surrendered related to shares of common stock returned to the Company, at the option of the holder, to cover the tax liability related to the vesting of 255,000 restricted stock awards. Upon the return of the common stock, 137,816 stock option grants with immediate vesting were granted to the individual at the vesting date market value strike price. During the year ended March 31, 2016, 129,900 restricted stock awards were surrendered related to shares of common stock returned to the Company, at the option of the holder, to cover the tax liability related to the vesting of 250,000 restricted stock awards. Upon the return of the common stock, 129,900 stock option grants with immediate vesting were granted to the individual at the vesting date market value strike price. During the year ended March 31, 2016, there were 2,500 restricted stock awards forfeited by one employee upon termination of their employment with the Company. A summary of the Company’s restricted stock award activity is as follows: Number of Shares Unvested at March 31, 2013 985,742 Granted 60,000 Vested (472,247 ) Canceled / forfeited — Unvested at March 31, 2014 573,495 Granted — Vested (262,245 ) Canceled / forfeited (52,500 ) Unvested at March 31, 2015 258,750 Granted — Vested (250,000 ) Canceled / forfeited (2,500 ) Unvested at March 31, 2016 6,250 The fair value of each restricted stock award is recognized as stock-based compensation expense over the vesting term of the award. The Company recorded restricted stock-based compensation expense in operating expenses for employees and non-employees of approximately $215,000, $421,000, and $817,000, during the years ended March 31, 2016, 2015 and 2014, respectively. Expense for each of the periods included approximately $5,000, $15,000, and $16,000, for research and development during the years ended March 31, 2016, 2015 and 2014, respectively. General and administrative expense for the years ended March 31, 2016, 2015 and 2014 were approximately $210,000, $406,000, and $801,000, respectively. As of March 31, 2016, total unrecognized restricted stock-based compensation expense was approximately $3,000, which will be recognized over a weighted average period of 0.25 years. Stock options During the years ended March 31, 2016 and 2015, under the 2012 Equity Incentive Plan, 2,966,778 and 1,429,191 incentive stock options were issued, respectively, at various exercise prices. The stock options generally vest on the one year anniversary of the grant date, quarterly over a three year period, or over a four-year period, with a quarter vesting on either the one year anniversary of employment or the one year anniversary of the vesting commencement date, and the remainder vesting ratably over the remaining 36 month terms with the exception of 129,900 and 139,316 of the incentive stock option grants during the years ended March 31, 2016 and 2015, respectively, that have immediate vesting at the grant date, 0 and 56,500 of the incentive stock option grants in the years ended March 31, 2016 and 2015, respectively, that vest quarterly over three years, and 185,000 and 128,500 of the incentive stock option grants in the years ended March 31, 2016 and 2015, respectively, that vest after one full year. The following table summarizes stock option activity for the years ended March 31, 2016 and 2015: Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2014 5,935,888 $ 4.87 $ 20,482,823 Options granted 1,429,191 $ 6.18 Options canceled (45,847 ) $ 7.17 Options exercised (205,684 ) $ 1.73 $ 883,795 Outstanding at March 31, 2015 7,113,548 $ 5.21 $ 4,969,499 Options granted 2,966,778 $ 3.87 Options canceled (349,698 ) $ 6.30 Options exercised (116,001 ) $ 2.76 $ 112,441 Outstanding at March 31, 2016 9,614,627 $ 4.79 $ 1,927,137 Vested and Exercisable at March 31, 2016 5,165,836 $ 4.45 $ 1,860,789 The weighted-average remaining contractual term of options exercisable and outstanding at March 31, 2016 was approximately 6.16 years. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Year Ended March 31, 2016 Year Ended March 31, 2015 Dividend yield — — Volatility 73.96 % 76.90 % Risk-free interest rate 1.57 % 1.60 % Expected life of options 6.00 years 6.00 years Weighted average grant date fair value $ 2.52 $ 4.14 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Due to the Company’s limited historical data, the estimated volatility incorporates the historical and implied volatility of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury rates. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Certain options granted to consultants are subject to variable accounting treatment and are required to be revalued until vested. The total stock option based compensation recorded as operating expense was approximately $8,341,000, $6,599,000, and $3,783,000 for the years ended March 31, 2016, 2015 and 2014, respectively. Research and development expense for the years ended March 31, 2016, 2015 and 2014 were approximately $1,243,000, $1,175,000, and $462,000, respectively. General and administrative expense for the years ended March 31, 2016, 2015 and 2014 were approximately $7,098,000, $5,424,000, $3,321,000, respectively. Included in total stock option-based compensation for the year ended March 31, 2016 is additional expense resulting from acceleration of the vesting schedule to fully vest options held by a terminated executive as pursuant to the 2012 Equity Incentive Plan. Additionally, as part of the severance agreement, a modification was made to extend the exercise period of the fully vested options, resulting in an incremental expense. The total unrecognized compensation cost related to unvested stock option grants as of March 31, 2016 was approximately $13,385,000 and the weighted average period over which these grants are expected to vest is 2.48 years. Warrants During the years ended December 31, 2012 and 2011, the Company issued warrants to investors to purchase 21,347,182 and 2,909,750 shares, respectively, of its common stock. During the years ended March 31, 2016, 2015 and 2014, 0, 203,000 and 225,000 of these warrants were exercised for cash proceeds of approximately $0, $445,000 and $210,000, respectively, and 43,796, 8,647 and 2,628,003 of these warrants were exercised through a cashless exercise for issuance of 32,914, 7,600 and 2,139,577 shares of common stock, respectively. During the year ended March 31, 2014, derivative liability warrants of 1,920,874 were exercised. During the year ended March 31, 2014, the Company entered into amendment agreements for 269,657 warrants to purchase common stock which reduced the exercise price of the warrants from $1.00 to $0.85, which removed the down-round price protection provision of the warrant agreement related to the adjustment of exercise price upon issuance of additional shares of common stock. As a result of the removal of the down-round price protection provision, the warrants were reclassified from liability to equity instruments at their fair value. The Company determined the incremental expense associated with the modification based on the fair value of the awards prior to and subsequent to the modification. The fair value of the awards subsequent to modification was calculated using the Black-Scholes model. The incremental expense associated with the modification of approximately $12,000 was recognized as interest expense for the year ended March 31, 2014. In 2012 the Company issued a total of 650,000 warrants to purchase common stock, in connection with consulting agreements, at prices ranging from $1.70 to $3.24, with lives ranging from two to five years, to be earned over service periods of up to six months. During the years ended March 31, 2016 and 2015, no warrants held by consultants were exercised. During the year ended March 31, 2014, 348,630 warrants held by consultants were exercised resulting in proceeds to the Company of approximately $891,000. As of March 31, 2016, 1,370 of these warrants are outstanding. During November 2013, the Company entered into an agreement with a consultant for services. In connection with the agreement, the Company issued 75,000 warrants to purchase common stock, at a price of $7.36, with a life of five years, to be earned over a twelve month service period. The fair value of the warrants was estimated to be approximately $404,000, which was recognized as a prepaid asset and is being amortized over the term of the consulting agreement. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. The Black-Scholes model, using a volatility rate of 96.90% and a risk-free interest rate factor of 0.60%, was used to determine the value. The Company recognized approximately $0 and $43,000 during the years ended March 31, 2016 and 2015, respectively, related to these services. As of December 31, 2014, these warrants were fully expensed. Additionally, during September 2014, the Company issued 50,000 warrants to a consultant in recognition of services previously provided. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. As of December 31, 2014, the full amount of the warrants related to these services, approximately $237,000 had been recognized. During November 2014 the Company entered into an agreement with a consultant for services. In connection with the agreement, the Company issued 145,000 warrants to purchase common stock, at a price of $6.84, with a life of five years, to be earned over a seventeen month service period ending on March 31, 2016. The final number of vested warrant shares was 95,000, based on management’s judgment of the satisfaction of specific performance metrics. The fair value of the warrants was estimated to be approximately $74,000, which was revalued and amortized over the term of the consulting agreement. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. The Black-Scholes model, using a volatility rate of 73.4% and a risk-free interest rate factor of 1.21%, was used to determine the value as of March 31, 2016. The Company recognized approximately $41,000 and $36,000 during the years ended March 31, 2016 and 2015, respectively, related to these services. As of March 31, 2016, these warrants were fully expensed. The following table summarizes warrant activity for the years ended March 31, 2016 and 2015: Warrants Weighted-Average Exercise Price Balance at March 31, 2014 1,194,756 $ 1.79 Granted 195,000 $ 7.04 Expired / Canceled — — Exercised (211,647 ) $ 2.14 Balance at March 31, 2015 1,178,109 $ 2.59 Granted — — Expired / Canceled (87,500 ) $ 7.06 Exercised (43,796 ) $ 1.00 Balance at March 31, 2016 1,046,813 $ 2.29 The warrants outstanding at March 31, 2016 are immediately exercisable at prices between $0.85 and $7.62 per share, and have a weighted average remaining term of approximately 1.28 years. Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at March 31, 2016: Common stock warrants outstanding 1,046,813 Common stock options outstanding under the 2008 Plan 622,192 Common stock options outstanding and reserved under the 2012 Plan 15,479,171 Total 17,148,176 Preferred stock The Company is authorized to issue 25,000,000 shares of preferred stock. There are no shares of preferred stock currently outstanding, and the Company has no present plans to issue shares of preferred stock. |