Stock incentive plans | 3 Months Ended |
Mar. 31, 2015 |
Stock incentive plans | |
Stock incentive plans | |
6. Stock incentive plans |
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Stock incentive plans |
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In 2010, the Company adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors, and consultants under terms and provisions established by the Board of Directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market of the common stock on the grant date, as determined by the Board of Directors. The terms of options granted under the 2010 Plan may not exceed ten years. |
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In January 2015, the Company adopted the 2015 Stock Incentive Plan, or the 2015 Plan, which became effective upon the closing of the IPO. The 2015 Plan had 4,370,452 shares of common stock reserved for future issuance at the time of its effectiveness, which included 120,452 shares under the 2010 Plan which were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards. |
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Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the grant vests upon the first anniversary of the employee’s date of hire, with the remainder of the shares vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. |
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2015 employee stock purchase plan |
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In January 2015, the Company adopted the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the closing of the IPO. A total of 325,000 shares of common stock are reserved for issuance under the ESPP. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of common stock on the purchase date or last trading day preceding the offering date. The ESPP provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. The Company has not determined the date on which the initial purchase period will commence under the ESPP. |
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Summary of option activity |
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Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except share and per share amounts and years): |
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| | Shares | | Stock | | Weighted- | | Weighted-average | | Aggregate | |
available | options | average | remaining | intrinsic |
for grant | outstanding | exercise | contractual life | value |
| | price | (years) | |
Balances at December 31, 2014 | | 276,805 | | 1,923,332 | | $ | 4.37 | | 8.9 | | $ | 15,946 | |
Additional shares reserved | | 4,370,452 | | — | | — | | | | | |
Granted | | (144,070 | ) | 144,070 | | $ | 13.98 | | | | | |
Cancelled | | 41,613 | | (41,613 | ) | $ | 5.41 | | | | | |
Exercised | | — | | (28,379 | ) | $ | 1.99 | | | | | |
Balances at March 31, 2015 | | 4,544,800 | | 1,997,410 | | $ | 5.07 | | 8.74 | | $ | 23,341 | |
Options exercisable at March 31, 2015 | | | | 546,810 | | $ | 2.01 | | 7.94 | | $ | 8,063 | |
Options vested and expected to vest at March 31, 2015 | | | | 1,947,699 | | $ | 5.03 | | 8.73 | | $ | 22,852 | |
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The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money. |
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The weighted-average fair value of options to purchase common stock granted was $10.78 and $2.89 per share in the three months ended March 31, 2015 and 2014, respectively. |
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The fair value of options to purchase common stock vested was $484,000 and $62,000 in the three months ended March 31, 2015 and 2014, respectively. |
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The intrinsic value of options to purchase common stock exercised was $364,000 and $88,000 in the three months ended March 31, 2015 and 2014, respectively. |
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Early exercise of stock options |
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The 2010 Plan allows for the granting of options that may be exercised before the options have vested. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser’s employment or services, at the price paid by the purchaser, and are not deemed to be issued for accounting purposes until those related shares vest. The amounts received in exchange for these shares have been recorded as a liability on the accompanying balance sheets and will be reclassified into common stock and additional paid-in-capital as the shares vest. The Company’s right to repurchase these shares generally lapses 1/4 after a one-year cliff then at a monthly rate of 1/48 thereafter. |
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At March 31, 2015 and December 31, 2014, there were 17,907 and 23,903 shares of common stock outstanding, respectively, subject to the Company’s right of repurchase at prices ranging from $0.30 to $1.26 per share. At March 31, 2015 and December 31, 2014, the Company recorded $11,000 and $14,000, respectively, as liabilities associated with shares issued with repurchase rights. |
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Stock-based compensation |
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The fair value of share-based payments for option granted to employees and directors was estimated on the date of grant using the Black-Scholes option- pricing valuation model based on the following assumptions: |
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| | Three Months Ended | | | | | | | | | |
March 31, | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | | |
Expected term (in years) | | 6.03 | | 6.03 | | | | | | | | | |
Expected volatility | | 83.8 | % | 86.6 | % | | | | | | | | |
Risk-free interest rate | | 1.28 | % | 1.75 - 1.91% | | | | | | | | | |
Dividend yield | | — | | — | | | | | | | | | |
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Stock-based compensation related to stock options granted to non- employees is recognized as the stock options are earned. The fair value of the stock options granted is calculated at each reporting date using the Black- Scholes option pricing model with the following assumptions: expected life is equal to the remaining contractual term of the award as of the measurement date ranging from 8.00 years to 9.12 years as of March 31, 2015, and 9.00 years to 9.35 years as of March 31, 2014, respectively; risk free rate is based on the U.S. Treasury Constant Maturity rate with a term similar to the expected life of the option at the measurement date; expected dividend yield of 0%; and volatility of 83.8% as of March 31, 2015, and 86.63% as of March 31, 2014, respectively. |
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The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2015 and 2014 included in the condensed consolidated statements of operations as follows (in thousands): |
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| | Three Months Ended | | | | | | | |
March 31, | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Cost of revenue | | $ | 76 | | $ | 6 | | | | | | | |
Research and development | | 213 | | 62 | | | | | | | |
Selling and marketing | | 124 | | 19 | | | | | | | |
General and administrative | | 125 | | 45 | | | | | | | |
Total stock-based compensation expense | | $ | 538 | | $ | 132 | | | | | | | |
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As of March 31, 2015, unrecognized compensation expense related to unvested options, net of estimated forfeitures, was $6.2 million, which the Company expects to recognize on a straight-line basis over a weighted- average period of 3.3 years. |
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