Stockholders' Equity | 8. Stockholders’ Equity Authorized and Outstanding Capital Stock As of December 31, 2017, the authorized capital stock of the Company included 175,000,000 shares of common stock, par value $0.00001 per share, of which 47,612,619 and 38,615,709 shares were issued and outstanding at December 31, 2017 and 2016, respectively; and 25,000,000 shares of undesignated preferred stock, par value $0.00001 per share, of which 0 shares were issued and outstanding at December 31, 2017 and December 31, 2016. On March 6, 2014, the Company effected a 1.75-for-1 stock split of its outstanding common stock. Unless otherwise indicated, all share data and per share amounts in these financial statements have been retroactively adjusted to reflect the stock split, as well as any stock splits that occurred in periods prior to March 6, 2014. Upon the closing of the IPO on March 25, 2014, all of the outstanding shares of the Company’s redeemable convertible preferred stock were converted into 12,115,183 shares of its common stock. As of December 31, 2014, the Company does not have any redeemable convertible preferred stock issued or outstanding. At-the-Market Facility In May 2016, the Company established an at-the-market equity offering program pursuant to which it was able to offer and sell up to $75.0 million its common stock at the then current market prices from time to time. In September 2016, the Company commenced sales under this program. During the years ended December 31, 2017 and 2016, the Company sold 465,615 and 615,293 shares of common stock, respectively, under this program with net proceeds (after deducting commissions and other offering expenses) of $6.4 million and $5.7 million, respectively. From January 1, 2018 through March 12, 2018, the Company sold 694,306 shares of common stock under the at-the-market offering program with net proceeds (after deducting commissions and other offering expenses) of $10.5 million. Equity Plans On February 28, 2014, the Company’s Board of Directors adopted its 2014 Incentive Plan (the “2014 Plan”) and its 2014 Employee Stock Purchase Plan (the “ESPP”), which were subsequently approved by its stockholders and became effective upon the closing of the Company’s initial public offering on March 25, 2014. The 2014 Plan replaced the 2008 Equity Incentive Plan (as amended, the “2008 Plan”); however, options or other awards granted under the 2008 Plan prior to the adoption of the 2014 Plan that have not been settled or forfeited remain outstanding and effective. In May 2016 the Company’s Board of Directors approved an inducement award program that was separate from the Company’s equity plans and which, consistent with NASDAQ Listing Rule 5635(c)(4), did not require shareholder approval (the “2016 Inducement Award Program”). In 2017, the Company authorized the issuance of up to 700,000 shares for new hires under the 2016 Inducement Award Program, of which 525,500 stock options were granted during the year. At December 31, 2017, 508,500 stock options granted in 2017 under the 2016 Inducement Award Program remain eligible to vest. The 2014 Plan allows for the granting of stock options, stock appreciation rights (SARs), restricted stock, unrestricted stock, restricted stock units (RSUs), performance awards and other awards convertible into or otherwise based on shares of our common stock. Dividend equivalents may also be provided in connection with an award under the 2014 Plan. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2014 Plan. The Company initially reserved 1,785,000 shares of its common stock for the issuance of awards under the 2014 Plan. The 2014 Plan provides that the number of shares reserved and available for issuance under the 2014 Plan will automatically increase annually on January 1 st st st The ESPP provides for the issuance of options to purchase shares of the Company’s common stock to participating employees at a discount to their fair market value. The maximum aggregate number of shares of common stock available for purchase pursuant to the exercise of options granted under the ESPP will be the lesser of (a) 262,500 shares, increased on each anniversary of the adoption of the ESPP by one percent (1%) of the total shares of common stock then outstanding (the “ESPP Evergreen Provision”) and (b) 739,611 shares (which is equal to five percent (5%) of the total shares of common stock outstanding on the date of the adoption of the ESPP on a fully diluted, as converted basis. Under the ESPP, each offering period is six months, at the end of which employees may purchase shares of common stock through payroll deductions made over the term of the offering. The per-share purchase price at the end of each offering period is equal to the lesser of eighty-five percent (85%) of the closing price of our common stock at the beginning or end of the offering period. Shares Reserved for Future Issuance The Company has reserved for future issuance the following number of shares of common stock: December 31, 2017 December 31, 2016 Common stock options and RSU's outstanding (1) 4,388,752 3,579,694 Shares available for issuance under the 2014 Plan (2) 1,790,600 1,140,328 Warrant to purchase common stock 509,611 — Shares available for issuance under the ESPP (3) 652,290 803,105 Total 7,341,253 5,523,127 (1) Includes awards granted under the 2014 Plan and the 2016 Inducement Award Program. (2) On January 1, 2018, January 1, 2017 and January 1, 2016, the shares reserved for future grants under the 2014 Plan increased by 1,575,329, 1,265,863 and 986,800 shares, respectively, pursuant to the 2014 Plan Evergreen Provision. On December 19, 2017, the Company’s Board of Directors approved 750,000 shares to become available for issuance effective January 1, 2018 under the 2016 Inducement Award Program. As these shares are not available for issuance as of year-end, they have been excluded from the table above. (3) On February 28, 2017 and February 28, 2016, the shares reserved for future issuance under the ESPP increased by 0 and 273,404 shares, respectively, pursuant to the ESPP Evergreen Provision. Stock-Based Compensation Stock Options On February 21, 2017, as part of the Company’s annual grant of equity, the Company issued 719,400 stock options to employees. In addition, the Company issues stock options to new hires and occasionally to other employees not in connection with the annual grant process. Options granted by the Company vest over periods of between 12 and 48 months, subject, in each case, to the individual’s continued service through the applicable vesting date. Options vest in installments of (i) 25% at the one year anniversary and (ii) in either 36 or 48 equal monthly installments beginning in the thirteenth month after the initial vesting commencement date or 12 equal quarterly installments beginning on the first day of each calendar quarter after the initial vesting commencement date or grant date, subject to the individual’s continuous service with the Company. Options generally expire ten years after the date of grant. The Company recorded approximately $6.5 million and $4.7 million of stock-based compensation expense related to stock options during 2017 and 2016, respectively. The assumptions used in the Black-Scholes pricing model to estimate the grant date fair value of options granted to employees are as follows: Year ended December 31, 2017 2016 2015 Risk-free interest rate 1.81% - 2.27% 1.16% - 2.03% 1.44% - 1.95% Dividend yield 0.00% 0.00% 0.00% Volatility 78.57% - 85.81% 64.78% - 82.40% 62.47% - 81.25% Expected term (years) 5.51 - 6.25 5.51 - 6.25 5.51 - 6.25 The following table summarizes the Company’s stock option activity for the year ended December 31, 2017: Shares Weighted-Average Exercise Price Weighted-Average Contractual Life (in years) Aggregate Intrinsic Value Outstanding, December 31, 2016 3,148,006 $ 8.93 $ 10,437,947 Granted 1,332,400 $ 11.95 Exercised (291,439 ) $ 5.28 $ 2,689,563 Forfeited (528,953 ) $ 14.80 $ 1,502,894 Expired/cancelled — Outstanding, December 31, 2017 3,660,014 $ 9.47 8.00 $ 21,932,858 Options exercisable, December 31, 2017 1,574,788 $ 7.62 6.85 $ 12,971,099 Expected to vest, December 31, 2017 2,085,226 $ 10.88 The weighted-average grant date fair values of options granted in the years ended December 31, 2017, 2016, and 2015 were $8.47, $5.22, and $6.07 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2017, 2016, and 2015 were $2.7 million, $0.6 million, and $2.0 million, respectively. The fair value of options that vested during the years ended December 31, 2017, 2016, and 2015 were $5.6 million, $4.6 million, and $3.2 million, respectively. As of December 31, 2017, there was approximately $13.0 million of unrecognized compensation cost related to stock options under the Company’s 2014 Plan or made pursuant to the 2016 Inducement Award Program, which is expected to be recognized over a weighted average period of 2.72 years. Restricted Stock On December 23, 2013, the Company issued 450,224 shares of restricted stock to employees and 79,067 shares of restricted stock to non-employees at a grant date fair value of $7.42 per share. The aggregate grant date fair value for the shares of restricted stock issued on December 23, 2013 totaled approximately $3.9 million. The awards of restricted stock contained a performance condition wherein the vesting commencement day was contingent upon the Company’s consummation of a liquidity event, as defined, prior to the fifth anniversary of the date of grant. Certain of the awards of restricted stock had a requisite service period that was complete upon grant. The remainder of the awards of restricted stock had a requisite service period of four years whereby the award vested 25% on the one year anniversary of a specified vesting commencement date, then ratably on the first day of each calendar quarter for 12 quarters, subject to continuous service by the individual and achievement of the performance target. Due to the nature of the performance condition, the Company had concluded that the performance condition was not probable of achievement and therefore, recognition of compensation cost had been deferred until the occurrence of a liquidity event, as defined. The Company records stock-based compensation expense for restricted stock awards based on the grant date fair value for employees and the reporting date and upon vesting fair value for non-employees. The fair value of the award is considered the intrinsic value as of each measurement date. Compensation expense related to the restricted stock awards is being recognized over the associated requisite service period which commenced on March 25, 2014. The Company recorded approximately $0.2 million and $0.3 million of stock-based compensation expense related to restricted stock during 2017 and 2016, respectively, of which approximately $132,154 and $3,000 was as a result of mark to market adjustments related to non-employees. The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2017: Shares Weighted-Average Grant Date Fair Value Restricted shares as of December 31, 2016 92,972 $ 8.08 Granted — Vested (90,566 ) $ 8.56 Forfeited (2,406 ) $ 7.42 Restricted shares as of December 31, 2017 - $ - As of December 31, 2017, there was approximately $0 of unrecognized compensation cost related to the restricted stock awards granted on December 23, 2013 with a performance condition. The recognition of the compensation cost for these awards did not begin until the closing of the initial public offering on March 25, 2014. Restricted Stock Units On February 21, 2017, as part of the Company’s annual grant of equity, the Company issued 423,650 RSUs to employees. In addition, the Company occasionally issues RSUs not in connection with the annual grant process to employees. 100% of each RSU grant vests on either the first or the third anniversary of the grant date, subject, in each case, to the individual’s continued service through the applicable vesting date. The expense recognized for these awards is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted and recognized on a straight-line basis over the vesting period. The Company recorded approximately $2.0 million and $0.8 million of stock-based compensation expense related to the RSUs in 2017 and 2016, respectively. A following table summarizes the Company’s RSU activity for the year ended December 31, 2017: Shares Weighted-Average Grant Date Fair Value Unvested balance, December 31, 2016 431,688 $ 7.96 Granted 449,900 $ 10.34 Vested (26,000 ) $ 7.70 Forfeited (126,850 ) $ 8.96 Outstanding, December 31, 2017 728,738 $ 9.26 As of December 31, 2017, there was approximately $4.0 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted average period of 1.91 years. Employee Stock Purchase Plan T Compensation Expense Summary The Company has recognized the following compensation cost related to share-based awards: Years ended December 31, 2017 2016 2015 (in thousands) Research and development $ 6,496 $ 2,136 $ 2,079 General and administrative 5,784 3,689 2,635 Total $ 12,280 $ 5,825 $ 4,714 Compensation expense by type of award: Years ended December 31, 2017 2016 2015 (in thousands) Stock options $ 6,512 $ 4,674 $ 3,660 Restricted stock 158 266 909 Restricted stock units 2,021 780 62 Employee stock purchase plan 176 105 83 Warrant 3,413 — — Total $ 12,280 $ 5,825 $ 4,714 |