Capital Stock, Redeemable Convertible Preferred Stock, and Stockholders' (Deficit) Equity | 9 Months Ended |
Sep. 30, 2014 |
Capital Stock, Redeemable Convertible Preferred Stock, and Stockholders' (Deficit) Equity | ' |
Capital Stock, Redeemable Convertible Preferred Stock, and Stockholders' (Deficit) Equity | ' |
5. Capital Stock, Redeemable Convertible Preferred Stock, and Stockholders’ (Deficit) Equity |
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Capitalization |
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As of December 31, 2013, the Company’s amended and restated certificate of incorporation reflected the following authorized shares: 15,031,954 shares of capital stock, consisting of 9,375,000 shares of common stock, par value of $0.0001 per share, and 5,656,954 shares of preferred stock, par value of $0.0001 per share of which (i) 5,156,250 shares are designated Series A Redeemable Convertible Preferred Stock (“Series A”) and (ii) 500,704 shares are designated Series A-1 Redeemable Convertible Preferred Stock (“Series A-1”). |
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On July 21, 2014, the Company amended and restated its certificate of incorporation to reflect the following authorized share increases: 31,010,691 shares of capital stock, consisting of 22,187,500 shares of common stock, par value of $0.0001 per share, and 8,823,191 shares of preferred stock, par value of $0.0001 per share of which (i) 5,156,250 shares are designated Series A Redeemable Convertible Preferred Stock, (ii) 500,704 shares are designated Series A-1 Redeemable Convertible Preferred Stock and (iii) 3,166,237 shares are designated Series B Redeemable Convertible Preferred Stock. |
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On August 7, 2014, in connection with its initial public offering, the Company amended and restated its certificate of incorporation to reflect the following authorized share increases: 130,000,000 shares of capital stock, consisting of 125,000,000 shares of common stock, par value $0.0001 per share and 5,000,000 shares of preferred stock, par value $0.0001 per share. |
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On June 28, 2013 and July 3, 2013, the Company issued 452,896 shares of common stock to its co-founders. The shares of common stock issued to two of these co-founders, aggregating 264,190 shares, were subject to vesting pursuant to restricted stock agreements, with 25% of such shares vesting on July 3, 2014 and the remaining 75% vesting in equal monthly installments over a three-year period thereafter. The estimated grant-date fair value of these restricted shares was de minimis. |
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On July 3, 2013, the Company entered into a stock purchase agreement, which was subsequently amended on September 19, 2013, pursuant to which the Company agreed to sell to certain investors, upon the satisfaction of certain conditions, up to 2,812,497 shares of Series A. The initial closing occurred on July 3, 2013 and 1,562,500 shares of Series A were issued. The remaining 1,249,997 shares were issued on September 19, 2013. Upon completing the July and September closings, the Company received net proceeds of approximately $17.8 million. Additionally on July 3, 2013, the Company issued 500,704 shares, with an estimated fair value of approximately $7.0 million, of Series A-1 to Array in connection with entering into a collaboration agreement (see Note 6). The estimated fair value of these shares has been recognized as research and development expense-related party in the accompanying unaudited condensed statements of operations. |
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On February 28, 2014, the Company filed with the United States Food and Drug Administration an Investigational New Drug Application for a tyrosine kinase inhibitor targeted to the TRK family of receptors. As a result and in accordance with the provisions of the stock purchase agreement entered into on July 3, 2013, the Company issued 2,343,753 shares of Series A at a price of $6.40 per share and received net proceeds of $15.0 million on March 18, 2014. |
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On April 24, 2014 and June 24, 2014, the Company entered into stock purchase agreements pursuant to which the Company agreed to sell 2,664,343 and 501,890 shares, respectively, of Series B, $0.0001 par value, at a purchase price of $8.9661 per share. Upon completing the April and June offerings, the Company received gross proceeds of approximately $28.4 million. |
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As previously discussed in Note 1, the Company completed its initial public offering in August 2014. As part of that offering, all of the Company’s outstanding convertible preferred stock was converted into an aggregate total of 9,932,042 shares of common stock. |
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2013 Equity Incentive Plan |
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Effective July 2, 2013, the Company adopted the 2013 Equity Incentive Plan, which was amended in November 2013 (the 2013 “Plan”). The 2013 Plan provides for the granting of incentive stock options, non-statutory stock options and the issuance of restricted stock awards. As of December 31, 2013 and September 30, 2014, there were 905,796 and 1,544,615 shares, respectively, of common stock authorized for issuance in connection with the Plan, of which there were 224,734 and 0 shares available for future issuance, respectively. |
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Incentive options may be granted to employees, including members of the Board. Non-statutory stock options and purchase rights are granted to employees and consultants of the Company, including members of the Board and advisory board members. The terms of the stock option agreements, including the purchase price per share payable upon exercise of the non-statutory options, are determined by the Board. The exercise price of the incentive options shall not be less than the fair market value per share of common stock on the date of grant. The maximum term of the options granted is ten years, unless an employee owns more than 10% of the total combined voting power of all classes of stock of the Company. |
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Certain options are eligible for exercise prior to vesting. Exercised but unvested shares are subject to repurchase by the Company at the initial exercise price. The proceeds from the shares subject to repurchase are classified as a liability and reclassified to equity as the shares vest. Under the 2013 Plan’s early exercise feature, the Company could be required to repurchase 10,166 shares at $3.65 per share as of September 30, 2014. The Company records cash received from early exercised shares as a liability. As of September 30, 2014, $37,000 has been recorded as a liability and included in accrued expenses. In connection with the Company’s initial public offering, no further grants will be made under this plan and all remaining shares available for grant were transferred to the 2014 Incentive Plan. |
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2014 Equity Incentive Plan |
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The Company adopted a 2014 Equity Incentive Plan that became effective on July 30, 2014 and serves as the successor to the 2013 Equity Incentive Plan. The 2014 Equity Incentive Plan provides for the grant of awards to employees, directors, consultants, independent contractors and advisors, provided the consultants, independent contractors, directors and advisors are natural persons that render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options must be at least equal to the fair market value of our common stock on the date of grant. |
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The Company has reserved 1,092,085 shares of its common stock to be issued under the 2014 Equity Incentive Plan of which 1,013,960 shares were available for future issuance as of September 30, 2014. Shares will increase automatically on January 1 of each year from 2015 through 2024 by the number of shares equal to 3.0% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31. The Company’s Board may reduce the amount of the increase in any particular year. |
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The 2014 Equity Incentive Plan authorizes the award of stock options, restricted stock awards, or RSAs, stock appreciation rights, or SARs, restricted stock units, or RSUs, performance awards and stock bonuses. |
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The following table summarizes stock option activity under the 2013 and 2014 Plans for the period from December 31, 2013 through September 30, 2014: |
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| | | | | | Average | | | |
| | | | Weighted- | | Remaining | | Aggregate | |
| | Number | | Average | | Contractual | | Intrinsic value | |
| | of Shares | | Exercise Price | | Term (in years) | | (in thousands) | |
Outstanding at December 31, 2013 | | 681,056 | | $ | 1.18 | | 9.92 | | | |
Granted | | 941,667 | | 5 | | | | | |
Exercised | | (114,818 | ) | 1.45 | | | | | |
Cancelled | | — | | — | | | | | |
Forfeited | | — | | — | | | | | |
Outstanding at September 30, 2014 | | 1,507,905 | | $ | 3.54 | | 9.51 | | $ | 14,358 | |
Vested and expected to vest at September 30, 2014 | | 1,507,905 | | $ | 3.54 | | 9.51 | | $ | 14,358 | |
Exercisable at September 30, 2014 | | 187,835 | | $ | 2.07 | | 9.38 | | $ | 2,077 | |
Weighted-average grant date fair value of options granted during the nine months ended September 30, 2014 | | $ | 9.54 | | | | | | | |
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As of September 30, 2014, there was $10.4 million of total unrecognized compensation expense related to options granted but not yet vested. This amount will be recognized as expense over a weighted-average period of 3.44 years. |
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The Company uses the Black-Scholes option pricing model to estimate the fair value of option awards with the following weighted-average assumptions, which are based on industry comparative information, for the period indicated: |
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| | Nine Months | | | | | | | | | | |
Ended | | | | | | | | | |
September 30, 2014 | | | | | | | | | |
Risk-free interest rate | | 2.02 | % | | | | | | | | | |
Expected dividend yield | | 0 | % | | | | | | | | | |
Expected stock price volatility | | 89.28 | % | | | | | | | | | |
Expected term of options (in years) | | 6.66 | | | | | | | | | | |
Expected forfeiture rate | | 0 | % | | | | | | | | | |
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The weighted-average valuation assumptions were determined as follows: |
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· Risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. |
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· Expected annual dividends: The estimate for annual dividends is 0%, because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. |
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· Expected stock price volatility: The expected volatility used is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the Company’s expected term assumption. |
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· Expected term of options: The expected term of options represents the period of time options are expected to be outstanding. The expected term of the options granted to employees is derived from the “simplified” method as described in SAB 107 relating to stock-based compensation. The expected term for options granted to non-employees is equal to the contractual term of the awards. |
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· Expected forfeiture rate: The Company’s estimated annual forfeiture rate was 0%, based on historical forfeiture experience of various employee groups. |
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· The estimated fair value of the Company’s stock-based awards is amortized on a straight-line basis over the awards’ service period for those awards with graded vesting and which contain only a service condition. For awards with graded vesting and a performance and service condition, when achievement of the performance condition is deemed probable, the Company recognizes compensation cost using the accelerated recognition method over the awards’ service period. |
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Share-based compensation expense recognized was as follows (in thousands): |
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| | Three Months | | Nine Months | | | | | | |
Ended September 30, | Ended September | | | | | |
2014 | 30, 2014 | | | | | |
Research and development | | $ | 1,712 | | $ | 2,037 | | | | | | |
General and administrative | | 323 | | 535 | | | | | | |
| | $ | 2,035 | | $ | 2,572 | | | | | | |
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2014 Employee Stock Purchase Plan |
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The Company adopted a 2014 Employee Stock Purchase Plan (“ESPP”) that became effective on July 31, 2014, which was the effective date of the Company’s registration statement. The ESPP provides employees of the Company, including any parent or subsidiary companies that the Board designates from time to time as a corporation that shall participate in the plan, with a means of acquiring an equity interest in the Company and to provide an incentive for continued employment. |
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There are 149,600 shares of common stock reserved for future issuances under the ESPP. Any employee regularly employed by the Company for six months or more on a full-time or part-time basis (20 hours or more per week on a regular schedule) will be eligible to participate in the plan. The ESPP will operate in successive six month offering periods. Each eligible employee who has elected to participate may purchase up to 1,000 shares or $25,000 during each offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first trading day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last trading day of the offering period. The ESPP will continue for a period of ten years from the first purchase date under the plan unless otherwise terminated by the Board. As of November 14, 2014, no commencement date for the first offering period has been approved by the Board or compensation committee and no shares have been issued under the ESPP. |