Stock Based Compensation | 3 Months Ended |
Mar. 31, 2015 |
Stock-Based Compensation | |
Stock-Based Compensation | |
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6.Stock-Based Compensation |
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Effective July 2013, the Company adopted the 2013 Equity Incentive Plan, which was amended in November 2013 (the “2013 Plan”). The 2013 Plan provided for the granting of incentive stock options, non-statutory stock options and the issuance of restricted stock awards. As of March 31, 2015, the Company reserved for 1,544,615 shares of common stock authorized for issuance in connection with the 2013 Plan. 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. 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 Equity Incentive Plan. |
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The Company adopted a 2014 Equity Incentive Plan (the “2014 Plan”) that became effective on July 30, 2014 and serves as the successor to the 2013 Plan. The 2014 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 1,591,106 shares of its common stock to be issued under the 2014 Plan of which 990,847 shares were available for future issuance as of March 31, 2015. Shares will increase automatically on January 1 of each of 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. The 2014 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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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 Equity Incentive Plan’s early exercise feature, the Company could be required to repurchase 10,156 shares as of March 31, 2015. The Company records cash received from early exercised shares as a liability. As of March 31, 2015, $37,000 has been recorded as a liability and included in accrued expenses. |
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The following table summarizes stock option activity under the 2014 Plan for the period from January 1, 2015 through March 31, 2015: |
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| | | | | | Average | | | |
| | | | Weighted- | | Remaining | | Aggregate | |
| | Number | | Average | | Contractual | | Intrinsic Value | |
| | of Shares | | Exercise Price | | Term (in years) | | (in thousands) | |
Outstanding at January 1, 2015 | | 2,011,005 | | $ | 6.75 | | 9.47 | | $ | 11,375 | |
Granted | | 35,225 | | 12.38 | | | | | |
Exercised | | — | | — | | | | | |
Cancelled | | — | | — | | | | | |
Forfeited | | (16,188 | ) | 13.67 | | | | | |
Outstanding at March 31, 2015 | | 2,030,042 | | $ | 6.79 | | 9.23 | | $ | 12,304 | |
Vested and expected to vest at March 31, 2015 | | 1,946,254 | | $ | 6.74 | | 9.23 | | $ | 11,896 | |
Exercisable at March 31, 2015 | | 659,423 | | $ | 3.4 | | 8.92 | | $ | 6,037 | |
Weighted-average grant date fair value of options granted during the three months ended March 31, 2015 | | $ | 9.09 | | | | | | | |
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As of March 31, 2015, there was $13.3 million of total unrecognized compensation expense related to options granted but not yet vested of which $3.1 million is attributable to non-employee awards and subject to re-measurement until vested. The total unrecognized compensation expense of $13.3 million will be recognized as expense over a weighted-average period of 3.24 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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| | Three Months | | | | | | | | | | |
Ended | | | | | | | | | |
March 31, 2015 | | | | | | | | | |
Risk-free interest rate | | 1.59 | % | | | | | | | | | |
Expected dividend yield | | 0.00 | % | | | | | | | | | |
Expected stock price volatility | | 88.20 | % | | | | | | | | | |
Expected term of options (in years) | | 6.04 | | | | | | | | | | |
Expected forfeiture rate | | 6.59 | % | | | | | | | | | |
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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 Staff Accounting Bulletin 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 6.59%, based on historical forfeiture experience of its various employee groups. | | | | | | | | | |
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| · | | Estimated fair value of the Company’s stock-based awards: 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 | | Three Months | | | | | | |
Ended March 31, | Ended March 31, | | | | | |
2015 | 2014 | | | | | |
Research and development | | $ | 462 | | $ | 44 | | | | | | |
General and administrative | | 587 | | 20 | | | | | | |
| | $ | 1,049 | | $ | 64 | | | | | | |
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