Stock-Based Compensation | 9. Stock-Based Compensation 2013 Stock Plan The Company’s 2013 Stock Plan, as amended, (the “2013 Plan”) provides for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company. The 2013 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of stock option may not be greater than ten years. Vesting periods are determined at the discretion of the board of directors. Stock options granted to employees and directors typically vest over four years. Stock options granted to non-employees typically vest over periods ranging from two years to four years, depending on the period during which the services are provided. The Company measures and records the value of options granted to non-employees over the period of time services are provided and, as such, unvested portions are subject to remeasurement at subsequent reporting periods. During the nine months ended September 30, 2015, the Company granted to employees and directors 35,788 shares of restricted common stock and options to purchase 1,938,705 shares of common stock under the 2013 Plan. The total number of shares that may be issued under the 2013 Plan was 3,520,396 shares as of September 30, 2015, of which 54,510 shares remained available for future grant. 2015 Stock Option and Incentive Plan On September 2, 2015, the Company’s stockholders approved the 2015 Stock Option and Incentive Plan (the “2015 Plan”), which became effective October 21, 2015. The 2015 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, performance share awards, cash-based awards and other stock-based awards. 1,422,886 shares were initially reserved for issuance under the 2015 Plan. The number of shares of common stock that may be issued under the 2015 Plan will automatically increase on each January 1, beginning on January 1, 2016 and ending on January 1, 2020, equal to the lesser of (i) 4% of the shares of the Company’s common stock outstanding on the immediately preceding December 31 or (ii) an amount determined by the Company’s board of directors or the compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, canceled, repurchased or are otherwise terminated by the Company under the 2015 Plan and the 2013 Plan will be added back to the shares of common stock available for issuance under the 2015 Plan. 2015 Employee Stock Purchase Plan On September 2, 2015, the Company’s stockholders approved the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective October 27, 2015. A total of 256,585 shares of common stock were reserved for issuance under this plan. In addition, the number of shares of common stock that may be issued under the ESPP will automatically increase on each January 1, beginning on January 1, 2017 and ending on January 1, 2021, equal to the lesser of (i) 256,585 shares of common stock, (ii) 1% of the Company’s shares of common stock outstanding on the immediately preceding December 31 or (iii) an amount determined by the Company’s board of directors or the compensation committee of the board of directors. During the nine months ended September 30, 2015, the Company did not grant to non-employees any stock-based awards. Stock Option Valuation The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors during the nine months ended September 30, 2015 were as follows, presented on a weighted average basis: 1.76% risk-free interest rate; 6.00-year expected term; 72.98% expected volatility; and no dividend yield. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2014: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2014 1,104,172 $ 0.53 9.7 $ 67 Granted 1,938,705 $ 4.06 Exercised (12,572 ) $ 0.38 Cancelled or forfeited (8,981 ) $ 0.38 Outstanding as of September 30, 2015 3,021,324 $ 2.80 9.4 $ 22,359 Options vested and expected to vest as of September 30, 2015 3,021,324 $ 2.80 9.4 $ 22,359 Options exercisable as of September 30, 2015 311,081 $ 1.24 9.0 $ 2,788 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock at September 30, 2015. The weighted average grant-date fair value of stock options granted during the three and nine months ended September 30, 2015 was $4.91 and $4.06 per share, respectively. As of September 30, 2015, there were outstanding unvested service-based stock options held by non-employees for the purchase of 3,934 shares of common stock. Restricted Common Stock The Company has granted restricted common stock with time-based vesting conditions. Unvested shares of restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the time-based vesting conditions of each award. The following table summarizes the Company’s restricted common stock activity: Number of Shares Weighted Average Grant Date Fair Value Unvested restricted common stock at December 31, 2014 210,287 $ 0.53 Issued 35,788 $ 3.57 Vested (72,067 ) $ 1.37 Unvested restricted common stock at September 30, 2015 174,008 $ 0.86 The total fair value of restricted common stock vested during the nine months ended September 30, 2015 was $295. Stock-Based Compensation Stock-based compensation expense related to stock options and restricted common stock was classified in the condensed statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 318 $ 14 $ 487 $ 32 General and administrative 232 9 399 17 $ 550 $ 23 $ 886 $ 49 As of September 30, 2015, total unrecognized compensation cost related to the unvested awards was $5,108, which is expected to be recognized over a weighted average period of 3.5 years. |