Stock-Based Compensation | 12. 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. The total number of shares of common stock that may be issued under the 2013 Plan was 1,847,416 shares as of December 31, 2014 of which 347,042 shares remained available for future grant at December 31, 2014. In April and June 2015, the Company effected an increase in the number of shares of common stock reserved for issuance under the 2013 Plan from 1,847,416 shares to 3,520,396 shares. In October 2015, the 2013 Plan was replaced and the remaining 54,510 shares available for future grant was transferred to the new plan. 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 year ended December 31, 2015, under the 2013 Plan, 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. During the year ended December 31, 2014, the Company granted to employees and directors 242,247 shares of restricted common stock and options to purchase 1,097,661 shares of common stock. During the year ended December 31, 2015, under the 2013 Plan, the Company granted to non-employees no shares of restricted common stock and options to purchase no shares of common stock. During the year ended December 31, 2014, the Company granted to non-employees 99,326 shares of restricted common stock and options to purchase 6,511 shares of common stock. 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. The 2015 Stock Option Plan replaced the Company’s 2013 Stock Option and Grant Plan (the “2013 Plan”). The Company will grant no future stock options or other awards under the 2013 Stock Option Plan. Any options or awards outstanding under the 2013 Stock Option Plan remained outstanding and effective. Vesting periods are determined at the discretion of the board of directors, the compensation committee of the board of directors or a similar committee performing the functions of the compensation committee and which is comprised of not less than two non-employee directors who are independent. 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. The total number of shares that may be issued under the 2015 Plan was 1,431,867, of which 1,347,188 shares remained available for future grant as of December 31, 2015. 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 will be added back to the shares of common stock available for issuance under the 2015 Plan. During the year ended December 31, 2015, under the 2015 Plan, the Company granted to employees and directors no shares of restricted common stock and options to purchase 75,698 shares of common stock. 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. As of December 31, 2015 there was no activity under the ESPP. Stock Option Valuation The fair value of each option granted to employees and directors during the years ended December 31, 2015, and 2014, under the Company’s stock option plans has been calculated on the date of grant using the following assumptions: Year Ended December 31, 2015 2014 Expected dividend yield — — Expected volatility 72 - 87% 71 - 78% Risk free interest rate 1.6 - 2.4% 1.7 - 2.7% Expected term 5.6 - 9.0 years 5.5 - 10 years There were no options granted during the period from inception (June 20, 2013) to December 31, 2013. Expected dividend yield: The Company has not paid and does not anticipate paying any dividends in the foreseeable future. Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. Expected volatility: As the Company has only been a public company since October 2015, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies. Expected term (in years): Expected term represents the period that the Company’s share option grants are expected to be outstanding. As the Company has only been a public company since October 2015, there is not sufficient historical term data to calculate the expected term of the options. Therefore, the Company elected to utilize the “simplified” method to estimate the expected term of option grants issued to employees. Under this approach, the weighted average expected life is presumed to be the average of the vesting term and the contractual term of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. The Company estimates forfeitures based on historical analysis of actual stock option forfeitures. For options granted to nonemployees, the expected life of the option used is ten years, which is the contractual term of each such option. All other assumptions used to calculate the grant date fair value are generally consistent with the assumptions used for options granted to employees. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2013: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2013 — — Granted 1,104,172 $ 0.53 Outstanding as of December 31, 2014 1,104,172 $ 0.53 9.7 $ 67 Granted 2,014,403 $ 4.49 Exercised (12,572 ) $ 0.38 Cancelled or forfeited (8,981 ) $ 0.38 Outstanding as of December 31, 2015 3,097,022 $ 3.11 9.2 $ 25,618 Options vested and expected to vest as of December 31, 2015 3,097,022 $ 3.11 9.2 $ 25,618 Options exercisable as of December 31, 2015 475,088 $ 1.35 8.9 $ 4,716 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 December 31, 2015. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2015 and 2014, was $4.49 and $0.53 per share, respectively. As of December 31, 2015 and 2014, there were outstanding unvested service-based stock options held by non-employees for the purchase of 3,527 and 5,155 shares of common stock, respectively. Until April 2015, the Company had been obligated to issue additional stock options to purchase shares of the Company's common stock to certain executives of the Company such that these executives would maintain their potential stock ownership in the event that the Company granted additional shares of Series A preferred stock. In connection with the Company's issuance of Series A preferred stock in February 2015, the Company granted stock options in April 2015 for the purchase of 102,086 shares of common stock to those executives. 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 since December 31, 2014: Number of Shares Weighted Average Grant Date Fair Value Unvested restricted common stock at inception (June 20, 2013) — $ — Issued 140,157 $ 0.53 Vested (2,276 ) $ 0.53 Unvested restricted common stock at December 31, 2013 137,881 $ 0.53 Issued 341,573 $ 0.53 Vested (269,167 ) $ 0.53 Unvested restricted common stock at December 31, 2014 210,287 $ 0.53 Issued 35,788 $ 3.57 Vested (92,858 ) $ 1.14 Unvested restricted common stock at December 31, 2015 153,217 $ 0.87 The total fair value of restricted common stock vested during the years ended December 31, 2015 and 2014, and the period from inception (June 20, 2013) to December 31, 2013 was $286, $157 and $1 respectively. Stock-Based Compensation Stock-based compensation expense related to stock options and restricted common stock was classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, Period from Inception (June 20, 2013) to December 31, 2015 2014 2013 Research and development $ 664 $ 46 $ 4 General and administrative 669 40 — $ 1,333 $ 86 $ 4 As of December 31, 2015, total unrecognized compensation cost related to the unvested awards was $5,537, which is expected to be recognized over a weighted average period of 3.3 years. |