Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 5 | Stock-Based Compensation | | | | | | | | | | | | | | | |
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2014 Stock Option Plan |
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On July 2, 2014, the Company’s stockholders approved the 2014 Stock Option and Incentive Plan (the “2014 Stock Option Plan”), which became effective upon the completion of the IPO. The 2014 Stock Option Plan provides for the grant of restricted stock awards, incentive stock options, non-statutory stock options, among others. The 2014 Stock Option Plan replaced the Company’s 2011 Stock Option and Grant Plan (the “2011 Stock Option Plan”). The Company will grant no further stock options or other awards under the 2011 Stock Option Plan. Any options or awards outstanding under the 2011 Stock Option Plan remained outstanding and effective. As of March 31, 2015, the total number of shares reserved under all equity plans is 4,240,053 and the Company had 1,459,354 shares available for future issuance under such plans. |
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The 2014 Stock Option Plan provides for an annual increase, to be added on the first day of each fiscal year, by up to 4% of the Company’s issued and outstanding shares of common stock on the immediately preceding December 31. On January 1, 2015, 773,779 shares of common stock, representing 3% of the Company’s issued and outstanding shares of common stock as of December 31, 2014, were added to the 2014 Stock Option Plan. Such shares are included in the equity plan totals specified in the paragraph above. |
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2014 Employee Stock Purchase Plan |
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On July 2, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan. A total of 282,000 shares of common stock were initially authorized for issuance under this plan. The 2014 Employee Stock Purchase Plan became effective upon the completion of the IPO. As of March 31, 2015, no shares have been issued under this plan. |
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Stock-Based Compensation |
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Terms of restricted stock awards and stock option agreements, including vesting requirements, are determined by the Compensation Committee of the Board of Directors or the Board of Directors, subject to the provisions of the applicable stock option plan. Options and restricted stock awards granted by the Company generally vest based on the grantee’s continued service with the Company during a specified period following grant. Awards generally vest ratably over four years, with a 25% cliff vesting at the one year anniversary for new employee awards. During 2013, the Company also granted a pool of option awards which vest ratably over one year. During the three months ended March 31, 2015, the Company granted options to purchase 497,100 shares of common stock to employees, which contain performance-based vesting criteria. Performance-based vesting criteria for these options primarily relate to milestone events specific to the Company’s corporate goals, including but not limited to certain clinical and regulatory development milestones related to the Company’s product candidates. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement using management’s best estimates. As of March 31, 2015, no performance-based milestones had been achieved, achievement of the milestones was not deemed probable and no expense has been recognized related to these awards. |
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All awards are exercisable from the date of grant for a period of ten years. |
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The stock-based compensation expense recognized during the three months ended March 31, 2015 and 2014 was as follows: |
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| | Three Months Ended March 31, | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | |
Stock compensation expense: | | | | | | | | | | | | | | | | |
Research and development | | $ | 523 | | | $ | 106 | | | | | | | | | |
General and administrative | | | 826 | | | | 54 | | | | | | | | | |
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| | $ | 1,349 | | | $ | 160 | | | | | | | | | |
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For stock option awards, the fair value of the options is estimated at the grant date using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which options are granted. The fair value of the options is amortized on a straight-line basis over the requisite service period of the awards. The weighted average grant date exercise price per share relating to outstanding stock options granted under the Company’s stock option plans during the three months ended March 31, 2015 and 2014 was $38.28 and $4.64, respectively. The weighted average Black-Scholes value per share relating to outstanding stock options granted under the Company’s stock option plans during the three months ended March 31, 2015 was $28.76. |
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The fair value of each option granted to employees and directors during the three months ended March 31, 2015 and 2014 under the Company’s stock option plans has been calculated on the date of grant using the following weighted average assumptions: |
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Black-Scholes Assumptions: |
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| | Three Months Ended | | | Three Months Ended | | | | | | | | | |
31-Mar-15 | 31-Mar-14 | | | | | | | | |
Expected dividend yield | | | 0 | % | | | 0 | % | | | | | | | | |
Expected volatility | | | 93 | % | | | 99.85 | % | | | | | | | | |
Risk free interest rate | | | 1.46 | % | | | 1.98 | % | | | | | | | | |
Expected term | | | 5.89 years | | | | 5.98 years | | | | | | | | | |
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Expected dividend yield: The Company has not paid and does not anticipate paying any dividends in the foreseeable future. |
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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. |
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Expected volatility: As the Company has only been a public company since July 2014, 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. |
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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 July 2014, 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. |
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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 termination behavior. For the three months ended March 31, 2015 and 2014, a forfeiture rate of 10% was applied. |
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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. |
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The table below summarizes activity related to stock options: |
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| | Shares | | | Weighted-Average | | | Weighted-Average | | | Aggregate Intrinsic | |
Exercise Price | Remaining Life | Value |
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Outstanding as of December 31, 2014 | | | 1,996,615 | | | $ | 7.01 | | | | 8.98 | | | $ | 59,362 | |
Granted | | | 904,475 | | | | 38.28 | | | | | | | | | |
Exercised | | | (39,594 | ) | | | 3.72 | | | | | | | | 1,756 | |
Forfeited | | | (80,797 | ) | | | 26.01 | | | | | | | | 1,595 | |
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Outstanding as of March 31, 2015 | | | 2,780,699 | | | $ | 16.67 | | | | 9.07 | | | $ | 93,152 | |
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Vested or expected to vest as of March 31, 2015 | | | 2,462,001 | | | $ | 15.89 | | | | 9.04 | | | $ | 84,546 | |
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Exercisable as of March 31, 2015 | | | 458,113 | | | $ | 1.06 | | | | 8.44 | | | $ | 22,370 | |
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As of March 31, 2015, the Company had unrecognized stock-based compensation expense related to its unvested stock option awards of $17,223, which is expected to be recognized over the remaining weighted average vesting period of 3.01 years. The total fair value of shares vested for the three months ended March 31, 2015 and 2014 was $380 and 81, respectively. During the three months ended March 31, 2015 and 2014, stock option exercises resulted in proceeds of $147 and $2, respectively. The intrinsic value of stock options exercised during the three months ended March 31, 2015 and 2014 was $1,756 and $30, respectively. |
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Restricted Stock Awards |
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The Company granted restricted stock awards to certain officers, employees, directors, and consultants of the Company. During the three months ended March 31, 2015 and 2014, the Company recorded $82 and $22, respectively, of stock-based compensation expense related to its restricted stock. |
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The table below summarizes activity relating to restricted stock: |
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| | Shares | | | Weighted Average | | | | | | | | | |
Grant Date Fair | | | | | | | | |
Value Per Share | | | | | | | | |
Outstanding as of December 31, 2014 | | | 170,832 | | | $ | — | | | | | | | | | |
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Issued | | | — | | | | — | | | | | | | | | |
Vested | | | (33,175 | ) | | | — | | | | | | | | | |
Forfeited | | | — | | | | — | | | | | | | | | |
Repurchased | | | — | | | | — | | | | | | | | | |
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Outstanding as of March 31, 2015 | | | 137,657 | | | | — | | | | | | | | | |
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As of March 31, 2015 and 2014, the Company had unrecognized stock-based compensation expense related to its unvested restricted stock awards of $266 and $123, respectively, which is expected to be recognized over the remaining weighted average vesting period of 0.91 years and 1.9 years, respectively. |
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Unvested shares are subject to repurchase by the Company, at the issuance price, upon the employee’s termination at the Company’s sole discretion. No shares of restricted stock were repurchased in the three months ended March 31, 2015. |