Stockholders' Equity | 8. Stockholders’ Equity Equity Offering In March 2017, we entered into a sales agreement (the “ATM facility”) with Cowen and Company, LLC (“Cowen”) under which we may offer and sell, in our sole discretion, shares of our common stock, having an aggregate offering price of up to $75.0 million through Cowen, as our sales agent. We will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any common stock sold under the ATM facility. The issuance and sale of these shares by us pursuant to the ATM facility are deemed “at the market” offerings and are available under the Securities Act of 1933, as amended. During the three and nine-months ended September 30, 2017, we sold an aggregate of 655,876 and 1,349,865 shares of common stock, respectively, under the ATM facility, at an average price of approximately $15.55 per share and $14.82 per share, respectively, for gross proceeds of $10.2 million and $20.0 million, respectively and net proceeds of $9.9 million and $19.2 million, respectively, after deducting commissions and other offering expenses. As of September 30, 2017, $55.0 million of common stock remained available to be sold under this facility, subject to certain conditions as specified in the agreement. Equity Incentive Plan Under the terms of the 2014 Equity Incentive Plan (“2014 EIP”), we may grant options, RSAs and RSUs to employees, directors, consultants and other service providers. As of September 30, 2017, a total of 10,310,669 shares of common stock were reserved for issuance under the 2014 Plan, of which 3,921,737 shares were available for future grant and 6,388,932 shares were subject to outstanding options and RSUs. Restricted Stock Units The following is a summary of RSU activity under our 2014 EIP: RSUs Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2016 1,286,262 $ 16.61 Granted 782,413 $ 15.07 Forfeited (50,063 ) $ 15.41 Vested (282,613 ) $ 12.02 Unvested as of September 30, 2017 1,735,999 $ 16.70 Vested and unreleased 17,484 Outstanding as of September 30, 2017 1,753,483 The fair value of RSUs is determined as the closing stock price on the date of grant. The weighted average grant date fair value of RSUs granted was $15.07 and $17.83 for the nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017, there was $22.8 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted average period of 2.8 years. The aggregate intrinsic value of the RSUs outstanding as of September 30, 2017 was $29.0 million. Under our RSU net settlement procedures, we withhold shares at settlement to cover the minimum payroll withholding tax obligations. During the nine months ended September 30, 2017, we settled 290,534 RSUs, of which 51,592 RSUs were net settled by withholding 21,895 shares. The value of the RSUs withheld was $0.4 million, based on the closing price of our common stock on the settlement date. During the nine months ended September 30, 2016, we settled 153,719 RSUs, of which 10,898 RSUs were net settled by withholding 4,251 shares. The value of the RSUs withheld was $75,000, based on the closing price of our common stock on the settlement date. The value of RSUs withheld in each period was remitted to the appropriate taxing authorities and has been reflected as a financing activity in our condensed consolidated statements of cash flows. Stock Options The following is a summary of stock option activity under our 2014 EIP: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2016 3,733,847 $ 24.14 Granted 1,155,900 $ 15.99 Exercised — $ — Forfeited or expired (254,298 ) $ 25.40 Outstanding as of September 30, 2017 4,635,449 $ 22.04 5.3 $ 4,102 Vested and expected to vest as of September 30, 2017 4,635,449 $ 22.04 5.3 $ 4,102 Exercisable as of September 30, 2017 1,887,909 $ 23.77 4.6 $ 1,919 Aggregate intrinsic value represents the difference between the closing stock price of our common stock on September 30, 2017 and the exercise price of outstanding, in-the-money options. As of September 30, 2017, there was $32.6 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 2.6 years. Options for 18,947 shares of our common stock were exercised during the nine months ended September 30, 2016, with an intrinsic value of $0.2 million. No options were exercised during the nine months ended September 30, 2017. As we believe it is more likely than not that no stock option related tax benefits will be realized, we do not record any net tax benefits related to exercised options. The fair value of each option issued was estimated at the date of grant using the Black-Scholes valuation model. The following table summarizes the weighted-average assumptions used as inputs to the Black-Scholes model, and resulting weighted-average grant date fair values of stock options granted to employees during the periods indicated: Nine months ended September 30, 2017 Nine months ended September 30, 2016 Assumptions: Expected term (years) 4.5 4.5 Expected volatility 69.1 % 69.0 % Risk-free interest rate 1.8 % 1.3 % Expected dividend yield 0.0 % 0.0 % Fair Value: Weighted-average estimated grant date fair value per share $ 8.88 $ 11.23 Options granted 1,155,900 795,700 Total estimated grant date fair value $ 10,264,000 $ 8,935,000 There were no options granted to consultants in the nine months ended September 30, 2017. 9,000 options were granted to consultants in the nine months ended September 30, 2016. The estimated fair value of stock options that vested in the nine months ended September 30, 2017 and 2016 was $10.9 million and $10.4 million, respectively. Employee Stock Purchase Plan As of September 30, 2017, there were 827,630 shares available for purchase under the 2014 Employee Stock Purchase Plan (“2014 ESPP”). The Company recorded $0.4 million and $0.3 million of expense related to the 2014 ESPP in the nine months ended September 30, 2017 and 2016, respectively. 43,962 shares were purchased under the ESPP during the nine months ended September 30, 2017. There were no purchases of shares during the nine months ended September 30, 2016. Options issued outside the 2014 EIP During the three and nine months ended September 30, 2017, we granted 145,000 options and 275,000 options, respectively, at weighted average exercise prices of $13.65 per share and $13.96 per share, respectively, outside of our 2014 EIP. These options have terms similar to the options granted under the 2014 EIP. The weighted average grant date fair value of such grants were $1.2 million and $2.2 million, respectively. No options were granted outside the 2014 EIP during the three and nine months ended September 30, 2016. Reserved Shares The following shares of common stock were reserved for future issuance as of September 30, 2017: Total Shares Reserved 2014 Equity Incentive Plan 10,310,669 2014 Employee Stock Purchase Plan 827,629 Options issued outside the 2014 EIP 275,000 Total reserved shares of common stock 11,413,298 Stock-based Compensation Expense Total stock-based compensation expense related to all employee and non-employee stock awards was as follows: Three Nine months ended September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Research and development $ 2,136 $ 2,551 $ 6,260 $ 7,231 General and administrative 3,864 2,718 10,743 7,897 Total stock-based compensation expense $ 6,000 $ 5,269 $ 17,003 $ 15,128 |