Stockholders' Equity | 8. Stockholders’ Equity Our authorized capital stock consists of 520,000,000 shares, all with a par value of $0.0001 per share, of which 500,000,000 shares are designated as common stock and 20,000,000 shares are designated as preferred stock. There were no shares of preferred stock outstanding as of December 31, 2017 and 2016. ATM Facility In March 2017, we entered into a sales agreement (the “ATM facility”) with 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 fiscal year ended December 31, 2017, we sold an aggregate of 1,349,865 shares of common stock, under the ATM facility, at an average price of approximately $14.82 per share, for gross proceeds of $20.0 million, and net proceeds of $19.2 million, after deducting commissions and offering expenses. As of December 31, 2017, $55.0 million of common stock remained available to be sold under this facility, subject to certain conditions as specified in the agreement. Restricted Stock Awards In August 2012, in connection with our formation, our CEO purchased 1,066,154 post-recap, post-split shares of restricted common stock at a nominal per share purchase price. The shares were issued subject to certain vesting conditions, restrictions on transfer and a Company right of repurchase of any unvested share at their original purchase price. The combined grant date intrinsic value for this award was $1.7 million. In March 2013, an Atara employee purchased 269,230 post-recap, post-split shares of restricted common stock for $0.3 million. The shares were issued under our 2012 Equity Incentive Plan and were subject to certain vesting conditions, restrictions on transfer and a Company right of repurchase of any unvested shares at their original purchase price. The amounts paid for both RSAs were initially recorded as other long-term liabilities. As the shares vested, we reclassified liabilities to equity. As of December 31, 2016, all of these shares had vested and are reported as common stock shares outstanding in the consolidated financial statements. There were no grants of RSAs in the years ended December 31, 2017, 2016 and 2015. Stock-based compensation expense related to the RSAs is recorded using the accelerated graded vesting model and was none, $0.2 million and $0.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. Equity Incentive Plan In March 2014, we adopted the 2014 Equity Incentive Plan (the “2014 EIP”), which was amended and restated on October 15, 2014 upon the pricing of our IPO. The 2014 EIP provides for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with 2015 and ending in 2024, equal to five percent of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by our board of directors. Under the terms of the 2014 EIP, we may grant options, RSAs and RSUs to employees, directors, consultants and other service providers. RSUs typically require settlement by the earlier of seven years from the date of grant or the service termination (or, for RSUs granted prior to February 2014, two years following the service termination date). Stock options are granted at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an option granted to a 10% shareholder cannot be less than 110% of the estimated fair value of the shares on the date of grant. Options granted to employees and non-employees generally vest over four years and expire in seven years. As of December 31, 2017, a total of 10,214,174 shares of common stock were reserved for issuance under the 2014 Plan, of which 3,557,041 shares were available for future grant and 6,657,133 were subject to outstanding options and RSUs. Restricted Stock Units and Awards The weighted average grant date fair value of RSUs granted during the years ended December 31, 2017, 2016 and 2015 was $15.07, $17.83 and $25.15, respectively. As of December 31, 2017, there was $20.6 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted average period of 2.6 years. The aggregate intrinsic value of the RSUs outstanding as of December 31, 2017 was $30.8 million. 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 (64,313 ) 15.33 Vested (319,362 ) 11.57 Unvested as of December 31, 2017 1,685,000 $ 16.90 Vested and unreleased 17,485 Outstanding as of December 31, 2017 1,702,485 Under our RSU net settlement procedures, we withhold shares at settlement to cover the minimum payroll withholding tax obligations. During 2017, we settled 327,282 RSUs, of which 52,624 RSUs were net settled by withholding 22,274 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 2016, we settled 204,611 RSUs, of which 13,573 RSUs were net settled by withholding 5,222 shares. The value of the RSUs withheld was $0.1 million, 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 consolidated statements of cash flows. Stock Options The following is a summary of option activity under our 2014 EIP: Shares Weighted Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2016 3,733,847 $ 24.14 Granted 1,694,000 15.79 Exercised (60,125 ) 12.37 Forfeited or expired (413,074 ) 23.77 Outstanding as of December 31, 2017 4,954,648 $ 21.46 5.21 $ 7,433 Vested and expected to vest as of December 31, 2017 4,954,648 $ 21.46 5.21 $ 7,433 Exercisable as of December 31, 2017 2,030,454 $ 24.06 4.39 $ 2,465 Aggregate intrinsic value represents the difference between the closing stock price of our common stock on December 31, 2017 and the exercise price of outstanding, in-the-money options. As of December 31, 2017, there was $30.3 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 60,125, 18,947 and 23,822 shares of our common stock were exercised during the years ended December 31, 2017, 2016 and 2015, with an intrinsic value of $0.2 million, $0.2 million and $0.6 million, respectively. 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: Year ended December 31, 2017 2016 2015 Assumptions: Expected term (years) 4.5 4.5 4.5 Expected volatility 71.3 % 69.0 % 72.4 % Risk-free interest rate 1.9 % 1.3 % 1.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % Fair Value: Weighted-average estimated grant date fair value per share $ 9.01 $ 11.02 $ 16.63 Options granted 1,694,000 966,250 2,601,174 Total estimated grant date fair value $ 15,263,000 $ 10,648,000 $ 43,258,000 The estimated fair value of stock options that vested in the years ended December 31, 2017, 2016 and 2015 was $14.0 million, $14.0 million and $2.9 million, respectively. Employee Stock Purchase Plan In May 2014, we adopted the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on October 15, 2014 upon the pricing of our IPO. The 2014 ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Eligible employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the common stock at (i) the beginning of a 12-month offering period, or (ii) at the end of one of the two related 6-month purchase periods. No participant in the 2014 ESPP may be issued or transferred shares of common stock valued at more than $25,000 per calendar year. On June 1, 2016, the first offering under the 2014 ESPP commenced, and the Company recorded $0.4 million of expense in the year ended December 31, 2016. A total of 22,844 shares were purchased at the end of the first purchase period on November 30, 2016. The 2017 offering period commenced on June 1, 2017 and will end on May 31, 2018. The Company recorded $0.6 million of expense related to the 2014 ESPP in the year ended December 31, 2017. A total of 81,922 shares were purchased under the ESPP during the year ended December 31, 2017. As of December 31, 2017, there was $0.2 million of unrecognized stock-based compensation expense related to ESPP that is expected to be recognized by the end of second quarter of 2018. The 2014 ESPP provides for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with 2015 and ending in 2024, equal to the lower of (i) one percent of the number of shares of our common stock outstanding as of such date, (ii) 230,769 shares of our common stock, or (iii) a lesser number of shares as determined by our board of directors. As of December 31, 2017, there were 789,669 shares available for purchase under the 2014 ESPP. Options issued outside the 2014 EIP During the year ended December 31, 2017, we granted 275,000 options, at a weighted average exercise price of $13.96 per share, 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 was $2.2 million. No options were granted outside the 2014 EIP during the years ended December 31, 2016 and 2015. As of December 31, 2017, there was $2.0 million of unrecognized stock-based compensation expense related to options issued outside the 2014 EIP that is expected to be recognized over a weighted average period of 3.5 years. The aggregate intrinsic value of such options as of December 31, 2017 was $1.1 million. The following shares of common stock were reserved for future issuance as of December 31, 2017: Total Shares Reserved 2014 Equity Incentive Plan 10,214,174 2014 Employee Stock Purchase Plan 789,669 Options issued outside the 2014 EIP 275,000 Total reserved shares of common stock 11,278,843 Stock-based Compensation Expense Total stock-based compensation expense related to all employee and non-employee awards was as follows: Year Ended December 31, 2017 2016 2015 (in thousands) Research and development $ 8,778 $ 7,612 $ 4,822 General and administrative 14,322 9,172 5,429 Total stock-based compensation expense $ 23,100 $ 16,784 $ 10,251 |