Stockholders' Equity And Stock-Based Compensation | 7. Stockholders’ Equity and Stock-Based Compensation Private Placements On February 7, 2017, the Company entered into a securities purchase agreement with Robert W. Duggan and Maky Zanganeh (the “Investors”), pursuant to which the Company, in a private placement, issued and sold to the Investors an aggregate of 819,673 shares of the Company’s common stock, par value $0.001 per share, at a price per share of $6.10 , for net proceeds of approximately $4,965,000 . On September 24, 2017, the Company entered into a securities purchase agreement with Robert W. Duggan, pursuant to which the Company, in a private placement, issued and sold to Robert W. Duggan an aggregate of 2,000,000 shares of the Company’s common stock, par value $0.001 per share, at a price per share of $15.02 , for net proceeds of approximately $29,876,000 . In connection with this private placement, the Company granted certain registration rights to Robert W. Duggan, pursuant to which, among other things, the Company is obligated to prepare and file with the Securities and Exchange Commission a registration statement to register for resale of these shares no earlier than January 2, 2018. Warrants During the nine-months ended September 30, 2017, warrants to purchase 169,489 shares of common stock were either cash or net exercised, resulting in the issuance of approximately 136,552 shares of common stock. As of September 30, 2017, 705,121 warrants remained outstanding. Equity Plans 2017 Equity Incentive Plan The Board of Directors (the “Board”) of the Company previously adopted, subject to stockholder approval, the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). The Company’s stockholders approved the 2017 Plan at the annual meeting of stockholders held on May 16, 2017 (the “Annual Meeting”). The 2017 Plan has a 10 -year term, and provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to employees, directors and consultants of the Company and any parent or subsidiary of the Company, as the Compensation Committee of the Board of Directors may determine. Subject to an annual evergreen increase and adjustment in the case of certain capitalization events, 1,500,000 shares of the Company’s common stock are authorized for issuance pursuant to awards under the 2017 Plan. In addition, shares remaining available under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), and shares reserved but not issued pursuant to outstanding equity awards that expire or terminate without being exercised or that are forfeited or repurchased by the Company will be added to the shares of common stock available for issuance under the 2017 Plan. The 2017 Plan is administered by the Board’s Compensation Committee. 2017 Employee Stock Purchase Plan The Board of the Company previously adopted, subject to stockholder approval, the Company’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”). At the Annual Meeting, the stockholders approved the 2017 ESPP. The 2017 ESPP is a broad-based plan that provides employees of the Company and its designated affiliates with the opportunity to become stockholders through periodic payroll deductions that are applied towards the purchase of Company common shares at a discount from the then-current market price. Subject to adjustment in the case of certain capitalization events, a total of 250,000 common shares of the Company are available for purchase under the 2017 ESPP. As of September 30, 2017, the Company had three active equity compensation plans, the outstanding shares under the 2015 Plan, the 2017 Plan and the 2017 ESPP. The following table summarizes stock option activity for the 2015 Plan and the 2017 Plan for the nine-month period ended September 30, 2017 (in thousands, except per share amounts): Stock Options Outstanding Weighted Weighted average Number average remaining life of shares exercise price (in years) Balances — December 31, 2016 1,229 $ 3.82 7.6 Options granted 1,180 26.36 Options exercised (70) 3.16 Options canceled (12) 4.13 Options expired — — Balances — September 30, 2017 2,327 $ 15.27 8.4 Exercisable 721 The Company did not issue any common stock under the 2017 ESPP during the nine-month period ended September 30, 2017. Stock-based Compensation Total stock-based compensation expense consisted of the following (in thousands): Three-Month Periods Ended Nine-Month Periods Ended September 30, September 30, 2017 2016 2017 2016 General and administrative $ 2,778 $ 183 $ 5,287 $ 478 Research and development 572 55 1,116 149 Total stock-based compensation expense $ 3,350 $ 238 $ 6,403 $ 627 The Company estimated the fair value of employee stock options on the grant date using the Black-Scholes option pricing model . The estimated fair value of employee stock options is amortized on a straight-line basis over the requisite service period of the awards. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. Due to the limited trading history of the Company’s common stock, the Company utilizes a portfolio of comparable companies to estimate volatility. The fair value of employee stock options was estimated using the following weighted-average assumptions: Three-Month Periods Ended September 30, Nine-Month Periods Ended September 30, 2017 2016 2017 2016 Expected term in years 6.1 6.1 5.3 - 6.1 6.1 Expected volatility 80% 80% 80% 80% Risk-free interest rate 1.8% 1.2% 1.8 - 2.1% 1.3% Dividend yield — — — — The Company granted stock options to a non-employee during the nine-month period ended September 30, 2017. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to nonemployees. The measurement of stock-based compensation for nonemployees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. The fair value of a nonemployee stock option during the nine-month period ended September 30, 2017 was estimated using the following assumptions: expected term: 9.4 years; expected volatility: 80% ; risk-free interest rate: 2.3% ; and dividend yield: none . The Company did not grant any stock options to non-employees during the three-month period ended September 30, 2017. The Company estimated the fair value of ESPP on the grant date using the Black-Scholes option pricing model . The estimated fair value of ESPP is amortized on a straight-line basis over the requisite service period of the awards. The Company reviews, and when deemed appropriate, updates the assumptions used on a periodic basis. T he Company utilizes its own volatility in the Black-Scholes option pricing model to determine the fair value of ESPP . The fair value of ESPP was estimated using the following weighted-average assumptions: Three-Month Periods Ended September 30, Nine-Month Periods Ended September 30, 2017 2016 2017 2016 Expected term in years 0.5 - 1.0 N/A 0.8 - 1.3 N/A Expected volatility 95% N/A 95% N/A Risk-free interest rate 1.1 - 1.2% N/A 1.1 - 1.2% N/A Dividend yield — N/A — N/A The fair value of restricted stock unit (“RSUs”) awards is determined based on the number of units granted and the closing price of the Company’s common stock as of the grant date. The estimated fair value of RSUs is recognized on a straight-line basis over the requisite service period. During June 2017, the Company granted 160,974 RSUs to an officer, with a cliff vest in June 2018 . The stock-based compensation expense related to these RSUs was approximately $1,275,000 and $1,607,000 for the three-month and nine-month periods ended September 30, 2017, respectively. During the three-month period ended September 30, 2017, the Company granted 68,800 RSUs to certain employees which vest 50% on June 1, 2019 with the remaining 50% vesting on June 1, 2021 . In the event of a change in control, these RSUs vest 100% . The stock-based compensation expense related to these RSUs was approximately $34,000 for both the three-month and nine-month periods ended September 30, 2017. |