Stockholders' Equity And Stock-Based Compensation | 8. Stockholders’ Equity and Stock-Based Compensation Rights Offering On October 25, 2018, the Company commenced a rights offering pursuant to which stockholders of record as of November 19, 2018, were issued, at no charge, one subscription right for each share of common stock then outstanding. Each right entitled the holder to purchase 0.19860755 share of the Company’s common stock for $12.57 per share (the “Rights Offering”). Stockholders who exercised their rights in full were also permitted an over-subscription right to purchase additional shares of common stock that remained unsubscribed at the expiration of the Rights Offering, subject to the availability of shares and a pro rata allocation of shares among persons exercising the oversubscription right. Upon the closing of the Rights Offering on December 6, 2018, the Rights Offering was oversubscribed. A total of 3,581,148 shares of the Company’s common stock were issued and sold in the Rights Offering for net proceeds of approximately $44.8 million. Robert W. Duggan, the Company’s Chairman of the Board of Directors and the beneficial owner of approximately 35% of the Company’s outstanding common stock prior to the Rights Offering, participated in the Rights Offering and purchased an aggregate of 3,146,226 shares for an additional investment of approximately $39.5 million. Common Stock Warrants In connection with a private placement offering of the Company’s common stock, par value $0.001 per share in 2014, the Company issued warrants as compensation to the placement agent to purchase a total of 299,625 shares of its common stock at a price of $2.67 per share (the “Private Placement Warrants”). The Private Placement Warrants are exercisable for period of seven years. As of September 30, 2019, there were a total of 91,876 of Private Placement Warrants outstanding. In connection with the closing of the Company’s initial public offering in 2016, the Company issued warrants as compensation to its underwriters, as representatives of the underwriters of its initial public offering to purchase a total of 574,985 shares of its common stock at a price of $5.00 per share (“the IPO Warrants”). The IPO Warrants are exercisable for a period of five years. As of September 30, 2019, there were a total of 121,609 of the IPO Warrants outstanding. Equity Plans 2017 Equity Incentive Plan and 2017 Inducement Equity Incentive Plan The Board of Directors of the Company (the “Board”) previously adopted, and the Company’s stockholders approved, the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). 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 may determine. Subject to an annual evergreen increase and adjustment in the case of certain capitalization events, the Company initially reserved 1,500,000 shares of the Company’s common stock 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. Effective January 1, 2019, the Company’s Board authorized an increase in the number of shares of common stock available under the 2017 Plan increased by 823, 716 shares pursuant to the evergreen provision of the 2017 Plan. Pursuant to the 2017 Plan, the 2019 share increase is determined based on the least of (i) 1,200,000 shares, (ii) 4% of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Board. As of September 30, 2019, 1,090,058 shares of common stock remained available for issuance under the 2017 Plan. During November 2017, the Board adopted the 2017 Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan was adopted without stockholder approval. The Inducement Plan has a 10 -year term, and provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the 2017 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan. Options issued under the Inducement Plan may have a term up to ten years and have variable vesting provisions. New hire grants generally vest 25% annual starting upon the first anniversary of the grant. Equity-based awards issued under the Inducement Plan are only issuable to individuals not previously engaged as employees or non-employee directors of the Company prior to the Inducement Plan’s adoption date. As of September 30, 2019, there were 190,875 shares of common stock remained available for issuance under the Inducement Plan. 2017 Employee Stock Purchase Plan The Board previously adopted and the stockholders approved the Company’s 2017 Employee Stock Purchase Plan (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 were available for purchase at adoption of the 2017 ESPP. Pursuant to the 2017 ESPP, the annual share increase pursuant to the evergreen provision is determined based on the least of (i) 450,000 shares, (ii) 1.5% of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Board. During January 2019, the Board determined not to increase the number of shares of common stock available under the 2017 ESPP pursuant to the evergreen provision of the 2017 ESPP. During the nine-month period ended September 30, 2019, the Company issued 38,279 shares of common stock under the 2017 ESPP. As of September 30, 2019, there were 440,195 shares of common stock remained available for issuance under the 2017 ESPP. A summary of stock option activity under the 2015 Plan, 2017 Plan and Inducement Plan for the nine-months ended September 30 , 2019 is presented below: Stock Options Outstanding Weighted- Weighted- average Number average remaining life of shares exercise price (in years) Balances — December 31, 2018 2,956,687 $ 17.04 7.6 Options granted 917,182 Options exercised (98,928) Options canceled (64,805) Options expired (164,645) Balances — September 30, 2019 3,545,491 $ 16.36 Exercisable — September 30, 2019 1,864,496 $ 16.18 The table above excludes 31,875 performance stock options granted during the six-month period ended June 30, 2018 for which the performance criteria had not been established as of September 30, 2019. 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, 2019 2018 2019 2018 General and administrative $ 1,735 $ 2,483 $ 4,881 $ 7,533 Research and development 944 910 2,858 2,455 Total stock-based compensation expense $ 2,679 $ 3,393 $ 7,739 $ 9,988 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, 2019 2018 2019 2018 Expected term in years 5.8 - 6.1 6.1 0.4 - 6.1 5.3 - 6.1 Expected volatility 70% 70% 70% 70% Risk-free interest rate 1.4 - 1.7% 2.9% 1.4 - 2.6% 2.7 - 2.9% Dividend yield — — — — 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. The Company utilizes its estimated 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, 2019 2018 2019 2018 Expected term in years 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Expected volatility 70% 70% 70% 70% Risk-free interest rate 1.7 - 1.9% 2.3 - 2.5% 1.7 - 2.6% 1.9 - 2.5% Dividend yield — — — — 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 the three-month period ended June 30, 2017, the Company granted 160,974 RSUs, all of which vested, pursuant to which no shares were issued, during June 2018. Additional paid-in capital was reduced by $0.1 million for tax payments related to shares withheld in connection with the vesting of the RSUs. During the nine-month period ended September 30, 2019, the Company issued 40,582 shares. Additional paid-in capital was reduced by $0.4 million for tax payments related to shares withheld in connection with the issuance of the RSUs. The stock-based compensation expense related to these RSUs was approximately $0 and $2.1 million for the three- and nine-month periods ended September 30, 2018, respectively. For the three- and nine-month periods ended September 30, 2019, there was no stock-based compensation expense recognized related to these RSUs. 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% . During the nine-month period ended September 30, 2019, the Company issued 17,456 shares in connection of the vesting of these RSUs. Additional paid-in capital was reduced by $0.2 million for tax payments related to shares withheld in connection with the vesting of the RSUs. The stock-based compensation expense related to these RSUs was approximately $0.1 million and $0.3 million for the three-month and nine-month periods ended September 30, 2019, respectively. The stock-based compensation expense related to these RSUs was approximately $0.1 million and $0.3 million for the three- and nine-month periods ended September 30, 2018, respectively. |