Stock-Based Awards | 7. Stock-Based Awards Equity Plans In July 2015, we adopted the 2015 Stock Plan, or the 2015 Plan. Under the 2015 Plan, 4,681,544 shares of our common stock were initially reserved for the issuance of stock options and restricted stock to employees, directors, and consultants under terms and provisions established by the Board of Directors, or the Board, and approved by our stockholders. As of December 31, 2016 and December 31, 2015 there were 4,344,487 and 4,443,479 and shares available for future grant, respectively. Under the terms of the 2015 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive stock options may not be less than 110% of fair market value, as determined by the Board. The terms of options granted under the 2015 Plan may not exceed ten years. All options issued to date have had a ten-year life. To date, options granted generally vest in three ways: 1) over four years at a rate of 25% upon the first anniversary of the issuance date and 1/48 th th th Our 2013 Stock Plan, or the 2013 Plan, which was originally adopted during January 2013, was terminated upon consummation of our IPO in August 2015. As a terminated plan, no further options can be granted from the 2013 Plan, and no further shares are reserved for issuance under the 2013 Plan. Prior to its termination, the 2013 Plan allowed employees to exercise a stock option in exchange for cash before the requisite service is provided (e.g., before the award is vested under its original terms); however, such arrangements permit us to subsequently repurchase such shares at the exercise price if the vesting conditions are not satisfied. Such an exercise is not substantive for accounting purposes. Therefore, the payment received by us for the exercise price is recognized as an early exercise liability on the consolidated balance sheets and will be transferred to common stock and additional paid-in capital as such shares vest. As of December 31, 2016 and December 31, 2015, 199,538 and 599,242 unvested shares were legally issued and outstanding, respectively. In connection with these unvested shares, we have recorded an early exercise liability as of December 31, 2016 and 2015 of $0.06 million and $0.22 million, respectively, of which $0.05 million and $0.14 million is included in other current liabilities as of December 31, 2016 and 2015, respectively, and $0.01 million $0.08 million is included in other liabilities as of December 31, 2016 and 2015, respectively, in the consolidated balance sheets. These shares are excluded from basic and diluted net loss per share until our repurchase right lapses and the shares are no longer subject to the repurchase feature. Activity under the 2015 Plan and 2013 Plan is set forth below: Options Outstanding Number Options and Unvested Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance, December 31, 2015 4,814,892 $ 5.20 9.23 $ 64,211 Options granted 2,343,385 $ 16.02 Options exercised and shares vested (813,102 ) $ 3.49 Options repurchased (68,150 ) $ 0.14 Options cancelled (648,118 ) $ 9.64 Balance, December 31, 2016 5,628,907 $ 9.50 9.02 $ 61,617 Options vested and expected to vest as of December 31, 2016 5,422,307 $ 9.41 8.68 $ 59,856 Options exercisable as of December 31, 2016 3,344,876 $ 2.96 8.66 $ 51,749 The aggregate intrinsic values of options outstanding, exercisable, and vested and expected to vest were calculated as the difference between the exercise price of the options and the market price for shares of our common stock as of December 31, 2016. The 2013 Plan provided for early exercise, therefore, all the Company’s outstanding stock options issued under that plan are exercisable. The total intrinsic value of options exercised during the year ended December 31, 2016 was $6.5 million. Stock Options Granted Stock options granted during the years ended December 31, 2016, 2015, and 2014 had a per share weighted-average grant-date fair value of $10.53, $6.11 and $0.09, respectively. The fair value is being expensed over the vesting period of the options, which is either four years or two years on a straight-line basis as the services are being provided. No tax benefits were realized from options during the periods. We issued one grant totaling 213,354 options to a non-employee during the year ended December 31, 2015. The fair value of the non-employee options was measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options, other than the expected life, which was assumed to be the remaining contractual life of the option. During 2016, we converted the non-employee to an employee, and converted the grant from a non-employee grant to an employee grant. The conversion of the grant was treated as a modification of the original grant; accordingly, we recognized $0.09 million of modification expense. As of December 31, 2016 and 2015, total unrecognized stock-based compensation expense was $27.3 million and $17.2 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.72 years and 3.23 years, respectively. Restricted stock unit, or RSU, activity under the 2015 Plan is set forth below: Shares Weighted Grant Date Fair Value Unvested Balance, December 31, 2015 — $ — Awarded 17,000 14.01 Released — — Forfeited — — Unvested Balance, December 31, 2016 17,000 $ 14.01 RSUs are measured based on the fair market value of the underlying stock on the date of grant and recognized as expense on a straight-line basis over the employee’s requisite service period (generally the vesting period). As of December 31, 2016, there was $0.1 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 0.2 years. Determining Fair Value of Stock Options Prior to our IPO, the fair value of our shares of common stock underlying the stock options was the responsibility of and determined by our Board. Because there was no public market for our common stock, the Board determined the fair value of common stock at the time of grant of the option by considering a number of objective and subjective factors, including independent third-party valuations of our common stock, sales of convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors. Following the IPO, the market traded price of the shares of common stock underlying the stock options is the closing price of our stock as reported on The NASDAQ Global Select Market on the grant date. In determining the fair value of the stock-based awards used to calculate stock-based compensation expense, we use the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. • Expected Term. The expected term of stock options represents the weighted average period the stock options are expected to be outstanding. We have opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission Staff Accounting Bulletin, SAB, 110 as our options grants are considered “plain vanilla”. The simplified method calculates the expected term as the average time- to-vesting and the contractual life of the options. We plan to continue to use the simplified method under SAB 110 until we have sufficient exercise history as a publicly traded company. • Expected Volatility. The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers, as we have limited trading history for our common stock. Industry peers consist of several public companies in the biopharmaceutical industry with comparable characteristics including enterprise value, risk profiles and position within the industry. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. • Risk-Free Interest Rate. The risk-free interest rate is based on the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Expected Dividend Yield. We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. The following table presents the weighted-average assumptions used to estimate the fair value of options granted: Year Ended December 31, 2016 2015 2014 Expected volatility 74.46 % 74.14 % 79.62 % Risk-free interest rate 1.71 % 1.73 % 1.51 % Expected dividend yield — — — Expected term (in years) 6.03 5.99 4.65 Weighted average grant date fair value $ 10.53 $ 6.11 $ 0.09 Stock-based compensation expense, net of estimated forfeitures, is reflected in the statements of operations and comprehensive loss (in thousands) as summarized below: Year Ended December 31, 2016 2015 2014 Research and development $ 4,838 $ 2,522 $ 23 General and administrative 7,803 3,635 54 Total stock-based compensation expense $ 12,641 $ 6,157 $ 77 During the years ended December 31, 2016, 2015 and 2014, we recorded $0.9 million, $1.4 million and $0 of stock compensation expense related to the acceleration of certain former executives’ stock options, respectively. |