Stock-Based Compensation | 8. Stock-Based Compensation 2011 Equity Incentive Plan The Company’s 2011 Equity Compensation Plan (the “2011 Plan”) provided for the Company to sell or issue restricted common stock, restricted stock units (“RSUs”), performance-based awards, cash-based awards or to grant stock options for the purchase of common stock to officers, employees, consultants and directors of the Company. The 2011 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock reserved for issuance under the 2011 Plan is 1,159,420. As of March 31, 2016, performance-based stock units (“PSUs”) representing 247,887 shares of the Company’s common stock were outstanding under the 2011 Plan. In light of the December 2015 adoption of the 2015 Equity Incentive Plan, no future awards under the 2011 Plan will be granted. 2015 Equity Incentive Plan In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other forms of equity compensation to Company employees, directors and consultants. The maximum number of shares of common stock that may be issued under the 2015 Plan is 1,246,377 shares. As of March 31, 2016, RSUs representing 1,066,039 shares of the Company’s common stock were outstanding under the 2015 Plan and 180,338 shares remained available for grant under the 2015 Plan. The Company recorded stock-based compensation (income) expense in the following expense categories of its statements of operations for the three and six months ended March 31, 2016 and 2015: Three Months ended March 31, Six Months ended March 31, 2016 2015 2016 2015 Research and development $ (3,281,214 ) $ 3,650,718 $ (1,924,806 ) $ 3,734,993 General and administrative (1,165,275 ) 3,379,388 (31,649 ) 3,440,787 $ (4,446,489 ) $ 7,030,106 $ (1,956,455 ) $ 7,175,780 Three Months ended March 31, Six Months ended March 31, 2016 2015 2016 2015 Equity-classified compensation $ (4,446,489 ) $ 2,231 $ (4,348,317 ) $ 4,462 Liability-classified compensation - 7,027,875 2,391,862 7,171,318 $ (4,446,489 ) $ 7,030,106 $ (1,956,455 ) $ 7,175,780 Performance-based stock units The Company has issued PSUs, which generally have a ten year life from the date of grant and vest 50% after the third anniversary from issuance and the remaining 50% on the fourth anniversary. The PSUs are exercisable upon the earlier of (i) a change in control, (ii) consummation of an initial public offering, or (iii) a corporate valuation in excess of $400 million and at the discretion by the Company’s board of directors. Upon exercise, the PSU holder receives common stock or cash, at the Company’s discretion. See note 4 for discussion of fair value of the PSUs. The following table summarizes the PSU activity for the six months ended March 31, 2016: Number Base of Price PSUs Per PSU Balance at October 1, 2015 687,013 $ 3.45 Forfeitures (4,346 ) 3.45 Exchanged for restricted stock units (434,780 ) 3.45 Balance at March 31, 2016 247,887 $ 6.33 In December 2015, the Company completed a tender-offer to holders of outstanding PSUs to amend the terms of such outstanding awards to increase the base price to an amount equal to the fair market value of a share of the Company’s common stock on the date of grant of the PSU, remove the right to be paid dividend equivalents and provide for settlement in shares of the Company’s common stock or cash, at the Company’s discretion. Upon amending the settlement terms of the PSUs, the Company reclassified the stock-based compensation liability to additional paid-in capital. The PSUs continue to be re-measured at each reporting period until the earlier of (i) an IPO, (ii) change in control, or (iii) action taken by the Board of directors to confirm the vesting criteria has been achieved. Concurrent with the tender-offer, several PSU holders cancelled an aggregate of 434,780 PSUs in exchange for 391,303 restricted stock units (“RSUs”). The Company accounted for the exchange as a modification, and, as a result, recognized $98,172 of additional stock-based compensation during the six months ended March 31, 2016 based on the fair value of the RSUs in excess of the fair value of the PSUs exchanged. As of March 31, 2016, there was $300,000 of unamortized expense that will be recognized in future periods. Restricted stock units The following table summarizes the activity related to RSUs granted during the six months ended March 31, 2016: Number of Grant Date RSUs Fair Value Balance at October 1, 2015 - $ - Granted 674,890 29.05 Forfeitures (154 ) 29.05 Issued in connection with PSU exchange 391,303 29.05 Balance at March 31, 2016 1,066,039 $ 29.05 As of March 31, 2016, there were 387,868 RSUs that will vest upon the expiration of the 180-day lock up period following the Company’s IPO or a change in control. The remaining 678,171 RSUs will vest upon the expiration of the 180-day lock up period following the Company’s IPO or change in control and over the following time-based vesting periods: · 525,999 RSUs with 50% vesting on each of the first and second anniversaries of the recipient’s grant date · 21,738 RSUs with one-third vesting on each of the first, second, and third anniversaries of the recipient’s hire date · 130,434 RSUs with 50% vesting on each of the third and fourth anniversaries of the recipient’s hire date The expiration of the lock-up period following an IPO or a change in control are performance conditions that are outside the Company’s control. Therefore, the Company did not recognize any stock-based compensation until the consummation of the IPO in May 2016. As of March 31, 2016, there was $21,100,000 of unamortized expense. |