Stock-Based Compensation | 9. 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 units (“PSUs”), 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 December 31, 2016, PSUs representing 243,774 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 1,930,460 shares. As of December 31, 2016, RSUs representing 1,224,957 shares of the Company’s common stock were outstanding under the 2015 Plan and 221,590 shares remained available for grant under the 2015 Plan. The Company recorded stock-based compensation expense in the following expense categories of its statements of operations for the three months ended December 31, 2016 and 2015: Three months ended December 31, 2016 2015 Research and development $ 386,109 $ 1,356,408 General and administrative 2,077,943 1,133,626 $ 2,464,052 $ 2,490,034 Three months ended December 31, 2016 2015 Equity-classified compensation $ 2,464,052 $ 98,172 Liability-classified compensation - 2,391,862 $ 2,464,052 $ 2,490,034 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. Upon exercise, the PSU holder receives common stock or cash at the Company’s discretion. The following table summarizes the PSU activity for the three months ended December 31, 2016: Number Base of Price PSUs Per PSU Balance at October 1, 2016 247,309 $ 6.33 Forfeitures (3,535 ) 7.40 Balance at December 31, 2016 243,774 $ 6.35 As of December 31, 2016, there was $532,508 of unamortized expense that will be recognized over a weighted-average period of 1.46 years. Restricted stock units The following table summarizes the activity related to RSUs granted during the three months ended December 31, 2016: Weighted Number Average of Grant Date RSUs Fair Value Balance at October 1, 2016 1,094,351 $ 28.61 Granted 615,000 2.11 Vested and settled (483,913 ) 29.05 Forfeitures (481 ) 29.05 Balance at December 31, 2016 1,224,957 $ 15.13 The Company has granted RSUs that generally vest over a period of two to four years from the date of grant. In addition, vesting of the RSUs was also dependent upon the closing of the Company’s IPO, which is a performance condition that is 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 December 31, 2016, there was $11,402,327 of unamortized expense that will be recognized over a weighted-average period of 1.42 years. |