Stockholders' Equity | 12. Stockholders’ Equity As of June 30, 2017, the authorized stock of the Company was 120,531,000 shares of common stock, $0.0001 par value per share, and 91,663,000 shares of preferred stock, $0.0001 par value per share, of which 2,189,000 shares are authorized as Series A-1 Series A-2 Series A-3 Common Stock Holders of common stock are entitled to one vote per share and, upon liquidation, dissolution, or winding up of the Company, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to rights upon liquidation, dissolution, or winding up of the Company. Shares of common stock reserved for future issuance were as follows as of June 30, 2017: June 30, 2017 Common stock awards outstanding 895,000 Common stock awards available for grant 211,000 Convertible preferred stock, as converted into common stock 12,847,000 Total shares of common stock reserved for future issuance 13,953,000 Convertible Preferred Stock As of June 30, 2017 and December 31, 2016, there were 373,000 shares of Series A-1 Series A-2 Series A-3 In April 2017, the Company issued an aggregate of 2,985,000 shares of Series B convertible preferred stock at a price per share of $12.24 for aggregate proceeds of $36,532,000, exclusive of 379,000 shares of Series B convertible preferred stock issued upon conversion of the Series B Bridge Notes. See Note 8 “Convertible Notes”. As part of this financing, the significant rights, privileges and preferences of all series of convertible preferred stock were amended as follows: Voting Except as otherwise provided by law, or as otherwise set forth below, the holders of shares of Series A-1, Series A-2, Series A-3, Election of Directors The Company’s board of directors consists of eight members. The holders of a majority of the shares of Series A-3 Series A-2 Liquidation Preference In the event of any liquidation, dissolution, or winding up of the Company, the holders of the outstanding shares of preferred stock are entitled to receive a per share amount equal to the original purchase price plus any declared but unpaid dividends in preference to the holders of common stock, on a pari passu basis. Following the payment of this liquidation amount, any remaining assets will be distributed ratably to the holders of common stock. Conversion Rights Each share of Series A-1, Series A-2, Series A-3 Series A-1, Series A-2, Series A-3 Dividends Dividends are payable to holders of Series A-1, Series A-2, A-3, Stock Awards and Stock-Based Compensation On October 8, 2010, the Company adopted the 2010 Equity Incentive Plan (the “Plan”) for the issuance of incentive and nonqualified stock options, stock appreciation rights, restricted stock, and restricted stock units, all for common stock, as determined by the Company’s board of directors to employees, directors and non-employee consultants. As of June 30, 2017, a total of 2,811,000 shares of common stock were reserved for issuance under the Plan. The terms of the stock awards pursuant to the Plan are determined by the Company’s board of directors. Stock awards pursuant to the Plan may be granted with exercise prices not less than the estimated fair value of the Company’s common stock on the date of grant. Under the Plan, incentive stock options granted to individuals owning more than 10% of the total combined voting power of all classes of stock (a 10% stockholder) are exercisable up to five years from the date of grant. The Plan provides that the exercise price of any incentive stock option granted to a 10% stockholder cannot be less than 110% of the estimated fair value of the common stock on the date of the grant. Except as set forth above, options granted under the Plan expire ten years from the date of the grant. The Company’s stock awards vest based on terms in the stock award agreements and generally vest over four years. The fair value of each employee award granted during 2016 and during the six months ended June 30, 2017 was estimated on the grant date using the Black-Scholes option-pricing model. The fair value of each nonemployee option granted was estimated on the grant date and subsequently re-measured each reporting period using the Black-Scholes option-pricing model. The following assumptions were used for grant date fair value for the period ended June 30, 2017 and December 31, 2016: Six Months Ended June 30, 2017 Year Ended December 31, 2016 Expected stock price volatility 60.26%–64.09% 46.72%–54.76% Expected dividend yield —% —% Expected term (in years) 5.4–10.0 4.0–10.0 Risk-free interest rate 1.77%–2.60% 1.12%–2.42% Due to limited historical data, the Company estimates stock price volatility based on the actual volatility of comparable publicly traded companies over the expected life of the award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. The expected term represents the average time that awards that vest are expected to be outstanding. For employee awards that have an early exercise provision, the Company has sufficient information to utilize four years as an expected term. For awards without an early exercise provision, the Company does not have sufficient history of stock option exercises to estimate the expected term and, thus, calculates expected term using the simplified method, based on the midpoint between the average vesting date and the contractual term. For all non-employees, the expected term is equivalent to the contractual term of 10 years. The risk-free rate is based on the United States Treasury yield curve for the expected life of the option. The fair value of the common stock utilized in the fair value estimation of award arrangements has been determined by the Company’s board of directors, utilizing contemporaneous third party valuations. In accordance with ASU No. 2016 09, as early adopted, the Company has elected to record forfeitures as they occur and does not adjust its expense based on an estimated forfeiture rate. The table below summarizes the stock option activity for the six months ended June 30, 2017: Number Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding at December 31, 2016 573,000 $ 2.35 $ 1,413,000 Granted 422,000 9.39 — Exercised (92,000 ) 2.35 (260,000 ) Cancelled (8,000 ) 2.35 (19,000 ) Outstanding at June 30, 2017 895,000 $ 5.69 $ 4,808,000 Exercisable at June 30, 2017 93,000 $ 2.47 $ 802,000 The Company granted non-employee options to purchase 25,000 shares of its common stock during the six months ended June 30, 2017, which are included in the stock option activity above. Non-cash stock-based compensation expense recorded during the three and six months ended June 30, 2017 and 2016 is as follows: Three months ended Six months ended 2017 2016 2017 2016 Research and development $ 44,000 $ 30,000 $ 78,000 $ 56,000 General and administrative 136,000 53,000 235,000 101,000 $ 180,000 $ 83,000 $ 313,000 $ 157,000 As of June 30, 2017, there was $3,773,000 of unrecognized compensation expense related to unvested employee stock award agreements, which is expected to be recognized over a weighted-average period of approximately 3.06 years. For stock option awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the service period for the entire award. The weighted-average grant date fair value of all stock options granted during the six months ended June 30, 2017 was $5.64. The weighted-average remaining contractual life of options outstanding at June 30, 2017 is 9.33 years. The total fair value of the shares vested during the six months ended June 30, 2017 was $430,000. Additionally, stock compensation expense includes $39,000, $73,000, $7,000 and $13,000, related to non-employee option grants during the three and six months ended June 30, 2017 and June 30, 2016, respectively. The Plan allows the Company to grant to employees the right to exercise stock options in exchange for cash before the requisite service was provided (e.g., before the award is vested under its original terms); however, such arrangements permit the Company to subsequently repurchase such shares at the exercise price if the employee ceases to be a service provider. Such an exercise is not substantive for accounting purposes. Therefore, the payment received for the exercise price is recognized as an early exercise liability in the consolidated balance sheets and will be transferred to common stock and additional paid-in capital as such shares vest. As of June 30, 2017 and December 31, 2016, 667,000 and 897,000 unvested shares, respectively, were legally issued but are not considered outstanding for accounting purposes and are therefore excluded from basic and diluted net loss per share until the repurchase right lapses and the shares are no longer subject to the repurchase feature. In connection with these unvested shares, the Company has recorded an early exercise liability as of June 30, 2017 and December 31, 2016, of $645,000 and $816,000, respectively, of which $270,000 and $372,000 is included in current liabilities, and $375,000 and $444,000 is included in non-current liabilities in the consolidated balance sheet at June 30, 2017 and December 31, 2016, respectively. Following the Company’s initial public offering, which was completed on August 1, 2017, and in connection with the effectiveness of the Company’s 2017 Incentive Award Plan, the Plan terminated and no further awards will be granted under the Plan. However, all outstanding awards will continue to be governed by their existing terms. See Note 14, “Subsequent Events”. |