Stock-Based Compensation | Note 7—Stock-Based Compensation In June 2018, the Board adopted and approved the 2018 Equity Incentive Plan (the “IPO Plan”), which amended and restated the Company’s prior 2013 Equity Incentive Plan (the “2013 Plan”) and became effective in connection with the IPO pricing on June 14, 2018. Prior to the effectiveness of the IPO Plan, the 2013 Plan provided for the grant of share-based awards to employees, directors and consultants of the Company. As a result of the effectiveness of the IPO Plan, no further grants may be made under the 2013 Plan. The IPO Plan provides for the grant of incentive stock options to employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of stock awards to employees, including officers, consultants and directors. The IPO Plan also provides for the grant of performance-based cash awards to employees, including officers, consultants and directors. The Company has initially reserved 3,738,199 shares of common stock for issuance under the IPO Plan, which is the sum of (1) 2,198,198 new shares, plus (2) the number of shares reserved for issuance under the 2013 Plan at the time the IPO Plan became effective, plus (3) any shares subject to outstanding stock options or other stock awards that would have otherwise returned to the 2013 Plan (such as upon the expiration or termination of a stock award prior to exercise). The number of shares of common stock reserved for issuance under the IPO Plan will automatically increase on January 1 each year, for a period of ten years, from January 1, 2019 through January 1, 2028, by 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board. As of March 31, 2019, 2,460,652 shares were available for grant under the IPO Plan. Stock-based compensation expense, which includes expense for both employees and non-employees, has been reported in the Company’s condensed statements of operations for the three months ended March 31, 2019 and 2018 as follows (in thousands): For the Three Months Ended March 31, 2019 2018 Research and development $ 140 $ 115 General and administrative 640 20 Total stock-based compensation $ 780 $ 135 Stock Options The Company’s employee stock options generally vest as follows: 25% after 12 months of continuous services and the remaining 75% on a ratable basis over a 36-month period from 12 months after the grant date. Stock options granted as of March 31, 2019 have a maximum contractual term of 10 years. The stock options are subject to time vesting requirements through 2023, are nontransferable, and have term expiration dates set to expire through 2029. The grant date fair value of employee stock option awards is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used during the three months ended March 31, 2019 and 2018 to estimate the fair value of employee stock option awards granted during the period: For the Three Months Ended March 31, 2019 2018 Exercise price $10.95 $6.52 Risk-free rate of interest 2.56% 2.60% Expected term (years) 6.0 6.1 Expected stock price volatility 77.76% 71.40% Weighted average grant date fair value $7.50 $8.72 Dividend yield — — The following table summarizes the Company’s employee stock option activity under the 2013 Plan and the IPO Plan for the three months ended March 31, 2019: Weighted average Weighted average remaining contractual Aggregate intrinsic Number of shares exercise price life (in years) value Outstanding as of December 31, 2018 1,456,956 $ 8.38 Options granted 525,571 10.95 Outstanding as of March 31, 2019 1,982,527 $ 9.06 9.2 $ 4,947,269 Options vested and exercisable as of March 31, 2019 320,365 $ 6.55 8.9 $ 1,363,844 The following table summarizes the Company’s non-employee stock option activity under the 2013 Plan and the IPO Plan for the three months ended March 31, 2019: Weighted average Weighted average remaining contractual Aggregate intrinsic Number of shares exercise price life (in years) value Outstanding as of December 31, 2018 72,927 $ 0.90 Exercised (3,729 ) 0.90 Outstanding as of March 31, 2019 69,198 $ 0.90 7.1 $ 685,752 Options vested and exercisable as of March 31, 2019 55,827 $ 0.90 7.1 $ 553,246 As of March 31, 2019, the total unrecognized compensation related to unvested employee and non-employee stock option awards granted was $11.3 million, which the Company expects to recognize over a weighted-average period of 3.2 years. Restricted Stock Pursuant to an Amended and Restated Stock Purchase Agreement (the “Amended and Restated Agreement”) between the Company and the former Chief Scientific Officer (“CSO”), 848,859 shares held by the former CSO are subject to repurchase at $0.0001 per share in the event the CSO ceases to be a consultant. These shares will be released from the repurchase option on the earliest to occur of (i) a change in control, (ii) regulatory approval of the Company’s new drug application for cantharidin, (iii) commercial sale of products and (iv) a covered termination, as defined in the Amended and Restated Agreement. As of March 31, 2019, the total unrecognized compensation expense related to the nonvested shares was $0.3 million. No compensation expense has been recognized for these nonvested shares as these shares are performance-based and the triggering event was not determined to be probable as of March 31, 2019. There was no activity related to restricted stock during the three months ended March 31, 2019 |