Share-Based Compensation | Share-Based Compensation Stock Options: In June 2016, the Company adopted its 2016 Equity Incentive Plan (as amended, the “2016 Plan”), under which 4,512,889 common shares are reserved for grant. The Company’s employees, directors, officers and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted share awards, restricted share unit awards, and other share awards under the plan. Each option will have an exercise price equal to the fair market value of the Company’s common shares on the date of grant. For grants of incentive stock options, if the grantee owns, or is deemed to own, 10% or more of the total voting power of the Company, then the exercise price shall be 110% of the fair market value of the Company’s common shares on the date of grant and the option will have a five -year contractual term. Options that are forfeited or expire are available for future grants. Stock options granted under the 2016 Plan may provide option holders, if approved by the board of directors, the right to exercise their options prior to vesting. In the event that an option holder exercises the unvested portion of any option, such unvested portion will be subject to a repurchase option held by the Company at the lower of (1) the fair market value of its common shares on the date of repurchase and (2) the exercise price of the options. Any common shares underlying such unvested portion will continue to vest in accordance with the original vesting schedule of the option. At March 31, 2017 , a total of 1,858,810 common shares were available for future issuance under the 2016 Plan. The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, 2017 Period from February 2, 2016 (Date of Inception) to March 31, 2016 Expected common share price volatility 75.5 % — % Expected risk free interest rate 1.57 % — % Expected term, in years 6.35 — Expected dividend yield — % — % The following table presents a summary of option activity and data under the Company's stock incentive plans through March 31, 2017 : Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at March 31, 2016 — $ — $ — — $ — Granted 1,525,857 5.06 11.90 — — Options outstanding at March 31, 2017 1,525,857 5.06 11.90 9.52 10,255,341 Options vested and expected to vest at March 31, 2017 1,471,815 5.06 11.90 9.52 9,890,661 Options exercisable at March 31, 2017 200 11.19 9.56 9.88 110 At March 31, 2017 , there were 200 vested options outstanding. (A) Stock Options and Restricted Share Award Granted to Employees and Directors: In June 2016, the Company granted a restricted share award for 1,128,222 common shares to the Company’s Principal Executive Officer under the 2016 Plan. In August 2016, the Company granted options to purchase 541,544 common shares to certain employees of the Company, with an exercise price of $2.38 under the 2016 Plan. In September 2016, the Company granted options to purchase 572,568 common shares to certain employees, officers and directors of the Company, with a weighted average exercise price of $4.00 under the 2016 Plan. During the year ended March 31, 2017, the Company granted options to purchase 1,464,458 common shares to certain employees and directors of the Company. For the year ended March 31, 2017 , share-based compensation expense related to the restricted share award was $1.2 million . For the year ended March 31, 2017 , the Company recorded share-based compensation expense related to stock options issued to employees, officers and directors of $2.2 million and share-based compensation expense related to stock options issued to non-employees of $0.4 million (Note 8(B)(1)). This share-based compensation expense is included in research and development and general and administrative expenses in the accompanying consolidated statements of operations. There was no share-based compensation expense for the period from February 2, 2016 (date of inception) to March 31, 2016. In connection with the IPO and after preliminary discussions with the underwriters, the Company reassessed the fair value of: (1) 1,128,222 restricted common shares issued to our Principal Executive Officer in June 2016 with an initial fair value of $1.52 per common share; (2) 602,743 common shares underlying stock options granted in August 2016 (including options to purchase 61,199 common shares granted to certain consultants as described below in Note 8(B)(1)) with an exercise price of $2.38 per common share; and (3) 572,568 common shares underlying stock options granted in September 2016 to the Company’s employees, officers and directors with a weighted-average exercise price of $4.00 per common share. As a result, the Company determined that the reassessed fair value of the restricted common shares was $5.10 per common share and the reassessed fair value of the common shares underlying the stock options granted in August and September 2016 was $15.00 per common share, which was the initial public offering price of the Company's common shares in the IPO. The use of this higher fair value per common share increased the weighted-average fair value of the stock options granted in August and September 2016 to $ 13.44 per common share and $ 12.78 per common share, respectively. Prior to the IPO, the fair value of the common shares underlying the Company’s stock options was estimated on each grant date by the board of directors. In order to determine the fair value of the Company’s common shares underlying granted stock options, the board of directors considered, among other things, timely valuations of the common shares prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The use of this higher share price increased both recognized and unrecognized share-based compensation expense. At March 31, 2017 , total unrecognized compensation expense related to non-vested options for employees, officers and directors was $15.1 million and is expected to be recognized over the remaining weighted-average service period of 3.48 years. (B) Share-Based Compensation for Related Parties: (1) Stock Options Granted to Non-Employees: During the year ended March 31, 2017 , the Company granted options to purchase 61,399 common shares to certain consultants, who are also employees of RSI, with a weighted average exercise price of $2.41 under the 2016 Plan. As discussed above in Note 8(A), the use of the higher fair value per common share of $ 15.00 , which was reassessed in conjunction with the IPO and after preliminary discussions with the underwriters, increased both recognized and unrecognized share-based compensation expense. For the year ended March 31, 2017 , share-based compensation expense related to stock options granted to consultants was $0.4 million . At March 31, 2017 , total unrecognized compensation expense related to stock options granted to consultants was $0.3 million , which is expected to be recognized over 0.94 years. (2) Share-Based Compensation Allocated to the Company by RSL: In relation to the RSL common share awards and options issued by RSL to RSL and RSI employees, the Company recorded share-based compensation expense of $4.9 million and $1.0 million , respectively, for the year ended March 31, 2017 and the period from February 2, 2016 (Date of Inception) to March 31, 2016. Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSL and RSI employees on Company matters. The RSL common share awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based, performance-based and corporate event-based, including targets for RSL’s post-IPO market capitalization and future financing events). The Company estimated the fair value of each RSL option on the date of grant using the Black-Scholes closed-form option-pricing model. Compensation expense will be allocated to the Company over the required service period over which these RSL common share awards and RSL options would vest and is based upon the relative percentage of time utilized by RSL and RSI employees on Company matters. (3) RSL Restricted Stock Unit ("RSUs"): Lynn Seely, M.D., our Principal Executive Officer, was granted 66,845 restricted stock units (“RSUs”) of RSL during the year ended March 31, 2017. The RSUs have a requisite service period of eight years and have no dividend rights. The RSUs will vest upon the achievement of both a performance and liquidity condition, if both are achieved within the requisite service period. As of March 31, 2017, the performance conditions had not been met and were deemed not probable of being met. For the year ended March 31, 2017, the Company recorded no share-based compensation expense related to the RSUs that were issued. At March 31, 2017, there was $0.6 million of unrecognized compensation expense related to non-vested RSUs. The Company will recognize the expense upon achievement of the performance and market conditions through the requisite service period. |