Stock-Based Compensation | 10. Stock-Based Compensation 2014 Stock Incentive Plan The Company’s 2014 Stock Incentive Plan (the "2014 Plan") provides for the Company to sell or issue incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2014 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2014 Plan with service-based vesting conditions generally vest over three or four years and expire after ten years. The exercise price for stock options granted is not less than the fair value of common shares as determined by the board of directors as of the date of grant. The Company's board of directors values the Company's common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. The 2014 Plan allows for the early exercise of unvested stock options, subject to certain restrictions, including the ability of the Company to repurchase such options upon an option holder's termination of employment with the Company if such options have not yet vested. Restricted stock granted under the 2014 Plan with service-based vesting conditions generally vest over three or four years. The total number of shares of common stock that may be issued under the 2014 Plan was 19,152,328 shares as of June 30, 2018, of which 47,447 shares remained available for future issuance. Upon effectiveness of the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”) in July 2018 (see Note 14), the remaining shares available under the 2014 Plan ceased to be available for issuance and no future issuances will be made under the 2014 Plan. The shares of common stock underlying outstanding awards under the 2014 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) will be added to the shares of common stock available for issuance under the 2018 Plan. Stock Option Valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock-based awards granted to employees and directors: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Risk-free interest rate 2.86 % 2.06 % 2.77 % 2.06 % Expected volatility 74 % 75 % 74 % 75 % Expected dividend yield — — — — Expected term (in years) 6.0 6.6 6.1 6.6 The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock awards granted to non-employees: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Risk-free interest rate 2.22 % - 2.97 % 2.14 % - 2.31 % 2.02 % - 2.97 % 2.14 % - 2.31 % Expected volatility 63 % - 82 % 74 % - 85 % 63 % - 85 % 74 % - 85 % Expected dividend yield — — — — Expected term (in years) 1 - 10 7 - 10 1 - 10 7 - 10 Fair value of common stock $ 8.66 - $ 19.85 $ 2.51 - $ 3.65 $ 6.28 - $ 19.85 $ 0.19 - $ 3.65 During the six months ended June 30, 2018, the Company granted options to employees and directors for the purchase of 7,381,846 shares of common stock with a weighted average exercise price of $7.71 per share and a weighted average grant-date fair value of $7.38 per share. In April 2017, an executive officer early exercised an option to purchase 1,400,000 shares of common stock, at an exercise price of $0.18 per share, for cash proceeds of $0.1 million and a promissory note for $0.2 million. The employee received shares of restricted common stock upon such exercise. The unvested shares of restricted common stock issued upon exercise are subject to the Company’s repurchase right at the lesser of the original exercise price per share or the fair value of such shares on the repurchase date. The $0.1 million of cash proceeds from the early exercise of this stock option was recorded as a liability in the Company’s consolidated balance sheet and will be reclassified to stockholders’ equity (deficit) as the shares vest and the Company’s repurchase rights related to such shares lapse. The promissory note was partial-recourse, but was treated as nonrecourse for accounting purposes. As a result, (i) this early exercise of common stock with a promissory note continued to be accounted for as an outstanding stock option and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. Stock-based compensation expense related to this award is being recognized over the requisite service period of the award based on the grant-date fair value of the award, which was determined using the Black-Scholes option-pricing model. On June 21, 2018, the principal balance of $0.2 million and all interest that had accrued thereon, totaling less than $0.1 million, was repaid in full by the executive officer and the promissory note was terminated (see Note 13). As of June 30, 2018, the Company has outstanding options for the purchase of an aggregate of 679,500 shares of common stock with performance-based vesting conditions. As of June 30, 2018, the achievement of these performance conditions was determined not to be probable, and, therefore, the Company has not recorded any compensation expense related to these stock options. Restricted Common Stock The Company has granted restricted common stock with service-based vesting conditions. Shares of unvested restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the time-based vesting conditions of each award. In April 2017, the Company issued 460,000 shares of restricted common stock, at a price of $0.19 per share, to an executive officer in exchange for a promissory note in the principal amount of $0.1 million. The promissory note was partial-recourse, but was treated as nonrecourse for accounting purposes and, as such, (i) this purchase of common stock with a promissory note was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. Stock-based compensation expense related to this award is being recognized over the requisite service period of the award based on the grant-date fair value of the award, which was determined using the Black-Scholes option-pricing model. On June 21, 2018, the principal balance of $0.1 million and all interest that had accrued thereon, totaling less than $0.1 million, was repaid in full by the executive officer and the promissory note was terminated (see Note 13). In January 2017 and May 2017, the Company issued 3,667,014 shares and 1,100,000 shares, respectively, of restricted common stock at prices of $0.19 per share and $1.65 per share, respectively, to the chairman of the Company’s board of directors in exchange for two promissory notes totaling $2.5 million. The promissory notes are partial-recourse, but were treated as nonrecourse for accounting purposes and, as such, (i) each of these purchases of common stock with a promissory note was accounted for as if it were a stock option grant and (ii) no receivable for amounts due under the promissory note was recorded on the Company’s consolidated balance sheet. All of the stock-based awards issued to the chairman of the Company’s board of directors were issued for his services as a consultant and are being accounted for as non-employee stock-based awards. As a result, stock-based compensation expense related to the awards is being recognized over the requisite service period of the award based on the remeasured fair value of the award at each reporting period until the award vests, which is determined using the Black-Scholes option-pricing model. On June 21, 2018, the aggregate principal balance of both promissory notes of $2.5 million and all interest that had accrued thereon, totaling $0.1 million, was forgiven by the Company and the promissory notes were terminated (see Note 13). The forgiveness of these promissory notes by the Company resulted in the recognition of incremental stock-based compensation expense of $1.2 million during the three months ended June 30, 2018, which represents the change in the fair value of the vested portion of the awards resulting from the forgiveness. Stock-based compensation expense related to these awards will continue to be recognized over the requisite service period of the awards, based on the remeasured fair value of the awards at each reporting period. The aggregate amount of stock-based compensation expense related to these restricted stock awards recognized during the three and six months ended June 30, 2018 was $8.2 million and $10.7 million, respectively. The aggregate amount of stock-based compensation expense related to these restricted stock awards recognized during the three and six months ended June 30, 2017 was $3.2 million and $3.3 million, respectively (see Note 13). Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Research and development expenses $ 1,323 $ 545 $ 1,732 $ 1,220 General and administrative expenses 12,439 3,265 15,487 3,450 $ 13,762 $ 3,810 $ 17,219 $ 4,670 As of June 30, 2018, total unrecognized compensation cost related to the unvested employee and director stock-based awards was $54.3 million, which is expected to be recognized over a weighted average period of 3.7 years. As of June 30, 2018, there were outstanding unvested service-based stock options held by non-employees for the purchase of 169,588 shares of common stock. As of June 30, 2018, there were 1,886,944 shares of unvested restricted common stock held by non-employees. Amounts expensed during the remaining vesting periods of the stock-based awards held by non-employees will be determined based on the fair value of the awards at each reporting period until the awards vest. Pursuant to the second amended and restated chairman agreement dated June 21, 2018, upon effectiveness of the Company's Form S-1 registration statement on July 17, 2018, the Company’s chairman was granted an option to purchase 1,902,977 shares of common stock at the public offering price of $23.00 per share. The options will vest in full on the third anniversary of the date of grant. The grant-date fair value of this award was $36.4 million, however, stock-based compensation expense related to this award will be recognized over the requisite service period of the award based on the remeasured fair value of the award at each reporting period until the award vests. |