Note 8 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 8 STOCKHOLDERS’ EQUITY |
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Amendments to Certificate of Incorporation |
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Reverse Stock Split |
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Effective January 13, 2014, we amended our Certificate of Incorporation to change our name to Heron Therapeutics, Inc. and to effect a 1-for-20 reverse split of our outstanding common stock. The Name Change and Reverse Stock Split were approved by our stockholders on September 19, 2013. As a result of the Reverse Stock Split, the total authorized shares of common stock were reduced from 1,500,000,000 to 75,000,000 shares (See Note 15). |
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2009 Private Placement |
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In October 2009, in a private placement, we sold 397,727 shares of our common stock at $17.60 per share and warrants to purchase 198,864 shares of our common stock, exercisable through January 7, 2015, at an exercise price of $17.60 per share (2009 Private Placement). The purchasers paid $2.50 per underlying share for the warrants. Additionally, the purchasers had the right to purchase up to an additional 258,264 shares at $19.40 per share prior to May 14, 2010 and paid $2.50 per underlying share for the right to purchase such additional shares. These rights expired unexercised on May 14, 2010. Total proceeds from the 2009 Private Placement were approximately $7.9 million, net of issuance costs. We filed a registration statement on Form S-3 covering 376,631 shares on November 6, 2009, which was declared effective by the SEC on November 17, 2009. On June 30, 2010, we filed a registration statement on Form S-3 covering the remaining 21,096 shares and the 198,864 shares of our common stock underlying the warrants, which was declared effective by the SEC on July 8, 2010. If we fail to keep any registration statements continuously effective, we may be obligated to pay to the holders of the shares and warrants liquidated damages in the amount of 1% per month of the purchase price for the shares and warrants, up to a maximum cap of 8% of such purchase price. |
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2011 Private Placement |
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In June 2011, we entered into a Securities Purchase Agreement with certain purchasers (Securities Purchase Agreement), pursuant to which we agreed to sell 8.0 million shares of our common stock (Shares) and warrants to purchase 4.0 million shares of our common stock (Warrants) with an exercise price of $3.60 per share (2011 Private Placement), for an aggregate price of $24.0 million. The 2011 Private Placement closed on July 1, 2011. For each share purchased, the investors received one Warrant to purchase 0.5 shares of common stock (together with a Share, a Unit), at a purchase price of $3.00 per Unit. The Warrants were immediately exercisable and expire on the fifth anniversary of the closing date of July 1, 2011. The Warrants may be exercised for cash only or, if a registration statement is not then effective and available for the resale of the shares of common stock issuable upon exercise of the Warrants, by surrender of such Warrant, or a portion of such Warrant, by way of cashless exercise. There is no right to exercise the Warrants to the extent that, after giving effect to such exercise the holder would beneficially own in excess of 9.99% of our outstanding shares of common stock or such other limit as may be designated by any particular purchaser. Each holder of the Warrants can amend or waive the foregoing limitation by written notice to the Company, with such waiver taking effect only upon the expiration of a 61-day notice period. |
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Under the terms of the Securities Purchase Agreement, on July 29, 2011, the Company filed a registration statement with the SEC to register for resale the Shares and the shares of common stock issuable upon the exercise of the Warrants (the Warrant Shares, and collectively with the Shares, the Registrable Securities). The registration statement was declared effective on August 4, 2011. The Company is obligated to maintain the effectiveness of the registration statement with respect to an investor’s Registrable Securities until the investor is able to sell the Registrable Securities without limitation or restriction under Rule 144. There is currently only one investor who is an affiliate of the Company and is therefore not able to sell the Registrable Securities without limitation under Rule 144, and that investor has agreed to waive its right to require the Company to maintain the effectiveness of the registration statement until it provides notice otherwise. If the Company fails to keep the registration statement continuously effective for a designated time (with limited exceptions) during the period the Company is obligated to maintain the registration statement, the Company may be obligated to pay to the holders of the Registrable Securities liquidated damages in an amount equal to 1.0% per month of such holder’s pro rata interest in the total purchase price of the Private Placement, capped at a total penalty of 6.0%. |
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The Company received total proceeds of $22.8 million from the 2011 Private Placement, which was net of issuance costs of approximately $1.2 million. During the year 2013, the Company received $0.6 million for an exercise of a Warrant. |
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2012 Private Placement |
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In July 2012, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to sell 5.1 million shares of its common stock (2012 Shares) at a purchase price of $10.50 per share of common stock, for an aggregate price of approximately $53.6 million (2012 Private Placement). The Company received total proceeds of $50.5 million from the 2012 Private Placement, which was net of issuance costs of approximately $3.1 million. |
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In connection with entering into the securities purchase agreement, the Company also entered into a registration rights agreement. On August 24, 2012, the Company filed a registration statement with the SEC to register the 2012 Shares for resale. The registration statement was declared effective on September 6, 2012. If the Company fails to keep the registration statement continuously effective for a designated time (with limited exceptions), the Company may be obligated to pay to each holder of the 2012 Shares an amount equal to 1.5% per month of the aggregate purchase price of the unregistered 2012 Shares held by such holder, capped at a total penalty of 9.0%. |
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2013 Common Stock Offering |
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On November 20, 2013, the Company entered into an underwriting agreement (Underwriting Agreement) with Jefferies LLC, as representative of the several underwriters (Underwriters), pursuant to which we agreed to issue and sell an aggregate of 7,500,000 shares of our common stock to the Underwriters (Offering). Under the terms of the Underwriting Agreement, we granted the Underwriters an option for 30 days to purchase up to an additional 1,125,000 shares of our common stock. |
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The shares in the Offering were sold at a public offering price of $8.00 per share. The public offering closed on November 25, 2013. We received net proceeds of $56.3 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by us. On December 5, 2013, the Underwriters exercised their option to purchase 206,500 of the 1,125,000 additional shares of common stock. We received net proceeds of $1.5 million from issuance of these additional shares. |
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The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-190550), which was previously filed with the Securities and Exchange Commission (SEC) and was declared effective, and a prospectus supplement filed with the SEC. The Offering was not registered under any state blue sky laws and was limited to “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) and certain other institutional and accredited investors, as permitted under applicable law. In the Underwriting Agreement, we agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. |
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Stock-Based Compensation Plans |
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We have two types of stock-based compensation plans, which consist of an employee stock purchase plan and three stock option plans. |
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In 1997, our stockholders approved our 1997 Employee Stock Purchase Plan (the Purchase Plan). In December 2007, May 2009 and June 2011, our stockholders authorized increases in the number of shares reserved for issuance under the Purchase Plan by 5,000, 10,000 and 25,000 shares, respectively, for a total of 50,000 shares reserved at December 31, 2013. Under the terms of the Purchase Plan, employees can elect to have up to a maximum of 10% of their base earnings withheld to purchase our common stock. The purchase price of the stock is 85% of the lower of the closing prices for our common stock on: (i) the first trading day in the enrollment period, as defined in the Purchase Plan, in which the purchase is made, or (ii) the purchase date. The length of the enrollment period may not exceed a maximum of six months. Our compensation committee modified the Purchase Plan such that beginning in May 2008, the length of all offering periods was decreased from 24 months to six months. Enrollment dates are the first business day of May and November and the first enrollment date was April 30, 1997. Approximately 9% of eligible employees participated in the Purchase Plan in 2013. Under the Purchase Plan, we issued 5,634, 4,274 and 3,899 shares in 2013, 2012 and 2011, respectively. The weighted-average fair value per share of purchase rights granted during 2013, 2012 and 2011 was $7.23, $5.20 and $4.00, respectively. The weighted-average exercise price per share of the purchase rights exercised during 2013, 2012 and 2011 was $6.12, $5.20 and $4.00, respectively. We had 16,651, 22,285 and 26,559 shares reserved for issuance under the Purchase Plan at December 31, 2013, 2012 and 2011, respectively. |
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We currently have one stock option plan from which we can grant options and restricted stock awards to employees, officers, directors and consultants. In December 2007, the stockholders approved our 2007 Equity Incentive Plan (the 2007 Plan). In May 2010 and June 2011, our stockholders approved amendments to our 2007 Equity Incentive Plan to increase the maximum number of shares of common stock available for grant by 100,000 and 4,500,000 shares of common stock, respectively, resulting in an aggregate of 4,750,000 shares of common stock authorized for issuance pursuant to awards granted under our 2007 Equity Incentive Plan. We have also granted stock options and restricted stock awards under the 2002 Stock Incentive Plan (the 2002 Plan) and the Non-Qualified Stock Plan (the NQ Plan) in prior years. We were authorized to issue up to 21,250 shares under the 2002 Plan, which includes an increase of 5,000 shares which were approved by stockholders in May 2006, and 103,125 shares under the NQ Plan, a plan that had not undergone stockholder approval and could only be utilized to grant stock options and restricted stock awards as inducements to attract new employees, to which 50,000 shares were added by the Board of Directors in September 2007, and an additional 50,000 shares were added in July 2008. The remaining shares available in the NQ Plan and 2002 Plan expired in October 2010 and February 2012, respectively. In 2013 and 2012, we granted options to certain employees outside of our approved stock option plan. The options to purchase our common stock are granted with an exercise price which equals fair market value of the underlying common stock on the grant dates and expire no later than ten years from the date of grant. The options are exercisable in accordance with vesting schedules that generally provide for them to be fully vested and exercisable four years after the date of grant. Any shares that are issuable upon exercise of options granted that expire or become unexercisable for any reason without having been exercised in full are available for future grant and issuance under the same stock option plan. |
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As discussed in Note 2, we record stock-based compensation expense based on the fair value of stock options and purchase rights issued to employees in conjunction with our stock option plans or the Purchase Plan on the grant date or purchase date. We also record compensation expense for warrants and stock options issued to non-employees and restricted stock awards to employees and directors. |
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The fair value of each employee and director grant of options to purchase common stock and purchase rights under the Purchase Plan is estimated on the date of the grant using the Black-Scholes option-pricing model assuming no dividends and the following weighted-average assumptions: |
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For the Years Ended December 31, | | 2013 | | | 2012 | | | 2011 | | | | | | | | | | | | | | | | | | | | | |
Expected term (years): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options | | | 6 | | | | 5.51 | | | | 5 | | | | | | | | | | | | | | | | | | | | | |
Employee Stock Purchase Plan | | | 0.49 | | | | 0.49 | | | | 0.5 | | | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options | | | 1.5 | % | | | 0.8 | % | | | 1.6 | % | | | | | | | | | | | | | | | | | | | | |
Employee Stock Purchase Plan | | | 0.8 | % | | | 0.2 | % | | | 0.8 | % | | | | | | | | | | | | | | | | | | | | |
Volatility: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options | | | 105 | % | | | 106 | % | | | 106 | % | | | | | | | | | | | | | | | | | | | | |
Employee Stock Purchase Plan | | | 212 | % | | | 0.8 | % | | | 142 | % | | | | | | | | | | | | | | | | | | | | |
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The expected term is based on historical data. The expected term for the Purchase Plan is based on the weighted-average purchase period of the Purchase Plan. The risk-free interest rate is based on the U.S. treasury rate over the expected term of the award. The expected volatility is based on our historical stock prices, and the estimated forfeiture rate of the options is based on historical data. |
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The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the award and stock price volatility. The assumptions listed above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different. |
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Stock-based compensation expense recorded for awards granted under the stock option plans and the Purchase Plan, net of estimated forfeitures, was as follows (in thousands, except per share amounts): |
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For the Years Ended December 31, | | 2013 | | | 2012 | | | 2011 | | | | | | | | | | | | | | | | | | | | | |
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Research and development | | $ | 2,562 | | | $ | 1,585 | | | $ | 819 | | | | | | | | | | | | | | | | | | | | | |
General and adminstrative | | | 8,328 | | | | 4,147 | | | | 1,071 | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | 10,890 | | | $ | 5,732 | | | $ | 1,890 | | | | | | | | | | | | | | | | | | | | | |
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Impact on basic and diluted net loss per common share | | $ | 0.67 | | | $ | 0.47 | | | $ | 0.31 | | | | | | | | | | | | | | | | | | | | | |
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We recorded additional stock-based compensation expense in 2013 and 2012 as a result of accelerated vesting of stock options in connection with the resignation of our former chief executive officer and two directors, respectively. No tax benefit was recognized related to stock-based compensation expense since we have incurred operating losses and we have established a full valuation allowance to offset all the potential tax benefits associated with our deferred tax assets. |
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The following table summarizes option activity for the years ended December 31, 2013, 2012 and 2011: |
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| | 2013 | | | 2012 | | | 2011 | |
| | Shares | | | Weighted- | | | Weighted- | | | Aggregate | | | Shares | | | Weighted- | | | Shares | | | Weighted- | |
Average | Average | Intrinsic | Average | Average |
Exercise | Remaining | Value as of | Exercise | Exercise |
Price | Contractual | December | Price | Price |
| Term (Years) | 31, 2013 | | |
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Outstanding at beginning of year | | | 4,323,874 | | | $ | 8.46 | | | | | | | | | | | | 2,505,283 | | | $ | 6.13 | | | | 160,833 | | | $ | 29.83 | |
Granted | | | 4,256,971 | | | | 8.08 | | | | | | | | | | | | 1,874,246 | | | | 11.61 | | | | 2,403,495 | | | | 5.19 | |
Exercised | | | (537,029 | ) | | | 5.2 | | | | | | | | | | | | - | | | | - | | | | - | | | | - | |
Expired or Forfeited | | | (1,688,135 | ) | | | 9.45 | | | | | | | | | | | | (55,655 | ) | | | 9.56 | | | | (59,045 | ) | | | 32.53 | |
Outstanding at end of year | | | 6,355,681 | | | | 8.22 | | | | 8.14 | | | $ | 10,704,578 | | | | 4,323,874 | | | | 8.46 | | | | 2,505,283 | | | | 6.13 | |
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Options exercisable at year end | | | 1,770,597 | | | | 8.67 | | | | 5.12 | | | $ | 4,607,452 | | | | 1,142,099 | | | | 7.98 | | | | 337,002 | | | | 10.68 | |
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Options vested or expected to vest | | | 6,292,296 | | | | 8.22 | | | | 8.13 | | | $ | 10,614,670 | | | | 4,283,344 | | | | 8.45 | | | | 2,471,725 | | | | 6.14 | |
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Shares available for future grant at year end | | | 1,797,694 | | | | | | | | | | | | | | | | 1,018,766 | | | | | | | | 2,213,155 | | | | | |
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Weighted-average fair value of stock options granted during the year | | $ | | | | | 8.08 | | | | | | | | | | | | | | | $ | 11.61 | | | | | | | $ | 5.19 | |
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As of December 31, 2013, there was approximately $39.1 million of total unrecognized compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted-average period of 2.55 years. Cash received from option exercises for the years ended December 31, 2013, 2012 and 2011 was $2,793,000, $0 and $0, respectively. The total intrinsic value of options exercised in the year ended December 31, 2013, 2012 and 2011 was $1.7 million, $0 and $0, respectively. |
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The following table summarizes information about stock options outstanding at December 31, 2013: |
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| | | | | | | OPTIONS OUTSTANDING | | | OPTIONS EXERCISABLE | | | | | | | | |
| Range of Exercise Prices | | | Number Outstanding | | | Weighted-Average Remaining Contractual Life (Years) | | | Weighted-Average Exercise Price | | | Number Exercisable | | | Weighted-Average Exercise Price | | | | | | | | |
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| | $3.80 | - | $3.80 | | | | 5,000 | | | | 7.99 | | | $ | 3.8 | | | | 2,708 | | | $ | 3.8 | | | | | | | | |
| | $5.20 | - | $5.20 | | | | 1,072,887 | | | | 4.02 | | | | 5.2 | | | | 997,934 | | | | 5.2 | | | | | | | | |
| | $6.40 | - | $7.00 | | | | 386,613 | | | | 8.6 | | | | 6.85 | | | | 80,210 | | | | 6.66 | | | | | | | | |
| | $7.20 | - | $7.20 | | | | 3,190,240 | | | | 9.34 | | | | 7.2 | | | | 41,012 | | | | 7.2 | | | | | | | | |
| | $7.40 | - | $10.60 | | | | 852,372 | | | | 9.38 | | | | 9.89 | | | | 105,881 | | | | 10.57 | | | | | | | | |
| | $11.00 | - | $15.00 | | | | 730,285 | | | | 7.54 | | | | 13.15 | | | | 499,642 | | | | 12.79 | | | | | | | | |
| | $15.40 | - | $130.40 | | | | 117,598 | | | | 6.44 | | | | 24.14 | | | | 42,524 | | | | 39.54 | | | | | | | | |
| | $139.20 | - | $139.20 | | | | 125 | | | | 1.08 | | | | 139.2 | | | | 125 | | | | 139.2 | | | | | | | | |
| | $196.00 | - | $196.00 | | | | 436 | | | | 0.04 | | | | 196 | | | | 436 | | | | 196 | | | | | | | | |
| | $235.12 | - | $235.12 | | | | 125 | | | | 0.4 | | | | 235.12 | | | | 125 | | | | 235.12 | | | | | | | | |
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| | $3.80 | - | $235.12 | | | | 6,355,681 | | | | 8.14 | | | $ | 8.22 | | | | 1,770,597 | | | $ | 8.67 | | | | | | | | |
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As of December 31, 2013, there were no unvested restricted stock awards granted to employees and directors. The compensation cost that has been expensed in the statements of operations for the restricted stock awards issued to employees and directors was $0 for 2013 and 2012 and, $98,000 for 2011, respectively. |
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The following table summarizes information about the Company’s warrants outstanding at December 31, 2013: |
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| | Number of Shares Exercisable | | | Exercise Price | | Expiration Date | | | | | | | | | | | | | | | | | | | | | | | |
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Issued to private placement investors in October 2009 | | | 198,864 | | | $ | 17.6 | | 1/7/15 | | | | | | | | | | | | | | | | | | | | | | | |
Issued to private placement investors in July 2011 | | | 3,750,000 | | | $ | 3.6 | | 7/1/16 | | | | | | | | | | | | | | | | | | | | | | | |
Other | | | 20,000 | | | $ | 13.8 | | 8/1/15 | | | | | | | | | | | | | | | | | | | | | | | |
Total warrants outstanding at December 31, 2013 | | | 3,968,864 | | | $ | 4.35* | | | | | | | | | | | | | | | | | | | | | | | | | |
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* Average exercise price |
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Common Stock Reserved for Future Issuance |
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As of December 31, 2013, the Company had reserved shares of common stock for future issuance as follows: |
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| | No. of Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Issuance upon exercise of outstanding stock options | | | 6,355,681 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of future grants under stock option plans | | | 1,797,694 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of future grants under employee stock purchase plan | | | 16,651 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock related to convertible notes* | | | 9,884,342 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance upon exercise of warrants | | | 3,968,864 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total | | | 22,023,232 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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*Assumes all interest payments are paid-in-kind through the maturity date. |