Stock-Based Compensation | Note 10. Stock-Based Compensation As of March 31, 2021, the only equity compensation plans from which the Company may currently issue new awards are the Company’s 2013 Stock Incentive Plan (as amended to date, the “2013 Plan”) and 2017 Employee Stock Purchase Plan (the “2017 ESPP”), each as more fully described below. Equity Incentive and Employee Stock Purchase Plans 2013 Stock Incentive Plan The 2013 Plan allows for the issuance of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), other stock-based awards and performance awards. The total number of shares of common stock authorized for issuance under the 2013 Plan is 5,653,057 shares of the Company’s common stock, plus such additional number of shares of common stock (up to 868,372 shares) as is equal to the number of shares of common stock subject to awards granted under the Company’s 2005 Stock Incentive Plan or 2008 Stock Incentive Plan (the “2008 Plan”), to the extent such awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. As of March 31, 2021, options to purchase a total of 4,462,125 shares of common stock and 618,456 restricted stock units were outstanding and up to 420,222 shares of common stock remained available for grant under the 2013 Plan. Other Awards and Inducement Grants The Company has not made any awards pursuant to other equity incentive plans, including the 2008 Plan, since the Company’s stockholders approved the 2013 Plan. As of March 31, 2021, options to purchase a total of 220,408 shares of common stock were outstanding under the 2008 Plan. In addition, as of March 31, 2021, non-statutory stock options to purchase an aggregate of 325,000 shares of common stock were outstanding that were issued outside of the 2013 Plan to certain employees in 2015 and 2014 pursuant to the Nasdaq inducement grant exception as a material component of new hires’ employment compensation. 2017 Employee Stock Purchase Plan The 2017 ESPP is intended to qualify as an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code, For the three months ended March 31, 2021 and 2020, the Company issued 7,648 and 18,848 shares of common stock, respectively, under the 2017 ESPP and received proceeds of less than $0.1 million during each period, as a result of employee stock purchases. Note 10. Stock-Based Compensation (Continued) Accounting for Stock-based Compensation The Company recognizes non-cash compensation expense for stock-based awards under the Company’s equity incentive plans and employee stock purchases under the Company’s 2017 ESPP as follows: • Stock Options : Compensation cost is recognized over an award’s requisite service period, or vesting period, using the straight-line attribution method, based on the grant date fair value determined using the Black-Scholes option-pricing model. • RSUs : Compensation cost for time-based RSUs, which vest over time based only on continued service, is recognized on a straight-line basis over the requisite service period based on the fair value of the Company’s common stock on the date of grant. Compensation cost for awards that are subject to market considerations is recognized on a straight-line basis over the implied requisite service period, based on the grant date fair value estimated using a Monte Carlo simulation. Compensation cost for awards that are subject to performance conditions is recognized over the period of time commencing when the performance condition is deemed probable of achievement based on the fair value of the Company’s common stock on the date of grant. • Employee Stock Purchases : Compensation cost is recognized over each plan period based on the fair value of the look-back provision, calculated using the Black-Scholes option-pricing model, considering the 15% discount on shares purchased. Total stock-based compensation expense attributable to stock-based awards made to employees and directors and employee stock purchases included in operating expenses in the Company's condensed statements of operations for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, (in thousands) 2021 2020 Stock-based compensation: Research and development Employee Stock Purchase Plan $ 12 $ 11 Equity Incentive Plan 368 193 $ 380 $ 204 General and administrative Employee Stock Purchase Plan $ 2 $ 1 Equity Incentive Plan 729 545 $ 731 $ 546 Total stock-based compensation expense $ 1,111 $ 750 During the three months ended March 31, 2021 and 2020, the weighted average fair market value of stock options granted was $2.53 and $1.07, respectively. Note 10. Stock-Based Compensation (Continued) The following weighted average assumptions apply to the options to purchase 677,500 and 643,629 shares of common stock granted to employees during the three months ended March 31, 2021 and 2020, respectively: 2021 2020 Average risk-free interest rate 0.3% 1.0% Expected dividend yield — — Expected lives (years) 3.9 3.9 Expected volatility 85% 84% Weighted average exercise price (per share) $ 4.20 $ 2.08 All options granted during the three months ended March 31, 2021 and 2020 were granted at exercise prices equal to the fair market value of the Company’s common stock on the date of grant. As further described below, the vesting of certain options granted to employees during the three months ended March 31, 2021 were accelerated during the period. Stock Option Activity The following table summarizes stock option activity for the three months ended March 31, 2021: ($ in thousands, except per share data) Stock Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 4,614,323 $ 9.78 6.8 $ 2,949 Granted 677,500 4.20 Exercised (22,500) 2.11 Forfeited (219,564) 4.09 Expired (42,226) 11.72 Outstanding at March 31, 2021 (1) 5,007,533 $ 9.29 6.6 $ — Exercisable at March 31, 2021 4,234,391 $ 10.12 6.3 $ — (1) Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition. During the three months ended March 31, 2021, the Company accelerated the vesting of 1,535,578 options, which were previously granted from 2019 through 2021. As of March 31, 2021, there was $1.8 million of unrecognized compensation cost related to unvested options, which the Company expects to recognize over a weighted average period of 1.8 years. Restricted Stock Activity The following table summarizes restricted stock activity for the three months ended March 31, 2021: Time-based Awards Market/Performance-based Awards ($ in thousands, except per share data) Number of Shares Weighted-Average Number of Shares Weighted-Average Nonvested shares at December 31, 2020 354,003 $ 2.27 549,318 $ 1.54 Granted — — — — Cancelled (48,100) 2.30 — — Vested (236,765) 2.25 — — Nonvested shares at March 31, 2021 69,138 $ 2.31 549,318 $ 1.54 Note 10. Stock-Based Compensation (Continued) Time-based Restricted Stock Units During the three months ended March 31, 2021, the Company accelerated the vesting of 137,872 unvested time-based restricted stock units which were previously granted in 2019 and 2020. As of March 31, 2021, there was $0.1 million of unrecognized compensation expense related to the Company’s time-based RSUs, which is expected to be recognized over a weighted-average period of 2.3 years. Market/Performance-based Restricted Stock Units In July 2020, the Company granted RSUs to certain employees, including executive officers, under the 2013 Plan, with vesting that may occur upon a combination of specific performance and/or market conditions. Accordingly, the Company views these RSUs as two separate awards: (i) an award that vests if the market condition is achieved, and (ii) an award that vests whether or not the market condition is achieved, so long as the performance condition is achieved. The Company is currently recognizing compensation expense for these awards over the estimated requisite service period of 2.36 years based on the estimated fair value when considering the market condition of the award, which was determined using a Monte Carlo simulation. During the three months ended March 31, 2021, the Company recognized $0.1 million of compensation expense related to these awards. As of March 31, 2021, the remaining unrecognized compensation cost for the market-based component of these awards, which is expected to be recognized over a weighted-average period of 1.7 years, is $0.6 million. In addition, should the performance condition be achieved, the Company would recognize an additional $0.3 million of compensation expense. |