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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2016
Stockholders' Equity |
Disclosure of stockholders' equity and share-based compensation | 8. Stockholders’ Equity Convertible Preferred Stock Series A-1 Convertible Preferred Stock On October 20, 2009, the Company entered into a Series A-1 Preferred Stock Purchase Agreement with certain investors. In connection with the financing, the Company issued 30,726,326 shares of Series A-1 Convertible Preferred Stock for an aggregate amount of $38,979,412, which included the conversion of principal and accrued interest related to an earlier bridge financing of $16,099,770. In connection with the Series A-1 Preferred Stock financing, all then-outstanding shares of Series A and Series B Preferred Stock were converted into common stock, and all then outstanding warrants to purchase Series B Preferred Stock were converted into warrants to purchase common stock. Immediately prior to the Series A-1 Preferred Stock financing, the Company effected a 1-for-10 reverse stock split of the outstanding common stock. All prior-period applicable share amounts have been retroactively adjusted to reflect the reverse stock split. As of December 31, 2013, the Company’s Amended and Restated Certificate of Incorporation authorized the issuance of 130,601,021 shares of stock, of which 70,258,276 were designated as common stock with a par value of $0.001, and of which 60,342,745 were designated as Series A-1 Convertible Preferred Stock with a par value of $0.001. Upon closing of the Company’s initial public offering in January 2014, all outstanding shares of convertible preferred stock converted into an aggregate of 9,305,359 shares of common stock. In addition, immediately following the closing of the initial public offering, the Company’s certificate of incorporation was amended to authorize 5,000,000 shares of undesignated preferred stock and 100,000,000 shares of common stock. Both the common stock and undesignated preferred stock have a par value of $0.001 per share. Common Stock On March 1, 2016, the Company entered into an at-the-market sales agreement with Cowen and Company, LLC to sell the Company’s securities under a shelf registration statement filed in March 2015. As of December 31, 2016, the Company had issued and sold 668,791 shares of common stock under the at-the-market sales agreement. The shares were sold at a weighted average price per share of $6.336, for aggregate net proceeds of $3.9 million, after deducting commissions and offering expenses. Subsequent to December 31, 2016, the Company sold an additional 461,989 shares at a weighted average price per share of $6.228 under the at-the-market facility for an additional $2.8 million in net proceeds. In June 2016, the Company completed a public offering in which the Company sold 3,476,793 shares of its common stock at a price of $6.10 per share. The Company received net proceeds of $19.7 million from this offering, after deducting underwriting discounts, commissions and other offering expenses. Warrants to Acquire Company Stock The following common stock warrants were outstanding as of December 31, 2016 and 2015:
12/31/2016 |  | 12/31/2015 |  |  |  |  |
NUMBER OF SHARES |  | NUMBER OF SHARES |  | EXERCISE |  |
UNDERLYING OUTSTANDING |  | UNDERLYING OUTSTANDING |  | PRICE |  | EXPIRATION |
WARRANTS |  | WARRANTS |  | PER SHARE |  | DATE |
236,632 |  | 259,907 |  | $ | 0.33 |  | July 18, 2018 |
301,986 |  | 301,986 |  |  | 0.33 |  | January 16, 2019 |
15,250 |  | 15,250 |  |  | 0.33 |  | January 30, 2019 |
- |  | 1,544 |  |  | 25.92 |  | October 13, 2016 |
For the year ended December 31, 2016, a total of 23,275 warrants were exercised at a weighted average exercise price of $0.33 per share. For the year ended December 31, 2015, a total of 11,908 warrants were exercised at a weighted average exercise price of $0.33 per share. For the year ended December 31, 2016, a total of 1,544 warrants expired. No warrants expired during the year ended December 31, 2015. 2003 Stock Incentive Plan The 2003 Stock Incentive Plan (the 2003 Plan) provided for the grant of incentives and nonqualified stock options and restricted stock awards. The exercise price for incentive stock options must be at least equal to the fair value of the common stock on the grant date. Unless otherwise stated in a stock option agreement, 25% of the shares subject to an option grant will vest upon the first anniversary of the vesting start date and thereafter at the rate of one forty-eighth of the option shares per month as of the first day of each month after the first anniversary. Upon termination of employment by reasons other than death, cause, or disability, any vested options shall terminate 60 days after the termination date. Stock options terminate 10 years from the date of grant. The 2003 Plan expired on May 21, 2013. A summary of the Company’s stock option activity under the 2003 Plan for the year ended December 31, 2016 is as follows:
|  |  |  |  |  | WEIGHTED-AVERAGE |  |  |  |
|  |  |  | WEIGHTED- |  | REMAINING |  | AGGREGATE |
|  | OUTSTANDING |  | AVERAGE |  | CONTRACTUAL TERM |  | INTRINSIC VALUE |
|  | OPTIONS |  | EXERCISE PRICE |  | (YEARS) |  | (IN THOUSANDS) |
Outstanding as of December 31, 2015 |  | 758,187 |  | $ | 1.27 |  | 4.2 |  |  |  |
Options exercised |  | (28,368) |  |  | 1.58 |  |  |  |  |  |
Options forfeited |  | — |  |  | — |  |  |  |  |  |
Outstanding as of December 31, 2016 |  | 729,819 |  |  | 1.26 |  | 3.2 |  | $ | 3,536 |
Vested or expected to vest as of December 31, 2016 |  | 729,801 |  |  | 1.26 |  | 3.2 |  | $ | 3,536 |
Exercisable as of December 31, 2016 |  | 729,240 |  |  | 1.25 |  | 3.2 |  | $ | 3,534 |
During 2016, 2015 and 2014 the Company issued 28,368, 99,029 and 114,836 shares of common stock, respectively, in conjunction with exercises of stock options granted under the 2003 Plan. The Company received cash proceeds from the exercise of these stock options of approximately to $44,771, $114,124 and $133,957 during 2016, 2015 and 2014, respectively. Total intrinsic value of the options exercised during the years ended December 31, 2016, 2015 and 2014 was $97,707, $667,258 and $629,232, respectively. As of December 31, 2016, there was $1,382 of total unrecognized compensation expense related to unvested options under the 2003 Plan that will be recognized over the first quarter of 2017. The total fair value of shares vested in the years ended December 31, 2016, 2015 and 2014, was $16,024, $50,310 and $63,865, respectively. There were no options granted from this plan in 2016, 2015 or 2014. 2013 Equity Incentive Plan The Company’s board of directors adopted, and its stockholders approved, its 2013 Equity Incentive Plan (the 2013 Plan) effective on January 9, 2014. The 2013 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code (the Code), to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to its employees, including officers, consultants and directors. The 2013 Plan also provides for the grant of performance cash awards to the Company’s employees, consultants and directors. Unless otherwise stated in a stock option agreement, 25% of the shares subject to an option grant will typically vest upon the first anniversary of the vesting start date and thereafter at the rate of one forty-eighth of the option shares per month as of the first day of each month after the first anniversary. Upon termination of employment by reasons other than death, cause, or disability, any vested options shall terminate 90 days after the termination date, unless otherwise set forth in a stock option agreement. Stock options generally terminate 10 years from the date of grant. Authorized Shares The maximum number of shares of common stock that may be issued under the 2013 Plan was 1,000,000 shares, plus any shares subject to stock options or similar awards granted under the 2003 Plan that expire or terminate without having been exercised in full or are forfeited to or repurchased by the Company. The number of shares of common stock reserved for issuance under the 2013 Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and ending on January 1, 2023, by 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The maximum number of shares that may be issued pursuant to exercise of incentive stock options under the 2013 Plan is 20,000,000. As of January 1, 2017, the number of shares of common stock that may be issued under the 2013 Plan was automatically increased by 697,500 shares, representing 3% of the total number of shares of common stock outstanding on January 1, 2017, increasing the number of shares of common stock available for issuance under the 2013 Plan to 2,837,201 shares. Shares issued under the 2013 Plan may be authorized but unissued or reacquired shares of common stock. Shares subject to stock awards granted under the 2013 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2013 Plan. Additionally, shares issued pursuant to stock awards under the 2013 Plan that the Company repurchases or that are forfeited, as well as shares reacquired by the Company as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2013 Plan. A summary of the Company’s stock option activity under the 2013 Plan for the year ended December 31, 2016 is as follows:
|  |  |  |  |  |  |  | WEIGHTED- |  |  |  |
|  |  |  |  | WEIGHTED- |  | AVERAGE |  | AGGREGATE |
|  |  |  | AVERAGE |  | REMAINING |  | INTRINSIC |
|  | OUTSTANDING |  | EXERCISE |  | CONTRACTUAL |  | VALUE (IN |
|  | OPTIONS |  | PRICE |  | TERM(YEARS) |  | THOUSANDS) |
Outstanding as of December 31, 2015 |  |  | 1,470,338 |  | $ | 8.26 |  | 8.5 |  |  |  |
Options granted |  |  | 627,250 |  |  | 5.36 |  |  |  |  |  |
Options exercised |  |  | (3,500) |  |  | 7.95 |  |  |  |  |  |
Options forfeited |  |  | (27,983) |  |  | 6.28 |  |  |  |  |  |
Outstanding as of December 31, 2016 |  |  | 2,066,105 |  |  | 7.41 |  | 7.9 |  | $ | 505 |
Vested or expected to vest as of December 31, 2016 |  |  | 2,057,409 |  |  | 7.41 |  | 7.9 |  | $ | 500 |
Exercisable as of December 31, 2016 |  |  | 910,202 |  |  | 8.26 |  | 7.4 |  | $ | 1 |
The weighted-average fair value of the options granted during the year of December 31, 2016, 2015 and 2014 was $3.39, $5.08 and $6.70 per share, respectively, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions:
|  | 2016 |  | 2015 |  | 2014
Expected term |  | 6.25 years |  | 6.25 years |  | 6.25 years
Expected volatility |  | 68.98% |  | 80.76% |  | 90.27%
Risk-free interest rate |  | 1.70% |  | 1.70% |  | 2.14%
Expected dividend yield |  | 0% |  | 0% |  | 0%
As of December 31, 2016, there was $4,308,701 of total unrecognized compensation expense related to unvested options that will be recognized over a weighted-average period of approximately 2.0 years. The total fair value of shares vested in the years ended December 31, 2016 and December 31, 2015 was $3,053,086 and $2,668,712, respectively. There were no shares vested as of December 31, 2014 under the 2013 Plan. During 2016, the Company received cash of $27,825 and issued 3,500 shares of common stock in conjunction with exercises of stock options granted under the 2013 Plan. The intrinsic value of the options exercised during 2016 was $2,275. There were no option exercises under the 2013 Plan for the years ended December 31, 2015 and 2014. An RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the closing price of the Company’s stock on the date of grant. The Company has granted RSUs with service conditions (service RSUs) that vest in three equal annual installments provided that the employee remains employed with the Company. As of December 31, 2016, $60,108 of unrecognized compensation costs related to unvested service. The following is a summary of RSU activity for the 2013 Plan for the year ended December 31, 2016:
|  |  |  |  | WEIGHTED-AVERAGE |
|  |  | NUMBER |  | GRANT DATE |
|  | OF SHARES |  |  | FAIR VALUE |
Unvested at December 31, 2015 |  |  | 4,833 |  | $ | 7.62 |
Granted |  |  | 14,500 |  |  | 4.61 |
Forfeited |  |  | — |  |  | — |
Vested |  |  | 2,417 |  |  | 7.62 |
Unvested at December 31, 2016 |  |  | 16,916 |  |  | 5.04 |
Stock-based compensation expense was classified as follows on the statement of operations for the years ended December 31:
|  |  | 2016 |  | 2015 |  | 2014 |
Research and development expense |  |  | $ | 1,033,005 |  | $ | 802,329 |  | $ | 512,345 |
General and administrative expense |  |  |  | 1,931,762 |  |  | 1,521,274 |  |  | 1,122,720 |
Total stock-based compensation expense |  |  | $ | 2,964,767 |  | $ | 2,323,603 |  | $ | 1,635,065 |

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- Definition This note contains 1)the entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income and 2) the entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References No definition available. + Details
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