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Stockholders' Equity
3 Months Ended
Mar. 31, 2018
Stockholders' Equity  
Disclosure of stockholders' equity and share-based compensation

7. Stockholders’ Equity

 

Equity Offering

 

In March 2018, the Company completed a public offering in which the Company sold 8,050,000 shares of its common stock at a price to the public of $17.00 per share. The Company received net proceeds of approximately $128.4 million from this offering, after deducting underwriting discounts, commissions and other offering expenses.

 

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 three months ended March 31, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

Remaining

 

Aggregate

 

 

 

Outstanding

 

Weighted-Average

 

Contractual Term

 

Intrinsic Value

 

 

    

Options

    

Exercise Price

    

(Years)

    

(In thousands)

 

Outstanding as of December 31, 2017

 

713,211

 

$

1.25

 

2.2

 

 

 

 

Options exercised

 

(23,725)

 

 

1.12

 

 

 

 

 

 

Options forfeited

 

 —

 

 

 —

 

 

 

 

 

 

Outstanding, Vested and Exercisable as of March 31, 2018

 

689,486

 

 

1.25

 

1.9

 

$

10,328

 

 

As of March 31, 2018, outstanding options under the 2003 Plan were fully expensed and all shares underlying outstanding options were fully vested. Total intrinsic value of the options exercised during the three months ended March 31, 2018 and 2017 was $407,776 and $5,155, respectively, and total cash received for options exercised was $26,572 and $5,478 during the three months ended March 31, 2018 and 2017, respectively. The total fair value of shares underlying options which vested in the three months ended March 31, 2017 was $1,573. 

 

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 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 will 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 initially could 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 or repurchased by the Company. The number of shares of common stock reserved for issuance under the 2013 Plan automatically increases on January 1 of each year until 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 shares. As of January 1, 2018, the number of shares of common stock that may be issued under the 2013 Plan was automatically increased by  1,030,793 shares, representing 3% of the total number of shares of common stock outstanding on December 31, 2017, increasing the number of shares of common stock available for issuance under the 2013 Plan to 3,867,994 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 three months ended March 31, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

ccc

 

 

 

 

 

Remaining

 

Aggregate

 

 

 

Outstanding

 

Weighted-Average

 

Contractual Term

 

Intrinsic Value

 

 

 

Options

    

Exercise Price

    

(Years)

    

(In thousands)

 

Outstanding as of December 31, 2017

 

2,664,163

 

$

7.34

 

7.4

 

 

 

 

Options granted

 

633,979

 

 

20.43

 

 

 

 

 

 

Options exercised

 

(39,670)

 

 

6.86

 

 

 

 

 

 

Options forfeited

 

 —

 

 

 —

 

 

 

 

 

 

Outstanding as of March 31, 2018

 

3,258,472

 

 

8.04

 

7.6

 

$

27,590

 

Vested or expected to vest as of March 31, 2018

 

3,258,472

 

 

8.04

 

7.6

 

$

27,590

 

Exercisable as of March 31, 2018

 

1,758,498

 

 

7.65

 

6.6

 

$

15,054

 

 

The weighted-average fair value of the options granted during the three months ended March 31, 2018 and 2017 was $13.70 per share and $4.17 per share, respectively, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions:

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

    

March 31, 2018

 

March 31, 2017

Expected term

 

6.25 years

 

6.25 years

Expected volatility

 

73.89%

 

74.95%

Risk-free interest rate

 

2.42%

 

2.11%

Expected dividend yield

 

0%

 

0%

 

As of March 31, 2018, there was $11,407,391 of total unrecognized compensation expense related to unvested options under the 2013 Plan that will be recognized over a weighted-average period of approximately 3.3 years. Total intrinsic value of the options exercised during the three months ended March 31, 2018 was $535,449 and total cash received for options exercised was $272,217. There were no options exercised during the three months ended March 31, 2017. The total fair value of shares underlying options which vested in the three months ended March 31, 2018 and 2017 was $1,193,174 and $981,460, respectively. 

 

A restricted stock unit (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 March 31, 2018, there was $17,886 of unrecognized compensation costs related to unvested service RSUs.

 

The following is a summary of RSU activity under the 2013 Plan for the three months ended March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

Number

 

Grant Date

 

 

    

of Shares

 

 

Fair Value

 

Unvested at December 31, 2017

 

 

9,667

 

$

4.61

 

Granted

 

 

 —

 

 

 —

 

Forfeited

 

 

 —

 

 

 —

 

Vested

 

 

4,834

 

 

4.61

 

Unvested at March 31, 2018

 

 

4,833

 

 

4.61

 

 

Stock-based compensation expense was classified on the statement of operations as follows for the three months ended March 31, 2018 and 2017:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

 

 

    

2018

 

2017

   

    

Research and development expense

 

$

425,209

 

$

311,783

 

 

General and administrative expense

 

 

690,621

 

 

531,064

 

 

Total stock-based compensation expense

 

$

1,115,830

 

$

842,847