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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2016
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders’ Equity Preferred Stock
|  |  |  |  | Outstanding as of December 31,
| Authorized |  | Issued |  | 2016 |  | 2015
Series C Preferred Stock, par $0.001 | 1,091 |  |  | 1,091 |  |  | 23 |  |  | 23 |
There were no changes in the number of outstanding shares of our preferred stock for the years ended December 31, 2016 and 2015. The shares of the Company’s outstanding Series C Preferred Stock have the following pertinent rights and privileges, as set forth in the Company’s Amended and Restated Certificate of Incorporation and its Certificates of Designations, Rights and Preferences related to the various series of preferred stock. Rights on Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “liquidation event”), before any distribution of assets of the Company shall be made to or set apart for the holders of common stock, the holders of Series C Preferred Stock, pari passu, are entitled to receive payment of such assets of the Company in an amount equal to $10,000 per share of such series of preferred stock, plus any accumulated and unpaid dividends thereon (whether or not earned or declared). If the assets of the Company available for distribution to stockholders exceed the aggregate amount of the liquidation preferences payable with respect to all shares of each series of preferred stock then outstanding, then, after the payment of such preferences is made or irrevocably set aside, the holders of the Company’s common stock are entitled to receive a pro rata portion of such assets based on the aggregate number of shares of common stock held by each such holder. The holders of the Company’s outstanding preferred stock shall participate in such a distribution on a pro-rata basis, computed based on the number of shares of common stock which would be held by such preferred holders if immediately prior to the liquidation event all of the outstanding shares of the preferred stock had been converted into shares of common stock at the then current conversion value applicable to each series. A Change of Control of the Company (as defined in the Certificates of Designations, Rights and Preferences) is not a liquidation event triggering the preferences described above, and is instead addressed by separate terms in the Series C Certificates of Designations, Rights, and Preferences. Although the liquidation preferences are in excess of the par value of $0.001 per share of the Company’s preferred stock, these preferences are equal to or less than the stated value of such shares based on their original purchase price. Voting Rights The holders of all series of the Company’s preferred stock outstanding have full voting rights and powers equal to the voting rights and powers of holders of the Company’s common stock and are entitled to notice of any stockholders’ meeting in accordance with the Company’s Bylaws. Holders of the Company’s Preferred Stock are entitled to vote on any matter upon which holders of the Company’s common stock have the right to vote, including, without limitation, the right to vote for the election of directors together with the holders of common stock as one class. Series C Preferred holders are entitled to 368 votes for each share of Series C Preferred Stock held. Conversion Rights The Series C Preferred Stock each provide the holder of such shares an optional conversion right and provide a mandatory conversion upon certain triggering events. Right to Convert The holder of any share or shares of Series C Preferred Stock has the right at any time, at such holder’s option, to convert all or any lesser portion of such holder’s shares of the Preferred Stock into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) the aggregate Liquidation Preference applicable to the particular series of preferred shares, plus accrued and unpaid dividends thereon by (ii) the applicable Conversion Value (as defined in the relevant series’ Certificate of Designations, Rights and Preferences) then in effect for such series of preferred shares. The Company is not obligated to issue any fractional shares or scrip representing fractional shares upon such conversion and instead shall pay the holder an amount in cash equal to such fraction multiplied by the current market price per share of the Company’s common stock. Mandatory Conversion The Company has the option upon thirty (30) days prior written notice, to convert all of the outstanding shares of the Series C Preferred Stock into such number of fully paid and non-assessable shares of common stock as is determined by dividing (i) the aggregate Liquidation Preference of the shares of the relevant series of preferred stock to be converted plus accrued and unpaid dividends thereon by (ii) the applicable Conversion Value (as defined in the relevant series’ Certificate of Designations, Rights and Preferences) then in effect, if at any time after twelve months following the Original Issue Date of each such series of preferred stock all of the following triggering events occur: (i) The registration statement covering all of the shares of common stock into which the particular series of preferred stock is convertible is effective (or all of the shares of common stock into which the preferred stock is convertible may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended); (ii) the Daily Market Price (as defined in the applicable Certificates of Designations, Rights and Preferences) of the common stock crosses a specified pricing threshold for twenty of the thirty consecutive trading days prior to the date the Company provides notice of conversion to the holders; and (iii) the average daily trading volume (subject to adjustment for stock dividends, subdivisions and combinations) of the common stock for at least twenty of the thirty consecutive trading days prior to the date the Company provides notice of conversion to the holders exceeds 6,250 shares. As of December 31, 2016, outstanding shares of the Series C Preferred Stock were convertible into 8,456 shares of our common stock at a conversion price of $27.20 per share, and the applicable Daily Market Price of the common stock for triggering mandatory conversion equaled $72.00 per share. Common Stock In June 2016, the Company entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”) with an outside placement agent (the “Placement Agent”) to sell shares of its common stock with aggregate gross proceeds of up to $50.0 million, from time to time, through an “at-the-market” equity offering program under which the Placement Agent will act as sales agent. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provides that the Placement Agent will be entitled to compensation for its services in an amount equal to 2.0% of the gross proceeds from the sales of shares sold through the Placement Agent under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. During the year ended December 31, 2016, the Company sold a total of 658,748 shares of common stock under the Sales Agreement. The sales were made at a weighted average price of $9.75 per share with net proceeds to the Company of $6.3 million. In May 2015, the Company closed an underwritten public offering of 10,925,000 shares of the Company's common stock, including 1,425,000 shares of common stock issued pursuant to the underwriter’s exercise of its overallotment option, at the public offering price of $8.00 per share. The net proceeds, after deducting the underwriter’s discounts and commission and other offering expenses, were approximately $81.9 million. The Company accounts for registered common stock warrants issued in March 2013 under the authoritative guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, the registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. The Company classifies registered warrants on the consolidated balance sheet as a current liability which is revalued at each balance sheet date subsequent to the initial issuance. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment, including estimating stock price volatility and expected warrant life. The Company develops its estimates based on historical data. A small change in the estimates used may have a relatively large change in the estimated valuation. The Company uses the Black-Scholes pricing model to value the registered warrants. Changes in the fair market value of the warrants are reflected in the consolidated statement of operations as “Change in fair value of common stock warrants.” Warrants The following table summarizes the warrants outstanding as of December 31, 2016 and 2015:
|  |  |  |  |  | As of December 31, 2016 |  | As of December 31, 2015
Issued in Connection With: |  | Exercise Price |  | Expiration Date |  | Number of Warrants |  | Common Stock Warrant Liability |  | Number of Warrants |  | Common Stock Warrant Liability
March 2013 financing |  | $ | 3.17 |  |  | September 12, 2018 |  | 284,091 |  |  | $ | 1,167,614 |  |  | 284,091 |  |  | $ | 1,301,138 |
Warrants assumed in June 2009 Merger |  | $ 4.08 - 5.12 |  |  | April 28, 2016 |  | — |  |  | — |  |  | 276,813 |  |  | — |
Total |  |  |  |  |  | 284,091 |  |  | $ | 1,167,614 |  |  | 560,904 |  |  | $ | 1,301,138 |
During the years ended December 31, 2016 and 2015, no warrants to purchase shares of the Company's common stock which were issued in connection with the March 2013 financing were exercised. During the years ended December 31, 2016 and 2015, warrants to purchase 276,813 and 426,625 shares of the Company's common stock which were assumed in the June 2009 Merger were exercised, with proceeds to the Company of $0 and $2.0 million, respectively. Stock Options The Company has two active stock-based incentive plans, the Amended and Restated 2007 Omnibus Incentive Plan (the “Incentive Plan”), pursuant to which the Company has granted stock options and restricted stock awards to executive officers, directors and employees, and the 2016 Omnibus Incentive Plan (the "2016 Incentive Plan"). The 2007 Incentive Plan was adopted on March 31, 2007, approved by the stockholders on May 4, 2007, approved by the stockholders as amended on May 2, 2008, and approved by the stockholders as amended and restated on August 25, 2009, May 14, 2010, May 22, 2014 and May 8, 2015. On May 14, 2010 the stockholders approved to increase the aggregate number of shares available for grant under the Incentive Plan by 500,000 and to provide that the aggregate number of shares available for grant under the Incentive Plan will be increased on January 1 of each year beginning in 2011 by a number of shares equal to the lesser of (1) 513,833 or (2) such lesser number of shares as may be determined by the Board. On May 22, 2014 and May 8, 2015, the stockholders approved to increase the aggregate number of shares available for grant under the Incentive Plan by 1,250,000 and 2,000,000, respectively. At December 31, 2016, the Incentive Plan reserves 7,770,497 shares of common stock for issuance as or upon exercise of incentive awards granted and to be granted at future dates. At December 31, 2016, the Company had 224,507 shares of common stock available for future grant under the Incentive Plan, and 798,834 shares of unvested restricted stock units ("RSU's")and options to purchase 5,978,342 shares of common stock outstanding under the Incentive Plan. The awards granted and available for future grant under the Incentive Plan generally vest over three years and have a maximum contractual term of ten years. The Incentive Plan terminates by its terms on March 31, 2017. The Incentive Plan supersedes all of the Company’s previous stock option plans, which include the Amended 2000 Stock Option Plan and the VGX Equity Compensation Plan, under which the Company had options to purchase 100,002 and 727,839 shares of common stock outstanding at December 31, 2016, respectively. The terms and conditions of the options outstanding under these plans remain unchanged. The 2016 Incentive Plan was approved by stockholders on May 13, 2016. The maximum number of shares of the Company’s common stock available for issuance over the term of the 2016 Incentive Plan may not exceed 6,000,000 shares, provided that commencing with the first business day of each calendar year beginning with January 1, 2018, such maximum number of shares shall be increased by 2,000,000 shares of common stock unless the Board determines, for any such calendar year, to increase such maximum amount by a fewer number of shares. As of December 31, 2016, no awards have been granted under the 2016 Incentive Plan. Total compensation cost for our stock plans recognized in the consolidated statement of operations for the years ended December 31, 2016, 2015 and 2014 was $10.2 million, $5.8 million and $4.8 million, respectively, of which $4.8 million, $3.2 million and $2.8 million was included in research and development expenses and $5.4 million, $2.6 million and $2.0 million was included in general and administrative expenses, respectively. At December 31, 2016 and 2015, there was $5.8 million and $5.4 million of total unrecognized compensation cost, respectively, related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.9 years and 1.9 years respectively. At December 31, 2016 and 2015, there was $4.0 million and $1.2 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.0 years and 2.1 years, respecitvely. The fair value of options granted to non-employees at the measurement dates were estimated using the Black-Scholes pricing model. Total stock-based compensation for options granted to non-employees for the years ended December 31, 2016, 2015 and 2014 was $321,000, $385,000 and $585,000, respectively. As of December 31, 2016, 796,810 non-employee options remained outstanding. The following table summarizes total stock options outstanding at December 31, 2016:
|  | Options Outstanding |  | Options Exercisable
Exercise Price |  | Options Outstanding |  | Weighted-Average Remaining Contractual Life (in Years) |  | Weighted Average Exercise Price |  | Options Exercisable |  | Weighted-Average Exercise Price
$0.00-$3.00 |  | 1,184,058 |  |  | 5.6 |  | $ | 2.25 |  |  | 1,184,058 |  |  | $ | 2.25 |
$3.01-$6.00 |  | 1,063,941 |  |  | 2.1 |  | $ | 4.76 |  |  | 1,055,351 |  |  | $ | 4.75 |
$6.01-$9.00 |  | 3,337,860 |  |  | 7.7 |  | $ | 7.25 |  |  | 1,668,725 |  |  | $ | 7.23 |
$9.01-$12.00 |  | 418,612 |  |  | 8.6 |  | $ | 9.75 |  |  | 155,420 |  |  | $ | 9.92 |
$12.01-$15.00 |  | 801,712 |  |  | 6.4 |  | $ | 12.94 |  |  | 626,277 |  |  | $ | 12.93 |
|  | 6,806,183 |  |  | 6.3 |  | $ | 6.81 |  |  | 4,689,831 |  |  | $ | 6.26 |
At December 31, 2016, the aggregate intrinsic value of options outstanding was $8.3 million, the aggregate intrinsic value of options exercisable was $8.2 million, and the weighted average remaining contractual term of options exercisable was 5.3 years. At December 31, 2016, the aggregate intrinsic value of unvested RSU's was $5.5 million and the aggregate intrinsic value of RSU's which vested during the year ended December 31, 2016 was $781,000. At December 31, 2016, 1,973,141 stock options and 798,834 RSU's are expected to vest. Stock option activity under our equity incentive plans was as follows:
| Number of Shares |  | Weighted-Average Exercise Price
Balance, December 31, 2015 | 5,862,364 |  |  | $ | 6.46 |
Granted | 1,705,169 |  |  | 7.47 |
Exercised | (631,065 | ) |  | 4.96 |
Cancelled | (130,285 | ) |  | 8.66 |
Balance, December 31, 2016 | 6,806,183 |  |  | $ | 6.81 |
RSU activity under our equity incentive plans was as follows:
| Number of Shares |  | Weighted-Average Exercise Price
Balance, December 31, 2015 | 230,000 |  |  | $ | — |
Granted | 671,500 |  |  | — |
Vested | (96,666 | ) |  | — |
Cancelled | (6,000 | ) |  | — |
Balance, December 31, 2016 | 798,834 |  |  | $ | — |
The weighted average exercise price was $9.01 for the 69,570 options which expired during the year ended December 31, 2016, $10.89 for the 83,696 options which expired during the year ended December 31, 2015 and $15.95 for the 70,517 options which expired during the year ended December 31, 2014. The weighted average grant date fair value per share was $4.59, $4.60 and $9.19 for options granted during the years ended December 31, 2016, 2015 and 2014, respectively. The weighted average grant date fair value was $7.41 and $7.76 per share for restricted stock units granted during the years ended December 31, 2016 and 2015, respectively. There were no restricted stock units granted during the year ended December 31, 2014. The Company received $1.8 million, $552,000 and $1.4 million in proceeds from the exercise of stock options during the years ended December 31, 2016, 2015 and 2014, respectively. The aggregate intrinsic value of options exercised was $3.5 million, $456,000 and $2.0 million during the years ended December 31, 2016, 2015 and 2014, respectively.

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- Definition 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB Topic 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74567-122707 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB Topic 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(d)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 + Details
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