Common Stock

The voting dividend and liquidation rights of holders of shares of common stock are subject to and qualified by the rights, powers and preferences of the holders of the shares of preferred stock. The Company’s common stock has the following characteristics:

Voting

The holders of common stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of common stock shall not be entitled to vote on any amendment to the Company’s certificate of incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more such series, to vote thereon. There shall be no cumulative voting.

Dividends

Dividends may be declared and paid on the common stock from funds lawfully available thereof as and when determined by the Board of Directors of the Company and subject to any preferential dividend or other rights of any then outstanding preferred stock.

Liquidation

Upon the dissolution or liquidation of the Company, whether voluntary or involuntary, holders of common stock will be entitled to receive all assets of the Company available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding preferred stock.

Reserved for Future Issuance

The Company has reserved the following shares of stock:



	As of December 31,
	2015	2014
Unvested restricted stock	41,657	125,027
Restricted stock units	150,932	—
Options to purchase common stock	2,319,772	1,904,107
Warrants to purchase common stock	926,840	899,340
Employee stock purchase plan	157,480	—
	3,596,681	2,928,474

Reverse Stock Split

On January 21, 2014, the board of directors and the stockholders of the Company approved a one-for-6.35 reverse stock split of the Company’s issued and outstanding common stock, which was effected on January 21, 2014. Stockholders entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares. The Company’s historical share and per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock have been retroactively adjusted to give effect to this reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments convertible into common stock were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities.

Initial Public Offering

On February 11, 2014, the Company completed its IPO, whereby the Company sold 5,750,000 shares of its common stock (inclusive of 750,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option granted to the underwriters in connection with the offering) at a price of $10.00 per share. The shares began trading on the Nasdaq Global Market on February 6, 2014. The aggregate net proceeds received by the Company from the offering were approximately $50.2 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 8,260,444 shares of common stock; and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 30,708 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital. Additionally, the Company is now authorized to issue 200,000,000 shares of common stock and 5,000,000 shares of preferred stock.

Securities Purchase Agreement

On December 2, 2014, the Company issued and sold 1,743,680 shares of its common stock, par value $0.001 per share (the “Shares”) and warrants to purchase 871,840 shares of common stock (the “Common Warrants”) in a private placement. Investors paid $11.47 per Share and also received a Common Warrant to purchase one half of one share of common stock for every one Share purchased. The Common Warrants are exercisable at an exercise price of $15.00 per share and expire three years from the date of issuance. The Company received net proceeds from the offering of approximately $18.2 million after deducting placement agent’s fees and other offering expenses payable by the Company.

At-the-Market Facility

In March 2015, the Company entered into a sales agreement (the "Sales Agreement") with Cowen & Company, LLC

("Cowen"), pursuant to which the Company may issue and sell shares of its common stock from time to time having an

aggregate offering price of up to $40 million through Cowen, acting as its agent. Sales of the Company's common stock

through Cowen may be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415

under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Market, sales

made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices, and/

or any other method permitted by law. Cowen is not required to sell any specific amount, but acts as the Company's sales agent using commercially reasonable efforts consistent with its normal trading and sales practices.

Shares sold pursuant to the Sales Agreement have been sold pursuant to a shelf registration statement, or the 2015 Shelf,

which became effective on March 20, 2015 (File No 333-202676), as supplemented by a prospectus supplement dated March

11, 2015. Under the Sales Agreement, the Company pays Cowen a commission of up to 3% of the gross proceeds. As of

December 31, 2015, the Company had sold approximately 1,446,781 shares pursuant to the Sales Agreement, resulting in

proceeds of approximately $12.7 million, net of commissions and issuance costs.