Convertible Preferred Stock and Stockholders’ Equity | 10. Convertible Preferred Stock and Stockholders’ Equity The holders of common stock are entitled to one vote for each share held No Series B Convertible Preferred Stock On August 7, 2019, the Company entered into a Securities Purchase Agreement with certain institutional and other accredited investors, whereby it, as part of a private placement, agreed to issue and sell to the investors 5,610,121 0.001 2.05 Series A Convertible Preferred Stock and Warrants In September 2016, the Company issued (i) 24,000 0.001 1,000 0.65 36,923,078 6% 1,000 50% The SPA Warrants were modified on February 28, 2018 to allow for a reduction in the exercise price from $ 0.70 0.28 15,385 2021 CEO Performance Award Unit Grant On February 23, 2021, the Company`s Board of Directors, upon recommendation of the Compensation Committee, approved the grant of the CEO Performance Award to the Company’s Chief Executive Officer. The CEO Performance award is a 10 13,000,000 As detailed in the table below, the CEO Performance Award consists of ten vesting tranches. The first market capitalization milestone is $ 1.0 500 5.5 Summary of Performance Award And Market Capitalization Milestones Tranche # No. of Shares Subject to PSU Market Capitalization Milestones 1 1,000,000 $ 1,000,000,000 2 1,500,000 $ 1,500,000,000 3 1,500,000 $ 2,000,000,000 4 2,000,000 $ 2,500,000,000 5 1,000,000 $ 3,000,000,000 6 1,000,000 $ 3,500,000,000 7 1,000,000 $ 4,000,000,000 8 2,000,000 $ 4,500,000,000 9 1,000,000 $ 5,000,000,000 10 1,000,000 $ 5,500,000,000 Total: 13,000,000 Each tranche represents a portion of the PSUs covering the number of shares outlined in the table above. Each tranche vests upon (i) satisfaction of the market capitalization milestones and (ii) continued employment as CEO of the Company from the grant date through December 31, 2030. Absent an earlier termination, the PSUs will expire on December 31, 2030. If our CEO ceases employment as CEO of the Company for any reason including death, disability, termination for cause or without cause (as defined in the award agreement), or if he voluntary terminates after service as CEO for at least five years, the remaining service period will be waived and he will retain any PSUs that have vested through the date of termination The Company received Shareholder approval at its annual meeting on May 20, 2021 for shares to be issued under the award. The market capitalization requirement is considered a market condition under FASB Accounting Standards Codification Topic 718 “Compensation – Stock Compensation” and is estimated on the grant date using Monte Carlo simulations. Recognition of stock-based compensation expense of all the tranches commenced on February 23, 2021, the date of grant, as the probability of meeting the ten market capitalization milestones is not considered in determining the timing of expense recognition. The expense will be recognized on an accelerated basis through 2030. Key assumptions for estimating the performance-based awards fair value at the date of grant included share price on grant date, volatility of the Company’s common stock price, risk free interest rate, and grant term. Total stock-based compensation recorded as operating expense for the CEO Performance Award was $ 7.1 6.1 44.1 51.3 As of December 31, 2022, none of the performance milestones established by the 2021 CEO Incentive Program have been achieved and no awards have been earned. Stock Award Plans The Company has various stock plans that permit the Company to provide incentives to employees, directors, and third-party consultants of the Company in the form of equity compensation. In February 2022, the Compensation Committee of the Board of Directors adopted the 2022 Stock Incentive Plan (the “Plan”) which was subsequently approved by the Company’s shareholders. This plan replaced the 2012 Stock Incentive Plan which expired on May 19, 2022 As of December 31, 2022, the Company had 3,930,952 The 2022 Stock Incentive Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units to employees, directors, and third-party consultants. Options granted under the 2022 Stock Incentive Plan expire no later than ten years 100% 25% three years 25% three years ten years Restricted stock unit grants are time-based and generally vest over a period of four years ten years The exercise price of options to non-employee directors shall not be less than 100% one five years As of December 31, 2022, the total compensation cost related to options, stock appreciation rights, and non-vested stock granted to employees and non-employees under the Company’s stock award plans but not yet recognized was approximately $ 4.7 four years A summary of the option and stock appreciation rights activity for the year ended December 31, 2022 is as follows: Summary of Option and Stock Appreciation Rights Activity Number of Options/SARs Range of Exercise Price Weighted Average Exercise Price per Share Outstanding, December 31, 2021 2,818,012 $ 0.74 9.87 $ 4.10 Granted 843,500 $ 2.09 5.21 $ 4.49 Exercised (131,375 ) $ 0.74 4.52 $ 1.48 Forfeited (322,072 ) $ 0.74 7.70 $ 5.09 Outstanding, December 31, 2022 3,208,065 $ 0.74 9.87 $ 4.21 As of December 31, 2022, the weighted average remaining contractual life of the options and stock appreciation rights outstanding was 7.40 3,208,065 1,749,297 3.42 6.45 A summary of the options and stock appreciation rights outstanding by range of exercise price is as follows: Summary of Option and Stock Appreciation Rights Outstanding by Range of Exercise Price Year Ended December 31, 2022 Number of Weighted Weighted Weighted Options Average Exercise Options Average Average Currently Price Per Vested Range of Exercise Prices Outstanding Remaining Life Exercise Price Exercisable Share $ 0.00 1.00 345,364 5.16 $ 0.74 345,364 $ 0.74 $ 1.01 2.00 84,995 9.35 $ 1.59 7,995 $ 1.19 $ 2.01 4.00 631,339 5.99 $ 2.08 578,202 $ 2.07 $ 4.01 10.00 2,146,367 8.10 $ 5.50 817,736 $ 5.52 3,208,065 7.40 $ 4.21 1,749,297 $ 3.42 The intrinsic value of options and stock appreciation rights is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the options and stock appreciation rights that were in-the-money as of December 31, 2022. The intrinsic value of the options and stock appreciation rights outstanding as of December 31, 2022 was approximately $ 0.5 2.07 881,207 0.1 The intrinsic value of the options and stock appreciation rights outstanding at December 31, 2021 was approximately $ 6.6 6.20 1,229,610 1.9 The weighted average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 4.49 7.10 A summary of the restricted stock unit activity for the year ended December 31, 2022 is as follows: Summary of Restricted Stock Unit Activity Number of Restricted Stock Units Weighted Average Grant Date Fair Value per Unit Outstanding, December 31, 2021 1,164,723 $ 3.57 Granted 154,742 $ 7.68 Vested (110,726 ) $ 2.27 Outstanding, December 31, 2022 1,208,739 $ 4.21 The intrinsic value of restricted stock units outstanding as of December 31, 2022 was $ 2.5 2.07 The intrinsic value of restricted stock units outstanding at December 31, 2021 was $ 7.2 6.20 0.3 2022 Employee Stock Purchase Plan In 2022, the Company adopted its 2022 Employee Stock Purchase Plan (“ESPP”). Eligible employees have the opportunity to participate in a new purchase period every 3 months. Under the terms of the plan, employees can purchase up to 15% 25,000 95% 164,654 The Company has reserved shares of common stock for conversion of convertible preferred stock, and the issuance of options granted under the Company’s stock option plan and its stock purchase plan as follows: Summary of Reserved Shares of Common Stock for Conversion December 31, 2022 December 31, 2021 Series A Convertible Preferred Stock 45,023,612 45,031,944 Series B Convertible Preferred Stock 5,610,121 5,610,121 Performance Share Unit Plan 13,000,000 13,000,000 Stock award plans 3,930,952 4,909,848 Employee Stock Purchase Plan 164,654 209,437 Reserved shares of common stock 67,729,339 68,761,350 |