Stockholders' Equity | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Our Certificate of Incorporation, as amended and restated in October 2010 in connection with the closing of our initial public offering, authorizes us to issue 1,000,000,000 shares of $ 0.001 par value common stock and 50,000,000 shares of $ 0.001 par value preferred stock. As of December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. Common Stock Common stockholders are entitled to dividends when and if declared by our board of directors. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote. Underwritten Public Equity Offerings In August 2020, we entered into an underwriting agreement, relating to the public offering of 19,430,000 shares of our common stock, $ 0.001 par value per share, at a price to the public of $ 4.47 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30 -day option to purchase up to an additional 2,914,500 shares of our common stock, which was subsequently exercised in full, and the offering including the sale of shares of common stock subject to the underwriters’ option, closed in August 2020. In total, we sold 22.3 million shares of our common stock. We paid a commission equal to 6 % of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $ 93.9 million, excluding approximately $ 0.3 million of offering expenses. In November 2020, we entered into an underwriting agreement, relating to the public offering of 6,096,112 shares of our common stock, $ 0.001 par value per share, at a price to the public of $ 14.25 per share. Under the terms of the underwriting agreement, we also granted the underwriters a 30 -day option to purchase up to an additional 914,416 shares of our common stock, which was subsequently exercised in full, and the offering including the sale of shares of common stock subject to the underwriters’ option, closed in November 2020. In total, we sold 7.0 million shares of our common stock. We paid a commission equal to 6 % of the gross proceeds from the sale of shares of our common stock. The total net proceeds to us from the offering after deducting the underwriting discount were approximately $ 93.9 million, excluding approximately $ 0.3 million of offering expenses. In total, for the year ended December 31, 2020, we issued 29.4 million shares of our common stock through our two underwritten public offerings with an average offering price of $ 6.40 . The total net proceeds to us from the two offerings, after deducting the underwriting commission and offering expenses, were approximately $ 187.2 million. For the year ended December 31, 2018, we issued 30.6 million shares of our common stock through our two underwritten public offerings with an average offering price of $ 3.38 per share. The total net proceeds to us from the two offerings, after deducting the underwriting commissions and offering expenses, were approximately $ 97.5 million. Equity Plans As of December 31, 2019, we had two active equity plans: 1) the 2010 Equity Incentive Plan (the “2010 Plan”) and 2) the 2010 Outside Director Equity Incentive Plan (the “2010 Director Plan”), both of which we adopted upon the effectiveness of our initial public offering in October 2010. Pursuant to the terms of the then-in-process Merger Agreement with Illumina, offerings under our 2010 ESPP were suspended after the completion of the purchase period ended March 1, 2019. After the merger with Illumina was terminated in January 2020, we began offerings under the ESPP again starting with the offering period beginning March 1, 2020. As of June 30, 2020, in total, we had three active equity compensation plans: the 2010 Plan, the 2010 Director Plan and the 2010 ESPP. On July 29, 2020 our 2010 Plan and 2010 Director Plan expired. On August 4, 2020, stockholders approved our new 2020 Equity Incentive Plan (the “2020 plan”) and reserved 11,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the 2020 plan. On December 2, 2020, the Board of Directors (the “Board”) adopted the 2020 Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved 2,500,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. 2020 Equity Incentive Plan Under the 2020 Plan, with the approval of the Compensation Committee of the Board of Directors, we may grant equity-based awards, including non-statutory stock options, restricted stock units (“RSUs”), restricted stock, stock appreciation rights, performance shares and performance units. Stock options granted under the 2020 Plan may be either incentive stock options (“ I SOs”) within the meaning of Internal Revenue code Section 422 or non-qualified stock options (“NSOs”). Stock options under the 2020 Plan may be granted with a term of up to ten years and at prices no less than the fair market value of our common stock on the date of grant. To date, stock options granted to existing employees generally vest over four years on a monthly basis and stock options granted to new employee vest at a rate of 25 % upon the first anniversary of the vesting commencement date and 1/48th per month thereafter, in each case, subject to continued service with us through the applicable vesting dates. Inducement Plan Under the Inducement Plan, with the approval of the Compensation Committee of the Board of Directors, we may grant equity-based awards, including non-statutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the 2020 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ Inducement Award exception. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the NASDAQ Listing Rules. As of December 31, 2020, we had an aggregate of 10.3 million shares remained available for future issuance under the 2020 Plan and Inducement Plan. Stock Options The following table summarizes stock option activity for all of our stock option plans for the year ended December 31, 2020 (in thousands, except per share amounts): Stock Options Outstanding Weighted Number average of shares Exercise price exercise price Balances, December 31, 2019 22,697 $ 1.16 – 16.00 $ 5.57 Options granted 2,852 2.45 – 20.9 7.20 Options exercised ( 8,078 ) 1.16 – 15.98 5.44 Options canceled ( 2,833 ) 1.16 – 16 7.82 Balances, December 31, 2020 14,638 $ 1.16 – 20.90 $ 5.53 The expired options during the year ended December 31, 2020 totaled 2.4 million with exercise prices ranging from $ 1.16 to $ 16.00 and a weighted average exercise price per share of $ 8.49 . The following table summarizes information with respect to stock options outstanding and exercisable under the plans at December 31, 2020: Options Outstanding Options Exercisable Weighted average Number remaining contractual Weighted average Number Weighted average Exercise price outstanding life (Years) exercise price vested exercise price $ 0.00 – 3.67 4,254,183 5.45 $ 2.53 3,253,267 $ 2.51 $ 3.67 – 7.34 7,560,966 6.18 $ 5.68 5,396,883 $ 5.42 $ 7.34 – 11.01 2,591,433 5.78 $ 9.05 2,191,433 $ 8.95 $ 11.01 – 14.68 131,375 2.99 $ 12.49 96,375 $ 11.82 $ 14.68 – 18.35 500 0.13 $ 15.98 500 $ 15.98 $ 18.35 – 22.02 100,000 9.95 $ 20.90 — $ — $ 22.02 – 25.69 — — $ — — $ — $ 25.69 – 29.36 — — $ — — $ — $ 29.36 – 33.03 — — $ — — $ — $ 33.03 – 36.70 — — $ — — $ — 14,638,457 5.90 $ 5.53 10,938,458 $ 5.32 The aggregate intrinsic value of the outstanding and exercisable options presented in the table above totaled $ 298.8 million and $ 225.6 million, respectively. The aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between $ 25.94 , our closing stock price on the last trading day of our fourth quarter of 2020 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2020. The aggregate intrinsic value changes at each reporting date based on the fair market value of our common stock. The weighted average remaining contractual life for exercisable options is 4.89 years. The vested and expected to vest options as of December 31, 2020 totaled 13,677,000 , with aggregate intrinsic value of $ 279.0 million, weighted average exercise price per share of $ 5.54 and weighted average remaining contractual life of 5.73 years. The total intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $ 63.1 million, $ 2.6 million and $ 5.3 million, respectively. The weighted-average grant-date fair value of all options granted with exercise prices equal to fair market value was $ 4.14 in 2020, $ 0 in 2019, $ 1.50 in 2018 determined by the Black-Scholes option valuation method. There were no options granted with exercise prices lower than fair market value in 2020, 2019 and 2018. Time-based RSUs Each RSU represents one equivalent share of our common stock to be awarded after satisfying the applicable continued service-based vesting criteria over a specified period. These RSUs vest over four years at a rate of 25 % annually. The fair value for these RSUs is based on the closing price of our common stock on the date of grant. We measure compensation expense for these RSUs at fair value on the date of grant and recognize the expense over the expected vesting period on a straight-line basis. The RSUs do not entitle participants to the rights of holders of common stock, such as voting rights, until the shares are issued. RSUs that are expected to vest are net of estimated future forfeitures. The following table summarizes the time-based RSUs activity for the year ended December 31, 2020 (in thousands, except per share amounts): Weighted average Number grant date of shares fair value RSUs outstanding at December 31, 2019 1,086 $ 6.12 RSUs granted 6,556 5.18 RSUs released ( 1,000 ) 6.33 RSUs forfeited ( 723 ) 4.40 Unvested RSUs outstanding at December 31, 2020 5,919 $ 5.25 For the years ended December 31, 2020, 2019 and 2018, we recognized compensation expense of $ 7.7 million, $ 4.9 and $ 0.2 million, respectively, related to time-based RSUs. Performance-based RSUs Starting 2018 the Compensation Committee of the Board of Directors approved awards of RSUs with performance-based vesting under the 2010 Plan to certain employees. Each RSU represents one equivalent share of our common stock to be awarded upon vesting at the end of the performance periods, if specific performance goals set by the Compensation Committee of the Board of Directors are achieved. No RSUs with performance-based vesting will vest if the performance goals are not met. The fair value of these RSUs is based on the closing price of our common stock on the date of grant. We make a quarterly probability assessment as to whether the performance goals will be achieved. Changes in our assessment of the probability of vesting results in adjustments to stock-based compensation, which may include either a cumulative catch-up of expense or a reduction of expense depending on whether the likelihood of vesting has increased or decreased, that is recognized in the period such determination is made. The RSUs do not entitle participants to the rights of holders of common stock, such as voting rights, until the shares are issued. RSUs that are expected to vest are net of estimated future forfeitures. The following table summarizes the performance-based RSUs activity for the year ended December 31, 2020 (in thousands, except per share amounts): Weighted average Number grant date of shares fair value PSUs outstanding at December 31, 2019 138 $ 2.63 PSUs granted — — PSUs released — — PSUs forfeited ( 44 ) 2.63 Unvested PSUs outstanding at December 31, 2020 94 $ 2.63 2010 Employee Stock Purchase Plan We adopted the ESPP in October 2010. Our ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Each offering period will generally consist of four purchase periods, each purchase period being approximately six months . The price at which the stock is purchased is equal to the lower of 85 % of the fair market value of the common stock at the beginning of an offering period or at the end of a purchase period. Each offering period will generally end and the shares will be purchased twice yearly on March 1 and September 1. If the stock price at the end of the purchase period is lower than the stock price at the beginning of the offering period, that offering period will then be terminated and new offering period comes to place. The ESPP provides for an annual increase to the shares available for issuance at the beginning of each calendar year equal to 2 % of the common shares then outstanding. Pursuant to the terms of the then-in-process Merger Agreement with Illumina, offerings under our 2010 ESPP were suspended after the completion of the purchase period ended March 1, 2019. After the merger with Illumina was terminated in January 2020, we began offerings under the ESPP again starting with the offering period beginning March 1, 2020. For the years ended December 31, 2020, 2019 and 2018, 834,677 shares, 1,306,329 shares and 1,674,960 shares of common stock were purchased under the ESPP, respectively. As of December 31, 2020, 5,878,770 shares of our common stock remain available for issuance under our ESPP. Stock-based Compensation Total stock-based compensation expense consists of the following (in thousands): Years Ended December 31, 2020 2019 2018 Cost of revenue $ 2,236 $ 1,857 $ 3,124 Research and development 7,061 7,699 10,076 Sales, general and administrative 8,236 6,845 9,953 Total stock-based compensation expense $ 17,533 $ 16,401 $ 23,153 As of both December 31, 2020 and 2019, $ 0.3 million of stock-based compensation cost was capitalized in inventory on our consolidated balance sheets, respectively. The tax benefit of stock-based compensation expense was immaterial for the years ended December 31, 2020, 2019 and 2018. Stock Options We estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. For the year ended December 31, 2019, we did no t grant any stock option. For the years ended December 31, 2020, 2019 and 2018, the fair value of employee stock options was estimated using the following weighted average assumptions: Years Ended December 31, 2020 2019 2018 Expected term (years) 5.0 years — 5.2 years Expected volatility 70.7 % — 66.8 % Risk-free interest rate 0.3 % — 2.6 % Dividend yield — — — We recorded stock-based compensation expense for stock options of $ 6.2 million, $ 11.0 million and $ 15.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, $ 9.9 million of total unrecognized compensation expense related to stock options was expected to be recognized over a weighted-average period of 3 years. Cash received from option exercises for the years ended December 31, 2020, 2019 and 2018 was $ 43.9 million, $ 5.9 million and $ 6.3 million, respectively. ESPP We estimated the fair value of shares to be issued under the ESPP using the Black-Scholes option pricing model. For the years ended December 31, 2020, 2019 and 2018, weighted average fair value at grant date for shares to be issued under the ESPP was $ 1.68 , $ 0 and $ 1.47 , respectively. For the years ended December 31, 2020, 2019 and 2018, the fair value of shares to be issued under the ESPP was estimated using the following assumptions: Years Ended December 31, 2020 2019 2018 Expected term (years) 0.5 - 2.0 — 0.5 - 2.0 Expected volatility 57 % - 71 % — 65 % - 67 % Risk-free interest rate 0.1 %- 1.0 % — 1.3 %- 2.7 % Dividend yield — — — We recorded stock-based compensation expense for ESPP of $ 3.4 million, $ 0.5 million and $ 6.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Cash received through the ESPP for the years ended December 31, 2020, 2019 and 2018 was $ 2.4 million, $ 2.7 million and $ 3.4 million, respectively. |