Stock-based compensation | Stock-based compensation 2010 Stock Option and Grant Plan The Company’s 2010 Stock Option and Grant Plan (the “2010 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to employees, officers, directors and consultants of the Company. Following the effectiveness of the Company's initial public offering ("IPO") in July 2021, no additional awards are being granted under the 2010 Plan and shares of existing outstanding options that were issued under the 2010 Plan and are forfeited or canceled will be available for grant under the 2021 Incentive Award Plan. 2021 Incentive Award Plan In July 2021, the board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards. The 2021 Plan has a term of ten years. The aggregate number of shares of Class A common stock available for issuance under the 2021 Plan is equal to the sum of (i) 4,200,000 shares; (ii) any shares which are subject to the 2010 Plan awards that become available for issuance under the 2021 Plan; and (iii) an annual increase for ten years on the first day of each calendar year beginning on January 1, 2022, equal to the lesser of (A) 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding calendar year and (B) such smaller amount of shares as determined by the board of directors. No more than 33,900,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. As of March 31, 2024, there were 4,738,976 shares available for issuance under the 2021 Plan. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted to employees and directors: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.1 % 4.2 % Expected term (in years) 6.0 6.0 Expected volatility 49.5 % 47.8 % Expected dividend yield 0 % 0 % Stock options The following table summarizes the Company’s stock option activity since December 31, 2023: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2023 6,530,511 $ 2.59 7.12 $ — Granted 751,920 0.95 Exercised (20) 0.75 Expired (139,529) 8.08 Forfeited (31,707) 1.28 Outstanding as of March 31, 2024 7,111,175 $ 2.31 7.28 $ 263 Options vested and expected to vest as of March 31, 2024 7,111,175 $ 2.31 7.28 $ 263 Options exercisable as of March 31, 2024 4,003,111 $ 2.60 6.09 $ 180 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those options that had exercise prices lower than such fair value. The intrinsic value of stock options exercised during each of the three months ended March 31, 2024 and 2023 was less than $0.1 million. The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2024 and 2023 was $0.50 and $0.63, respectively. Restricted stock units Restricted stock unit grants to employees typically have a three-year service-based vesting term in which vesting occurs annually on the anniversary of the grant date. During the three months ended March 31, 2024, the Company granted restricted stock units with service-based vesting conditions only. The Company expenses the fair value of the restricted stock units over the expected vesting period and accounts for forfeitures prospectively as they occur. The following table summarizes the Company's restricted stock units activity since December 31, 2023: Number of Weighted Unvested as of December 31, 2023 1,681,760 $ 2.28 Granted 420,640 $ 0.95 Vested (263,175) $ 4.39 Forfeited (16,341) $ 2.80 Unvested as of March 31, 2024 1,822,884 $ 1.66 The weighted average grant-date fair value per share of restricted stock units granted during the three months ended March 31, 2024 and 2023 was $0.95 and $1.20, respectively. 2021 Employee Stock Purchase Plan In July 2021, the board of directors adopted, and the Company’s stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in connection with the IPO of Class A common stock. The aggregate number of shares of Class A common stock available for issuance under the 2021 ESPP is equal to (i) 400,000 shares and (ii) an annual increase for ten years on the first day of each calendar year beginning on January 1, 2022, equal to the lesser of (A) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding calendar year and (B) such smaller amount of shares as determined by the board of directors. No more than 6,300,000 shares of Class A common stock may be issued under the 2021 ESPP. Under the 2021 ESPP, eligible employees may purchase shares of the Company’s common stock through payroll deductions of up to 15% of eligible compensation during an offering period. Generally, each offering period will be for 6 months as determined by the Company's board of directors. In no event may an employee purchase more than 100,000 shares per offering period based on the closing price on the first trading date of an offering period or the last trading date of an offering period, or more than $25,000 worth of stock during any calendar year. The purchase price for shares to be purchased under the 2021 ESPP is 85% of the lesser of the market price of the Company's common stock on the first trading date of an offering period or on any purchase date during an offering period (March 14 or September 14). During the three months ended March 31, 2024, there were 198,299 shares of Class A common stock purchased under the 2021 ESPP. The Company recognized less than $0.1 million of expense related to the 2021 ESPP for each of the three months ended March 31, 2024 and 2023. As of March 31, 2024, 1,045,858 shares were available for future issuance under the 2021 ESPP. The Company estimates the fair value of shares issued to employees under the 2021 ESPP using the Black-Scholes option-pricing model. The following weighted average assumptions were used in the calculation of fair value of shares under the 2021 ESPP at the grant date for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Risk-free interest rate 5.4 % 4.7 % Expected term (in years) 0.5 0.5 Expected volatility 49.4 % 47.8 % Expected dividend yield 0 % 0 % 2023 Inducement Plan In May 2023, the board of directors adopted the 2023 Inducement Plan (the “Inducement Plan”) pursuant to which the Company reserved 330,000 shares of Class A common stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and dividend equivalent rights. The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In May 2023, pursuant to the Inducement Plan, the Company granted inducement awards to the Company's Senior Vice President, Sales & Marketing, in the form of an option to purchase 220,000 shares of the Company's Class A common stock, with an exercise price per share of $0.83, and 110,000 restricted stock units. The option and restricted stock unit awards were granted as inducements material to the commencement of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). In February 2024, the Company amended its Inducement Plan to reserve an additional 225,000 shares of its Class A common stock. The amendment was adopted by the compensation committee of the board of directors, without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In March 2024, pursuant to the Inducement Plan as amended, the Company granted inducement awards to the Company's Vice President, Legal, in the form of an option to purchase 150,000 shares of the Company's Class A common stock, with an exercise price per share of $0.99, and 75,000 restricted stock units. The option and restricted stock unit awards were granted as inducements material to the commencement of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of March 31, 2024, no shares were available for future issuance under the Inducement Plan. Stock-based compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 147 $ 174 Research and development 129 157 Sales and marketing 105 131 General and administrative 704 781 Total stock-based compensation expense $ 1,085 $ 1,243 As of March 31, 2024, total unrecognized compensation expense related to unvested stock options held by employees and directors was $3.8 million, which is expected to be recognized over a weighted average period of 1.8 years. Additionally, unrecognized compensation expense related to unvested restricted stock units held by employees and directors was $2.4 million, which is expected to be recognized over a weighted average period of 1.9 years. |