Stockholders' Equity | 9. Stockholders’ Equity Undesignated Preferred Stock The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 100,000,000 shares of undesignated preferred stock, par value of $ 0.01 per share, with rights and preferences, including voting rights, designated from time to time by the board of directors. No shares of preferred stock were issued or outstanding as of September 30, 2023 and December 31, 2022. Common Stock In the three and nine months ended September 30, 2023, no shares of Class B common stock were converted to Class A common stock. As of September 30, 2023, the par value of the Class A, Class B and Class C shares was $ 2,533 , $ 275 , and $ 56 , respectively. Shares Shares Shares Class A 1,000,000,000 254,038,177 254,038,177 Class B 100,000,000 27,390,397 27,390,397 Class C 200,000,000 5,555,555 5,555,555 1,300,000,000 286,984,129 286,984,129 As of September 30, 2023 and December 31, 2022, the Company had reserved 76,010,467 and 68,617,245 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units, the vesting of performance-based market condition share awards, and the number of shares remaining available for future grant, respectively. Stock Plans and Stock Options The Company maintains the 2006 Employee, Director and Consultant Stock Plan as amended and restated (the “2006 Plan”) and 2020 Equity Incentive Plan (the “2020 Plan” together, the “Plans”) under which it has granted incentive stock options, non-qualified stock options, and restricted stock units to employees, officers, and directors of the Company. In connection with the adoption of the 2020 Plan, the then-remaining shares of common stock reserved for grant or issuance under the 2006 Plan became available for issuance under the 2020 Plan, and no further grants will be made under the 2006 Plan. Options issued under the Plans are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Activity under the Plans is as follows: Number of Weighted Weighted Average Aggregate Outstanding as of January 1, 2023 11,039,551 $ 5.23 5.5 $ 996 Granted — $ — Forfeited ( 581,830 ) $ 5.46 Expired ( 6,160 ) $ 1.77 Exercised ( 286,599 ) $ 1.99 Outstanding as of September 30, 2023 10,164,962 $ 5.25 4.9 $ — Vested and expected to vest as of December 31, 2022 10,951,967 $ 5.02 5.5 $ 996 Vested and expected to vest as of September 30, 2023 10,145,752 $ 5.09 4.9 $ — Options exercisable as of December 31, 2022 10,417,259 $ 4.97 5.4 $ 996 Options exercisable as of September 30, 2023 9,988,146 $ 5.07 4.9 $ — No options were granted in the nine months ended September 30, 2023 and 2022. Restricted Stock Units Activity for the restricted stock units is as follows: Shares Weighted Average Unvested as of January 1, 2023 19,316,459 $ 10.78 Granted 14,811,194 2.55 Vested ( 7,452,216 ) 7.35 Forfeited ( 3,054,608 ) 4.15 Unvested as of September 30, 2023 23,620,829 $ 7.56 The total grant date fair value of RSU’s granted for the nine months ended September 30, 2023 was $ 37,765 . Restricted stock units vest over the service period of one to four years . The aggregate intrinsic value of restricted stock units vested for the nine months ended September 30, 2023 and 2022 was $ 17,018 and $ 18,304 , respectively. Restricted Stock Units with a Market Condition In the nine months ended September 30, 2023 , the Company granted performance-based market condition share awards to certain members of the Company’s management team (excluding the co-CEOs), which entitle these employees with the right to receive shares of common stock upon achievement of certain stock price milestones measured over a rolling thirty day trading-period, subject to the satisfaction of the applicable service vesting conditions. These performance-based market condition share awards consist of three tranches with three separate specified award values t hat become payable upon the achievement of certain stock price milestones, which can result in a vesting range of up to 2,654,598 shares. These performance-based market condition share awards have a performance period of three years . As of September 30, 2023, 1,146,310 of the performance-based market condition share awards granted in the prior year have satisfied both the applicable market capitalization milestones and the service vesting conditions. None of the performance-based market condition share awards granted in 2023 have vested. Shares Weighted Average Unvested as of January 1, 2023 25,602,405 $ 2.30 Granted 2,654,598 2.19 Vested ( 1,146,310 ) 2.12 Cancelled/Forfeited ( 108,035 ) 2.19 Unvested as of September 30, 2023 27,002,658 $ 2.29 The total grant-date fair value of performance-based market condition share awards granted during the nine months ended September 30, 2023 and 2022 was $ 5,805 and $ 63,157 , respectively. There were no performance-based market condition share awards granted during the three months ended September 30, 2023. The weighted average estimated fair value of the performance-based market condition share awards granted during the nine months ended September 30, 2023 was determined using a Monte-Carlo valuation simulation, with the following most significant weighted-average assumptions: Nine Months Ended September 30, 2023 2022 Risk-free rate 4.61 % 2.34 % Term to end of performance period (yrs) 3 years 3 years Valuation date stock price $ 2.76 $ 3.50 Expected volatility 70 % 75 % Expected dividend yield 0 % 0 % 2020 Employee Stock Purchase Plan During the nine months ended September 30, 2022 , the Company issued 703,148 shares under the ESPP. During the nine months ended September 30, 2023, the Company issued 1,224,312 shares under the ESPP. As of September 30, 2023, 6,923,669 shares remained available for issuance. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenues $ 423 $ 427 $ 1,256 $ 1,188 Research and development 2,407 2,750 8,080 7,631 Selling and marketing 2,406 2,045 6,729 5,144 General and administrative 11,663 16,090 43,344 34,341 Total $ 16,899 $ 21,312 $ 59,409 $ 48,304 As of September 30, 2023, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $ 77,452 , which is expected to be recognized over a weighted-average period of 2.3 years. |