Stockholders' Equity | 10. Stockholders’ Equity Preferred stock The Amended and Restated Certificate of Incorporation authorizes the Company to issue up to 15,000,000 shares of $ 0.001 par value preferred stock. Common stock The Amended and Restated Certificate of Incorporation authorizes the Company to issue up t o 300,000,000 shares of $ 0.001 par value common stock. Private Placement On December 27, 2022, the Company entered into a Purchase Agreement and agreed to sell an aggregate of 146,627,565 shares of the Company’s common stock. On February 9, 2023, the Private Placement closed and the Company issued the shares. Common stock warrants As of March 31, 2023, the Company`s outstanding warrants to purchase shares of common stock, consisted of the following: Issuance Date Number of Shares of Common Stock Issuable Exercise Price Classification Expiration Date May 9, 2017 33,964 $ 11.31 Equity May 8, 2027 July 19, 2019 43,878 $ 11.31 Equity July 18, 2029 77,842 Shares reserved for future issuance The Company has shares of common stock reserved for future issuances as follows: March 31, December 31, 2023 2022 Warrants to purchase common stock 77,842 77,842 Common stock options issued and outstanding 27,056,747 2,290,596 Common stock available for future grants 13,557,722 374,099 Restricted stock units issued and outstanding 871,792 1,247,059 Common stock available for ESPP 3,541,141 62 2008 Stock Plan and 2021 Equity Incentive Plan, as amended (the 2021 and 2008 Plan) A summar y of stock option activity is set forth below (in thousands, except share and per share data): Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 2,290,596 $ 8.33 8.0 $ 1 Options granted 24,921,277 $ 0.28 Options exercised ( 6 ) $ 0.61 Options forfeited or cancelled ( 155,120 ) $ 7.32 Outstanding, March 31, 2023 27,056,747 $ 0.92 9.7 $ 1 Shares exercisable March 31, 2023 1,506,339 $ 8.86 6.0 $ - Vested and expected to vest, March 31, 2023 27,056,747 $ 0.92 9.7 $ 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money as of March 31, 2023 and December 31, 2021. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2023 and 2022 was de minimis. The total fair value of options that vested during the three months ended March 31, 2023 and 2022 was $ 0.8 million and $ 1.0 million, respectively. The options granted during the three months ended March 31, 2023 and 2022 had a weighted-average per share grant-date fair value o f $ 0.20 per share and $ 3.50 per share, respectively. As of March 31, 2023, the total unrecognized stock-based compensation expense related to unvested stock options wa s $ 8.6 million, which is expected to be recognized over the remaining weighted-average vesting period o f 3.3 years. Early exercise of stock options The terms of the 2008 Plan permit the exercise of certain options granted under the 2008 Plan prior to vesting, subject to required approvals. The shares are subject to the Company’s lapsing repurchase right upon termination of employment at the original purchase price. The proceeds initially are recorded in accrued current liabilities from the early exercise of stock options and are reclassified to additional paid-in capital as the Company’s repurchase right lapses. During the three months ended March 31, 2023 and 2022, the Company had no repurchases of common stock. As of March 31, 2023 and December 31, 2022, there were 140,413 shares and 188,025 shares that were subject to repurchase, respectively. The aggregate exercise prices of early exercised shares as of March 31, 2023 and December 31, 2022 were $ 0.1 million and $ 0.1 million, respe ctively, which were recorded in other current liabilities on the balance sheets. Restricted Stock Units A summary of RSU activity is s et forth below: Number of Weighted Average Grant Date Fair Value Unvested, December 31, 2022 1,247,059 $ 2.58 Released ( 356,487 ) $ 2.58 Forfeited or cancelled ( 18,780 ) $ 2.63 Unvested, March 31, 2023 871,792 $ 2.58 As of March 31, 2023, the total unrecognized stock-based compensation expense related to unvested restrict ed stock units was $ 1.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.8 years. 2021 Employee Stock Purchase Plan, as amended (ESPP) The fair value of the predicted share purchase rights granted under the ESPP upon the commencement of the offering period was estimated on the date of grant using the Black-Scholes option pricing model applying the following assumptions as of December 1, 2022, the current offering period's commencement date: (i) risk- free interest rate 4.61 %, (ii) dividend rate 0 %, (iii) expected terms 0.5 year and 1.0 year, and (iv) volatility 77.21 % and 76.29 %, for the two tranches, respectively. Compensation expe nse of less than $ 0.1 million wa s recorded into the condensed statement of operations for the three-months ended March 31, 2023. As of March 31, 2023, the total unrecognized compensation cost related to the ESPP tranches was immaterial, which will be amortized for the two tranches over weighted-average periods of approxi mately 0.5 years. Stock-based compensation associated with awards to employees and non-employees Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of goods sold $ 43 $ 69 Sales and marketing 645 591 Research and development 8 14 General and administrative 578 849 Total $ 1,274 $ 1,523 The above stock-based compensation expense related to the following equity-based awards (in thousands): Three Months Ended March 31, 2023 2022 Stock options $ 825 $ 1,026 RSU 425 497 ESPP 24 — Total $ 1,274 $ 1,523 The Company estimated the fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of stock options was estimated u sing the following weighted-average assumptions: Three Months Ended March 31, 2023 2022 Expected dividends 0 % 0 % Expected volatility 77.8 70.8 % Risk-free interest rate 4.2 % 1.9 % Expected term 6 years 6 years |