Stock-Based Compensation | Note 12. Stock-Based Compensation Equity Incentive Plans On July 5, 2016, Legacy Cepton adopted the 2016 Stock Plan (the “2016 Plan”) under which 4,800,000 shares of Legacy Cepton’s common stock were reserved for issuance to employees, nonemployee directors, consultants, and advisors. As of December 31, 2021, there were 9,187,533 shares of common stock reserved for issuance. As of June 30, 2022, there were no shares available for future issuance. At December 31, 2021, 1,472,512 shares were available for future issuance. As a result of the Business Combination, the Company no longer grants new incentive awards under the 2016 Plan. Incentive awards existing under the 2016 Plan immediately prior to the Business Combination were converted into options to receive shares of common stock through application of the Exchange Ratio (“Post Conversion Awards”). On February 10, 2022, the Company adopted the 2022 Stock Plan (the “2022 Plan”) under which 15,123,142 shares of the Company’s common stock were reserved for issuance to employees, nonemployee directors, consultants, and advisors. Per the terms of the 2022 Plan, in the event any post conversion awards issued and outstanding under the 2016 Plan are cancelled, terminated, or expire, said number of shares will be made available for issuance under the 2022 Plan. The share limit shall automatically increase on the first trading day in January of every calendar year during the term of the 2022 Plan, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the board of directors. As of June 30, 2022, there were 10,477,359 shares of common stock reserved for issuance under the 2022 Plan. Restricted Common Stock Awards Unvested early exercise options or SARs are considered restricted shares and are subject to repurchase by the Company in the event the shareholders’ employment is terminated. The Company may, at its option, repurchase said shares at the lesser of (i) the price paid by the shareholder to exercise the award or (ii) the fair market value of the Company’s common stock determined on the date of the repurchase. During the vesting term, each holder of restricted stock awards is deemed to be a common stock shareholder and, accordingly, shall have dividend and voting rights. On August 20, 2020, Legacy Cepton granted 150,000 early exercise option awards under the 2016 Plan to an independent contractor. The options vest over 24 equal monthly installments beginning on August 10, 2020. On December 29, 2020, the option holder elected to early exercise all granted awards, purchasing the related shares for $2.02 per share or aggregate consideration of $303 thousand. At the time of exercise, 25,000 shares were fully vested with the remainder being unvested. On the date of purchase, Legacy Cepton recognized the vested portion purchased as common stock issued with additional paid in capital. The Company recognized a liability associated with the unvested restricted shares, recording a liability included in accrued expenses of $25 thousand and $101 thousand as of June 30, 2022 and December 31, 2021, respectively. As shares of restricted stock vest, the Company will reclassify the liability to common stock and additional paid in capital. The Company did not grant any early exercise options during the three and six months ended June 30, 2022 and 2021. As of June 30, 2022, the Company had not repurchased any of the unvested restricted shares. The fair value of Legacy Cepton’s common stock on the date the early exercise options were granted was $2.02 per share. The fair value of Legacy Cepton’s common stock on the date the restricted shares were issued was $3.07 per share. The total intrinsic value of outstanding unvested restricted stock awards was $48 thousand as of June 30, 2022. Incentive Stock Options and Nonqualified Stock Options A summary of the Company’s employee and nonemployee stock option activity for the six months ended June 30, 2022 and 2021 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 6,796,114 $ 4.66 7.5 $ 126,591 Retroactive application of Exchange Ratio 9,849,028 (2.75 ) Outstanding as of December 31, 2021 16,645,142 1.91 Granted 561,050 9.12 Exercised (917,012 ) 0.49 Expired/Forfeited (834,181 ) 4.01 Outstanding as of June 30, 2022 15,454,999 $ 2.14 7.1 $ 10,170 Exercisable, June 30, 2022 9,856,212 $ 1.18 6.2 $ 8,965 Vested and expected to vest as of June 30, 2022 15,454,999 $ 2.14 7.1 $ 10,170 During the six months ended June 30, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $3.66 and $2.87 per share, respectively. As of June 30, 2022, there was $11.9 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 2.3 years. The total intrinsic value of options exercised during the six months ended June 30, 2022 and 2021 was $3.9 million and $0.7 million, respectively. The Company recognizes forfeitures as they occur. Restricted Stock Units The Company granted restricted stock units (“RSUs”) under the 2022 Plan in the second quarter of 2022. Each RSU granted under the 2022 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period of one to four years based on fulfilling a service condition. The fair value of RSU is equal to the fair value of the Company’s common stock on the date of grant. No RSUs were granted during the six months ended June 30, 2021. A summary of the Company’s RSU activity for the six months ended June 30, 2022 is presented below: Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 4,438,153 $ 2.82 Released — $ — Forfeited (99,923 ) $ 2.91 Outstanding as of June 30, 2022 4,338,230 $ 2.81 As of June 30, 2022, there was $11.5 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.7 years. The total intrinsic value of RSUs outstanding at June 30, 2022 was $6.8 million. The Company recognizes forfeitures as they occur. Performance-based Stock units The Company granted 123,000 shares of performance-based stock units (“PSUs”) under the 2022 Plan in the second quarter of 2022, with 66,000 shares in the first tranche and 57,000 shares in the second tranche. Each grant to consist of two market-based vesting tranches, with the first tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price exceeds $15.00 per share or (ii) the Company’s market capitalization exceeds $2.1 billion; and the second tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price exceeds $17.50 per share or (ii) the Company’s market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the grantee’s continued employment with the Company through the day on which the applicable goal is achieved. The fair value of the PSUs at valuation date was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, dividend yield, stock price as of the valuation date, market capitalization targets and the corresponding share price targets necessary for each tranche of PSUs to vest, expected life, and risk-free rate. The fair value of the PSUs at valuation date was $120 thousand with weighted average grant date fair value of $0.98, amortizing over a derived service period of 21 and 22 months for each tranche, respectively. Stock-Based Compensation For the three and six months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense related to options granted to employees and nonemployees as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 60 $ 4 $ 103 $ 20 Research and development expense $ 1,152 $ 1,264 $ 1,981 $ 1,385 Selling, general and administrative expense $ 1,027 $ 514 $ 1,502 $ 671 Total stock-based compensation expense $ 2,239 $ 1,782 $ 3,586 $ 2,076 For the three months ended June 30, 2022 and 2021, the Company capitalized $50 thousand and $38 thousand, respectively, of stock-based compensation expense into inventory. For the six months ended June 30, 2022 and 2021, the Company capitalized $103 thousand and $58 thousand, respectively, of stock-based compensation expense into inventory. During the three and six months ended June 30, 2022, the Company recognized additional stock-based compensation expense of $0.3 million as a result of modification of a cancelled option of a nonemployee. There were no modifications during the three and six months ended June 30, 2021. |