Stock-Based Compensation | Stock-Based CompensationStock Options The following table summarizes the stock option activity: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2022 14,888,007 $ 5.24 Granted — $ — Exercised (2,300) $ 1.70 Forfeited/Cancelled (1,550,149) $ 5.16 Outstanding at September 30, 2023 13,335,558 $ 5.25 During the three months ended September 30, 2023, the Company extended the post-termination exercise period for each outstanding stock option held by certain former executives such that the post-termination exercise period will end on the earlier of (i) the original expiration date of the stock option, or (ii) the date that is the 3-year anniversary of certain former executives no longer providing services to the Company. There were no changes to the exercise price or other terms of these stock options, and these stock options were already fully vested prior to the modification. As a result of this modification, we recognized incremental stock-based compensation expense of $0.5 million for the three and nine months ended September 30, 2023. 2021 Equity Incentive Plan In April 2021, the Company’s board of directors adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), which became effective in connection with the IPO. All equity-based awards granted on or after the effectiveness of the 2021 Plan are granted under the 2021 Plan. The 2021 Plan provides for grants of incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”) awards, performance awards and other forms of awards to the Company’s employees, directors and consultants and any of its affiliates’ employees and consultants. Initially, the maximum number of shares of the Company’s common stock that may be issued under its 2021 Plan will not exceed 25,025,580 shares of the Company’s common stock. In addition, the number of shares of the Company’s common stock reserved for issuance under its 2021 Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to (1) 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company’s board of directors prior to the date of the increase. On January 1, 2023, 3,713,026 additional shares were reserved for issuance pursuant to this provision. The maximum number of shares of the Company’s common stock that may be issued on the exercise of ISOs under its 2021 Plan is 75,100,000 shares. The following table summarizes the RSU activity: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-Employee Directors Directors, Officers and Employees Non-Employee Directors Directors, Officers and Employees Unvested RSUs at December 31, 2022 452,951 4,165,403 $ 3.44 $ 8.09 Transfer from Employee to Non-Employee Director (1) 1,147,566 (1,147,566) $ 9.02 $ 9.02 Granted 882,862 6,295,701 $ 1.74 $ 1.82 Vested (2) (1,358,421) (1,225,521) $ 5.89 $ 6.35 Forfeited (388,147) (1,430,377) $ 10.51 $ 5.62 Unvested RSUs at September 30, 2023 736,811 6,657,640 $ 1.85 $ 2.85 _____________ (1) Relates to former Chief Executive Officer ("CEO") RSUs that were reclassified to non-employee director shares for disclosure purposes. The former CEO was not re-nominated for election by the Board in connection with the annual stockholder meeting in May 2023. (2) Includes accelerated vesting of certain former executives' outstanding RSUs, including the former CEO and CFO. As such, the Company recognized the related stock-based compensation expense during the three and nine months ended September 30, 2023. As of September 30, 2023, there was $16.7 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.9 years. 2021 Employee Stock Purchase Plan In April 2021, the Company’s board of directors adopted the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The Company authorized the issuance of 1,175,000 shares of common stock under the 2021 ESPP. In addition, the number of shares available for issuance under the 2021 ESPP will be annually increased on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031 by the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,525,000 shares, except before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). On January 1, 2023, 928,256 additional shares were reserved for issuance pursuant to this provision. Subject to any limitations contained therein, the 2021 ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase common stock at a discounted price per share. Under the 2021 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85% of the fair value at the time of grant or 85% of the fair value at the time of exercise. The right to purchase shares of common stock is granted in May and November of each year for an offering period of approximately six months. For the three and nine months ended September 30, 2023, 68,962 shares were purchased under the 2021 ESPP. As of September 30, 2023, the Company had 2,814,479 remaining authorized shares available for purchase. The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the grant-date fair value of the 2021 ESPP: For the nine months ended September 30, 2023 Expected life of options (in years) 0.50 Expected stock price volatility 86.19% Risk free interest rate 5.36% Expected dividend yield —% Weighted average grant-date fair value per share $0.67 2023 Inducement Plan In March 2023, the Company's Compensation Committee adopted the 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan reserved 4,000,000 shares of the Company’s common stock for issuance under the Inducement Plan to individuals who satisfy the standards for inducement grants under the relevant Nasdaq Stock Market rules. Stock-Based Compensation Expense Stock-based compensation expense related to RSU awards, 2021 ESPP purchases and stock options, as applicable, are as follows: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 (In thousands) Selling, general and administrative (1) $ 3,608 $ 3,852 $ 13,648 $ 10,929 Research and development 99 48 244 431 Total stock-based compensation expense $ 3,707 $ 3,900 $ 13,892 $ 11,360 __________________ (1) The Company extended the post-termination stock option exercise period for certain former executives, resulting in stock-based compensation expense of $0.5 million during the three months ended September 30, 2023. Additionally, the Company modified certain former executives' RSUs to accelerate vesting, including $0.5 million and $3.1 million during the three and nine months ended September 30, 2023. |