Stock-Based Compensation | NOTE 9. STOCK-BASED COMPENSATION Employee Stock Purchase Plan The Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the first date of the effectiveness of the registration statement on Form S-1 filed by the Company. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 1,329,040 shares of the Company’s common stock at 85 % of the market price at the lesser of the date the purchase right is granted or exercisable. The Company currently holds offerings consisting of six month periods commencing on January 1 and July 1 of each calendar year, with a single purchase date at the end of the purchase period on June 30 and December 31 of each calendar year. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of 1 % of all classes of the Company’s common stock outstanding on the immediately preceding December 31, or such smaller number of shares as determined by the Company’s Board or the committee. On January 1, 2022, the number of shares reserved and available for issuance for the ESPP was increase d by 764,473 shares. As of September 30, 2022 , 2,076,453 shares remained available for issuance . Eligible employees can contribute up to 15 % of their gross base earnings for purchases under the ESPP through regular payroll deductions. Purchase of shares under the ESPP is limited for each employee at $ 25,000 worth of the Company’s shares of common stock (determined using the lesser of (i) the market price of a share of common stock on the first day of an applicable purchase period and (ii) the market price of a share of comm on stock on the purchase date) for each calendar year in which a purchase right is outstanding. During the nine months ended September 30, 2022 and 2021, the Company issued 17,060 and 0 shares, respectively, upon exercise of purchase rights. The Company recognizes compensation expense on a straight-line basis over the service period. During the three months ended September 30, 2022, and 2021, the Company recognized $ 100 and $ 0 , respectively, of compensation expense related to the ESPP. During the nine months ended September 30, 2022 and 2021, the Company recognized $ 100 and $ 0 , respectively, of compensation expense related to the ESPP. Below are the assumptions used for the nine months ended September 30, 2022 in determining the fair value of shares under the ESPP. No shares were issued duri ng the nine months ended September 30, 2021. Nine Months Ended September 30, 2022 Expected volatility 70.3 % Expected dividends — Expected term (in years) 0.50 Discount rate 10.0 % Risk-free rate 2.79 % 2021 Incentive Award Plan The 2021 Incentive Award Plan (“2021 Plan”) was adopted by the Company’s Board of Directors on October 8, 2021. The 2021 Plan was adopted by the Company’s stockholders on October 19, 2021 and became effective on the date prior to the first date of the effectiveness of the registration statement on Form S-1 filed by the Company. The 2021 Plan authorizes the Company to issue an initial aggregate maximum number of shares of common stock equal to (i) 7,641,979 shares plus (ii) the number of shares that are available for issuance under the 2011 Plan plus (iii) any shares that are subject to 2011 Plan that become available for issuance (via expiration, forfeitures, etc.) plus (iv) an increase commencing on January 1, 2022 and continuing annually on the anniversary thereof through January 1, 2031, equal to the lesser of (a) 5 % of the shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board or the committee. On January 1, 2022, the number of shares reserved and available for issuance for the 2021 Plan was increased by 3,822,364 shares. As of September 30, 2022 , the Company had reserved 10,760,114 shares of common stock for future grants. Stock Options There were 359,054 and 816,250 options granted during the nine months ended September 30, 2022 and 2021, respectively. During the three months ended September 30, 2022 and 2021, the Company recognize d $ 2,254 a nd $ 1,032 , respectively, of compensation expense related to stock options. During the nine months ended September 30, 2022 and 2021, the Company recognized $ 6,351 and $ 2,747 , respectively, of compensation expense related to stock options. Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company received cash in the amount of $ 1,923 an d $ 91 from the exercise of stock options for the three months ended September 30, 2022 and 2021, respectively. The Company received cash in the amount of $ 2,224 and $ 442 from the exercise of stock options for the nine months ended September 30, 2022 and 2021, respectively. The tax benefit from equity options exercised were $ 436 and $ 19 for the three months ended September 30, 2022 and 2021 , respectively. The tax benefit from equity options exercised were $ 504 and $ 93 for the nine months ended September 30, 2022 and 2021, respectively. During the first nine months of 2022, the Company granted certain officers and contractors of the Company an aggregate of 311,840 tim e-based options at a weighted average strike price o f $ 16.08 . During the first nine months of 2021, the Company granted certain officers and contractors of the Company an aggregate of 816,250 time-based options at a weighted average strike price of $ 6.60 . Below are the assumptions used for the nine months ended September 30, 2022 and 2021 in determining the fair value of each option award: Nine Months Ended September 30, 2022 2021 Expected volatility 52.0 % 52 % - 54 % Expected dividends — — Expected term (in years) 5.60 5.75 - 6.25 Risk-free rate 2.01 % 0.47 % - 0.93 % The aggregate intrinsic value of the options outstanding as of September 30, 2022 is $ 59,651 . The aggregate intrinsic value of vested and exercisable options as of September 30, 2022 is $ 43,280 . The weighted average fair value of options granted during the nine months ended September 30, 2022 and 2021 was $ 9.26 a nd $ 5.04 , respectively, on the dates of grant. As of September 30, 2022, there was approxi mately $ 21,662 total unrecognized compensation cost related to non-vested stock option compensation arrangements, which is expected to be recognized over a weighted average period of 3.03 years. The following summarizes the Company’s stock option plan and the activity for the nine months ended September 30, 2022: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding, December 31, 2021 7,953,018 $ 9.02 8.16 Granted 359,054 16.08 Exercised or released ( 617,578 ) 3.89 Forfeited or expired ( 389,724 ) 11.84 Outstanding, September 30, 2022 7,304,770 $ 9.66 7.64 Exercisable, September 30, 2022 3,324,831 $ 4.80 6.17 Vested and expected to vest at September 30, 2022 7,304,770 $ 9.66 7.64 Restricted Stock Units The following summarizes the Company’s restricted stock units activity for the nine months ended September 30, 2022. Restricted Stock Units Weighted-Average Fair Value Outstanding, December 31, 2021 79,886 $ 17.84 Granted 87,641 17.12 Vested ( 14,062 ) 16.00 Forfeited or expired ( 8,918 ) 16.82 Outstanding, September 30, 2022 144,547 $ 17.64 Vested and expected to vest at September 30, 2022 144,547 $ 17.64 During the three and nine months ended September 30, 2 0 21 , no Restricted Stock Units (“RSUs”) were granted, vested or forfeited. The grant date fair value for RSUs is the market price of the common stock on the date of grant. The total fair value of RSUs vested during the three and nine months ended September 30, 2022 was $ 0 and $ 225 , respectively. The total fair value of RSUs vested during the three and nine months ended September 30, 2021 was $ 0 . During the three and nine months ended September 30, 2022, the Company re cognized $ 332 an d $ 701 , respectively, of compensation expense related to RSUs. There was no compensation expense related to RSUs recognized during the three and nine months ended September 30, 2021. Stock-based compensation expenses are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of September 30, 2022 , there was approximately $ 1,997 total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted average period of 1.90 years. |