STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2014 Omnibus Incentive Plan In January 2014, our board of directors approved the 2014 Omnibus Incentive Plan and amended and restated the plan in March 2014. Our stockholders approved the Amended and Restated 2014 Omnibus Incentive Plan, or the 2014 Plan, in March 2014. Our 2014 Plan initially permitted the issuance of equity-based instruments covering up to a total of 1,400,000 shares of common stock. Our board of directors and stockholders approved an increase of 1,300,000 shares in June 2016, an additional increase of 3,250,000 shares in June 2017, an additional increase of 4,000,000 shares in June 2019 and an additional increase of 5,000,000 shares in June 2020, bringing the total shares allowed under the plan to 14,950,000. As of December 31, 2021, there were 3,259,944 shares available to issue under the 2014 Plan. Stock Options Options granted in 2021 and 2020 have a term of ten years and vest quarterly over sixteen quarters. The options granted in 2021 had an aggregate grant date fair value of $20,000 and options granted in 2020 had an aggregate grant date fair value of $177,000 utilizing the Black-Scholes option valuation model. We estimated the fair value of stock options awarded during the years ended December 31, 2021 and 2020 using the Black-Scholes option valuation model. The fair values of stock options granted for the years were estimated using the following assumptions: Option Grants Awarded During the Year Ended December 31, 2021 Option Grants Awarded During the Year Ended December 31, 2020 Stock Price $5.31 $1.74 to $2.85 Dividend Yield 0% 0% Expected Volatility 88% 70% to 83% Risk-free interest rate 0.72% 0.36% to 1.52% Expected Term 7 years 7 years Stock-based compensation expense related to stock options was $166,000 and $236,000 for the years ended December 31, 2021 and 2020, respectively. Beginning January 1, 2021, we recognize forfeitures as they occur. For the year ended December 31, 2020, we applied a forfeiture rate of ten percent, which is reflected in our stock-based compensation expense related to stock options. Stock Option Award Activity The following is a summary of our stock option activity during the year ended December 31, 2021: Number of Weighted Weighted Weighted Outstanding, January 1, 2021 1,140,975 $ 4.46 $ 2.81 5.69 Granted 5,000 5.31 4.04 9.04 Exercised (105,098) 2.79 1.69 — Canceled/Forfeited (95,801) 4.90 3.02 — Outstanding, December 31, 2021 945,076 $ 4.60 $ 2.92 4.68 Number of Weighted Weighted Weighted Exercisable, January 1, 2021 955,302 $ 4.74 $ 2.96 5.10 Vested 74,198 3.44 2.32 6.66 Exercised (105,098) 2.79 1.69 — Canceled/Forfeited (75,192) 5.55 3.35 — Exercisable, December 31, 2021 849,210 $ 4.79 $ 3.02 4.32 As of December 31, 2021 there were 95,866 unvested stock options with a weighted average grant date fair value of $2.03. The weighted-average grant date fair value per share of employee stock options granted during the year ended December 31, 2020 was $1.68. As of December 31, 2020 there were 185,673 unvested stock options with a grant date fair value of $2.05. As of December 31, 2021, there was $162,000 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average vesting period of approximately 1.8 years. Both the aggregate intrinsic value of outstanding options and options exercisable as of December 31, 2021 was zero, as there were no options whose exercise price was less than the closing fair market value of our common stock of $1.71 per share. The total intrinsic value of options exercised in the year ended December 31, 2021 was $374,000. The aggregate intrinsic value of outstanding options and options exercisable as of December 31, 2020 were $170,000 and $130,000, respectively, representing options whose exercise price was less than the closing fair market value of our common stock of $2.65 per share. There were no excess tax benefits realized for tax deductions from stock options exercised during the years ended December 31, 2021 and 2020 as we have recorded a full valuation allowance against our deferred income taxes. Restricted Stock Units Activity We account for restricted stock units (RSUs) issued to employees and non-employees at fair value, based on the market price of our stock on the date of grant. RSUs issued in connection with our employee incentive programs typically vest within 10 days of grant. All other RSUs, primarily issued as long term incentives, generally vest annually over three A summary of restricted stock unit activity for the year ended December 31, 2021 is as follows: Number of Weighted-Average Outstanding at January 1, 2021 3,038,785 $ 2.53 Granted 2,851,443 4.38 Vested (2,173,829) 3.51 Forfeited (289,771) 3.88 Outstanding at December 31, 2021 3,426,628 $ 3.44 A summary of restricted stock unit activity for the year ended December 31, 2020 is as follows: Number of Weighted-Average Outstanding at January 1, 2020 2,556,004 $ 3.38 Granted 3,091,206 2.04 Vested (2,183,163) 2.82 Forfeited (425,262) 2.57 Outstanding at December 31, 2020 3,038,785 $ 2.53 As of December 31, 2021, there was $8.6 million of unrecognized compensation expense related to unvested restricted stock unit agreements which is expected to be recognized over a weighted-average period of approximately 2.1 years. For restricted stock unit awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the service period for the entire award. The total fair value of awards vested during the years ended December 31, 2021 and December 31, 2020 was $7.6 million and $6.2 million, respectively. Market-based Awards In August 2016, we granted 250,000 market-based restricted stock units to an executive. The restricted stock units are subject to market-based vesting requirements, measured quarterly, based on the average of (a) the average high daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter and (b) the average low daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter, each as reported by The Nasdaq Stock Market, LLC. The restricted stock units are eligible to be earned on a quarterly basis based on a linear interpolation of the applicable share price, or in the case of a liquidation event, on the day of (or in connection with) such liquidation event based on the applicable transaction price. The share price on the date of issuance was $5.06 per share. In June 2019, the market-based award was modified to increase the number of restricted stock units to 500,000 and to decrease the applicable share price. Additionally, the performance period was extended to September 30, 2022. The share price on the date of modification was $2.73 per share. Once earned, the restricted stock units vest 50% on the date such restricted stock units become earned and 50% on September 30, 2022. To determine the fair value of the award, we used a Monte Carlo simulation, which simulates future stock prices for the Company and, hence, shares vested, pursuant to the award. A key input into the model is the expected volatility for our stock. This estimate considered the historical volatility of our stock as well as the stock price volatility of guideline public companies. The fair value was determined to be $74,000 at the original grant date, and was $147,000 as of the modification date. For each of the years ended December 31, 2021 and 2020, we recognized $42,000 of stock compensation expense in connection with this award, which is included in sales, marketing and administration expenses. The unamortized expense related to this award is $31,500 and is expected to be recognized over 0.75 years. In December 2019, we granted 200,000 market-based restricted stock units to an executive. The restricted stock units are subject to the same market-based vesting requirements discussed for the award granted in August 2016 and modified in June 2019. The share price on the date of issuance was $2.15 per share and the fair value was determined to be $26,000 using a Monte Carlo simulation. For each of the years ended December 31, 2021 and 2020, we recognized $9,000 of stock compensation expense, in connection with this award, which is included in research and development expenses. The unamortized expense related to this award is $6,500 and is expected to be recognized over 0.75 years. Incentive Bonus Awards We provide eligible employees, including executives, the opportunity to earn bonus awards upon achievement of predetermined performance goals and objectives. The purpose is to reward attainment of company goals and/or individual performance objectives, with award opportunities expressed as a percentage of base salary. Bonuses can be measured and paid quarterly and/or annually, and are paid in cash, equity or a combination of cash and equity, in the discretion of our compensation committee. If paid in the form of equity, the expense is included in the above disclosures for stock options or restricted stock units as applicable. As of December 31, 2021 and December 31, 2020, there were no accrued incentives that were settled in the form of equity. Total stock-based compensation recorded in the consolidated statements of comprehensive loss is allocated as follows (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Research and development $ 3,779 $ 2,753 Sales, marketing and administration 4,175 3,071 Total stock-based compensation $ 7,954 $ 5,824 |