STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Plans 2021 Stock Incentive Plan In September 2021, the Company adopted the 2021 Stock Incentive Plan (the “2021 Plan”) under which employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards (incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards). The 2021 Plan initially authorized the issuance of a maximum of 22,399,691 shares of common stock. The number of shares of common stock available for issuance under the 2021 Plan were and will be increased on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 5% of the number of shares of the Company's common stock outstanding on the first day of such fiscal year and (ii) the number of shares of the Company's common stock determined by the Company's board of directors. 2021 Employee Stock Purchase Plan In September 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) under which employees of the Company can purchase shares of the Company’s common stock commencing on such time and such dates as the board of directors of the Company determine. The 2021 ESPP initially allowed for the sale of 2,834,754 shares of common stock. The number of shares of the Company's common stock to be sold under the 2021 ESPP were and will be increased on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 8,504,263 shares, (ii) 1% of the number of shares of the Company's common stock outstanding on the first day of such fiscal year and (ii) a number of shares of the Company's common stock determined by the Company's board of directors. The price at which stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of the Company’s common stock on the lesser of either (i) the first business day of the Plan Period or (ii) the Exercise Date. Stock-Based Compensation Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the three and six months ended June 30, 2023 and 2022, was as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of product revenues $ 709 $ 885 $ 1,345 $ 1,402 Sales and marketing 1,747 2,464 3,275 5,277 Research and development 3,888 6,423 8,957 11,568 General and administrative 4,929 7,020 11,784 14,579 Restructuring 229 — 549 — Total stock-based compensation expense $ 11,502 $ 16,792 $ 25,910 $ 32,826 In total, $0.7 million and $1.3 million of stock-based compensation expense was capitalized to inventory during the manufacturing process during the three and six months ended June 30, 2023, respectively. An immaterial amount remained in inventory as of June 30, 2023. Stock Options A summary of stock option activity and related information for the six months ended June 30, 2023 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at January 1, 2023 7,102,853 $ 5.92 6.4 Granted 3,473,387 2.15 Exercised (169,515) 0.66 Forfeited (1,069,922) 11.76 Expired (129,790) 11.44 Outstanding at June 30, 2023 9,207,013 $ 3.83 7.0 Exercisable at June 30, 2023 5,810,401 $ 4.26 5.6 Vested and expected to vest at June 30, 2023 9,207,013 $ 3.83 7.0 As of June 30, 2023, there was $9.2 million of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.4 years, on a straight-line basis. The estimated fair value of each stock option award granted to employees was determined on the date of grant using the BSM option pricing model with the following assumptions for stock option grants for the six months ended June 30, 2023. 2023 Expected volatility 85% Expected term (years) 6.5 Expected dividend yield 0.0% Risk-free interest rate 4.3% Grant date fair value $ 1.58 During the six months ended June 30, 2023, the Company modified certain stock options previously granted to non-employees. The modification included changes to the exercise price of 622,323 unvested options. As a result of these modifications, the Company will recognize an additional $0.4 million in stock-based compensation expense over the remaining vesting period of the affected options. Restricted Stock Units Under the 2014 and 2021 Plans, RSUs are generally subject to a 4-year vesting period, with 25% of the shares vesting one year from the vesting commencement date and quarterly thereafter over the remaining vesting term, but may be subject to other vesting conditions such as performance or market based conditions. Compensation expense is recognized ratably over the requisite service period. A summary of RSU activity and related information for the six months ended June 30, 2023 was as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2023 18,681,701 $ 9.51 $ 177,739 Granted 9,330,451 1.68 15,706 Vested (2,528,808) 7.32 (18,523) Forfeited (4,878,189) 6.96 (33,934) Outstanding, June 30, 2023 20,605,155 $ 6.84 $ 140,988 As of June 30, 2023, there was $93.0 million of total unrecognized compensation cost related to outstanding RSUs, which is expected to be recognized over a remaining weighted-average vesting period of 2.6 years, on a straight-line basis. Market-Based Performance-Vesting RSUs In September 2021, the Company issued 3,335,300 RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain market-based performance goals. Market-based performance-vesting RSUs vest upon the achievement of certain stock price performance over a performance period. There are seven stock price targets which can be achieved over the performance period and are based on an average closing price of the Company’s common stock. Market-based performance-vesting RSU activity for the six months ended June 30, 2023 was as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2023 $ 3,335,300 $ 12.82 $ 42,759 Granted — — — Vested — — — Forfeited — — — Outstanding, June 30, 2023 $ 3,335,300 $ 12.82 $ 42,759 Operational-Based Performance-Vesting RSUs In September 2021, the Company iss ued 1,597,272 oper ational-based performance-vesting RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain performance goals including meeting certain annual revenue targets and product development milestones. The grant date fair value of operational-based performance-vesting RSUs was estimated based on the fair value of the Company’s common stock on the date of grant. Compensation costs are recorded when achievement of the performance goals is determined to be probable. Operations-based performance-vesting RSU activity for the six months ended June 30, 2023 was as follows: Underlying Shares Weighted-average Grant Date Fair Value Aggregate Fair Value Outstanding, January 1, 2023 798,635 $ 16.00 $ 12,778 Granted 266,212 2.48 660 Vested — — — Forfeited (532,425) 9.24 (4,919) Outstanding, June 30, 2023 532,422 $ 16.00 $ 8,519 Common Stock Warrants As of June 30, 2023, the Company had an outstanding warrant to purchase 75,744 shares of common stock at a purchase price of $0.40 per share. The warrant was issued on August 22, 2017 and expires on August 22, 2027. All shares subject to the warrant were vested as of December 31, 2022. |