Short and Long–Term Incentive Plans | Equity Based Compensation We issue incentive and non-qualified stock options, restricted stock units, and restricted stock awards to employees and non-employees with vesting requirements varying from six months to four years. We utilize the Black-Scholes valuation model for valuing stock option issuances and the grant date fair value for valuing restricted stock issuances. Equity based compensation expense, including vesting of restricted stock units, totaled $10,309,535 and $14,161,754 for the years ended December 31, 2022 and 2021, respectively. Equity based compensation expense is recorded within personnel on the consolidated statements of operations and comprehensive loss. 2016 Employee Stock Option Plan We adopted the 2016 Employee Stock Option Plan on January 16, 2016. The number of awards authorized for issuance under the plan was 10,000,000. We had 2,946,077 and 5,659,017 options issued and outstanding under the plan as of December 31, 2022 and 2021, respectively. We had no restricted stock awards issued and outstanding as of December 31, 2022, and 38,888 restricted stock awards issued and outstanding as of December 31, 2021. During the years ended December 31, 2022 and 2021, 2,658,774 and 889,320 options were exercised into 2,633,551 and 888,815 shares of common stock, respectively. Differences between options exercised and common stock issued are due to shares withheld to cover exercise costs. 2019 Equity Incentive Plan We adopted the 2019 Equity Incentive Plan on June 25, 2019. The number of awards authorized for issuance under the plan was 26,000,000. We had 8,092,375 and 15,102,771 options issued and outstanding as of December 31, 2022 and 2021, respectively; and 200,625 and 1,467,292 restricted stock units issued and outstanding as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, 457,552 and 835,684 options were exercised into 395,929 and 794,582 shares of common stock, respectively. Differences between options exercised and common stock issued are due to shares withheld to cover exercise costs. 2021 Equity Incentive Plan We adopted the 2021 Equity Incentive Plan on June 15, 2021. The number of awards authorized for issuance under the plan is 33,169,237. As of December 31, 2022 and 2021, we had 234,167 and 433,980 options issued and outstanding, respectively. We had 12,831,071 and 4,316,959 restricted stock units issued and outstanding as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, no options issued under this plan were exercised into shares of common stock. The following tables summarize the options issued, outstanding, and exercisable under our equity based compensation plans as of December 31, 2022 and 2021: For the year ended December 31, 2022 Number of Options Weighted Average Exercise Price Intrinsic Value Weighted Average Remaining Life Outstanding, beginning of year 21,195,768 $ 1.74 $ 23,079,520 7.76 Granted 395,313 0.73 — — Exercised (3,029,480) 0.16 2,383,405 — Canceled (7,288,982) 2.59 — — Outstanding, end of year 11,272,619 1.56 686,035 6.14 Exercisable, end of year 9,656,457 1.30 685,914 5.89 Expected to vest, end of year 1,616,162 $ 3.10 $ 121 7.61 For the year ended December 31, 2021 Number of Options Weighted Average Exercise Price Intrinsic Value Weighted Average Remaining Life Outstanding, beginning of year 24,515,544 $ 1.34 $ 84,731,639 8.65 Granted 1,922,480 6.29 — — Exercised (1,683,397) 0.71 8,329,397 — Canceled (3,558,859) 2.37 — — Outstanding, end of year 21,195,768 1.74 23,079,520 7.76 Exercisable, end of year 11,137,578 1.02 16,036,993 7.05 Expected to vest, end of year 10,058,190 $ 2.55 $ 7,042,527 8.55 The following table represents the assumptions used for estimating the fair values of stock options granted to our employees, contractors, and non-employees under the Black-Scholes valuation model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the grant date: 2022 2021 Risk-free interest rate 3.46%–3.91% 0.65%–1.07% Expected volatility 115.75%–116.01% 87.39%–90.89% Expected life (in years) 6.00 6.00 Weighted average estimated fair value of options granted $ 0.73 $ 4.95 Restricted stock award and restricted stock unit transactions during the years ended December 31, 2022 and 2021 are summarized as follows: For the year ended December 31, 2022 For the year ended December 31, 2021 Number of Shares Weighted Average Number of Shares Weighted Average Unvested shares, beginning of year 5,823,139 $ 4.22 2,833,743 $ 3.37 Granted 15,213,789 0.59 4,733,804 4.64 Vested (1,388,421) 3.81 (1,686,349) 4.19 Forfeited or surrendered (6,616,811) 2.74 (58,059) 6.25 Unvested shares, end of year 13,031,696 $ 0.79 5,823,139 $ 4.22 During the year ended December 31, 2022, employees and non-employees received restricted stock units totaling 15,213,789. Vesting of restricted stock units and restricted stock awards totaled 1,349,533 and 38,888, respectively. The shares underlying the restricted stock units granted in 2022 were assigned a weighted average fair value of $0.59 per share, for a total value of $8,976,136. The restricted stock issuances are scheduled to vest over a range of one During the year ended December 31, 2021, employees and non-employees received restricted stock units totaling 4,733,804. Vesting of restricted stock units and restricted stock awards totaled 1,569,681 and 116,668, respectively. The shares underlying the restricted stock units granted in 2021 were assigned a weighted average fair value of $4.64 per share, for a total value of $21,964,851. The restricted stock issuances are scheduled to vest over a range of one As of December 31, 2022, the total compensation cost related to non-vested awards not yet recognized is $9,984,655 and is expected to be recognized over the weighted average remaining recognition period of approximately 2.0 years. As of December 31, 2021, the total compensation cost related to non-vested awards not yet recognized is $27,266,222 and is expected to be recognized over the weighted average remaining recognition period of approximately 2.7 years. Short-Term Incentive Plan During 2021, we determined the final compensation amounts for our 2020 short-term incentive plan and issued restricted stock units valued at $1,996,779 as compensation to eligible employees, recorded as a reclassification from accrued liabilities to stockholders’ equity. We did not have an accrual for the short-term incentive program as of December 31, 2022 or December 31, 2021. Long-Term Incentive Plan During 2021, an executive became eligible for the LTIP program and was issued an option award on March 12, 2021. The total fair value of the award is equal to 200% of the individual’s salary in effect on the date of grant. The awards have an exercise price of A$8.00 and a fair value of $3.06 per award. This award is subject to the same market and service vesting conditions as the grants issued in 2020, though is measured over a two-year period ending January 1, 2023. The following table represents the assumptions used for estimating the fair values of stock options granted to executives for the year ended December 31, 2021 under our long-term incentive program using the Monte Carlo Simulation valuation model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the grant date: 2021 Risk-free interest rate 1.62 % Expected volatility 87.40 % Expected life (in years) 5.81 Weighted average estimated fair value of options granted $ 3.06 On June 10, 2021, we also received shareholder approval to grant the long-term incentive plan awards to executive board members in the form of performance-based restricted stock units. Upon the approval, we reclassified the award from other long-term liabilities to stockholders’ equity. The total fair value reclassified from liability to stockholders’ equity for these awards totaled $8,580,123. Total expense recognized related to compensation under the long-term incentive program was $4,269,967 for the year ended December 31, 2021. During the year ended December 31, 2022 we recorded $1,070,543 of equity based compensation expense related to the long-term incentive plan, offset by expense reversals totaling ($1,244,999) resulting from awards that were forfeit prior to the vesting service condition being met. |