STOCK-BASED COMPENSATION | NOTE 11. STOCK-BASED COMPENSATION As of September 30, 2023, the Company had an active stock-based incentive compensation plan and an employee stock purchase plan: the 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Employee Stock Purchase Plan (the “ESPP”). All new equity compensation grants are issued under these two plans; however, outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. The 2022 Plan provides for the grant of stock and stock-based awards including stock options, restricted stock, restricted stock units, performance awards, and stock appreciation rights. As of September 30, 2023, there are 4.1 million shares available for grant under the 2022 Plan and 0.4 million shares available for grant under the ESPP. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and comprehensive loss is classified as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 167,899 $ 357,872 $ 522,627 $ 754,770 Research and development 145,848 37,971 480,131 85,322 Selling and marketing 81,901 13,212 181,413 58,243 General and administrative 239,380 191,105 711,618 968,513 Total stock-based compensation expense $ 635,028 $ 600,160 $ 1,895,789 $ 1,866,848 The Company’s stock-based compensation expense is based on the value of the portion of stock-based payment awards that are ultimately expected to vest. During the three months ended September 30, 2023 and 2022, stock-based compensation relating to stock-based awards granted to consultants was $ 149,434 and $ 119,498 , respectively. During the nine months ended September 30, 2023 and 2022, stock-based compensation relating to stock-based awards granted to consultants was $ 411,602 and $ 841,021 , respectively. Restricted Stock Units The Company grants Restricted Stock Units ("RSUs") to its employees for their services with a liquidity event requirement. The RSUs granted to employees vest over a period of time from the grant date and are subject to the participants continuing service to the Company over the period. RSUs Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 542,706 $ 6.11 RSUs granted 887,997 $ 1.92 RSUs vested ( 342,204 ) $ 4.36 RSUs forfeited ( 132,446 ) $ 1.15 Unvested at September 30, 2023 956,053 $ 1.48 The total grant date fair value of RSUs awarded was $ 1,709,217 and $ 3,316,950 for the nine months ended September 30, 2023 and 2022, respectively. The total grant date fair value of RSUs vested was $ 1,490,805 and nil during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, total unrecognized stock-based compensation costs related to RSUs were $ 3,002,160 , which are expected to be recognized over a remaining weighted average period of 2.4 y ears. As of September 30, 2023, all of the RSUs are expected to vest. Stock Options The Company's outstanding stock options generally expire 10 years from the date of grant and are exercisable when the options vest, generally over four years , the majority of which vest at a rate of 25 % on the first anniversary of the grant date, with the remainder vesting ratably each month over the next three years . A summary of stock option activity is as follows: Number of Stock Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2022 3,133,270 $ 4.35 7.9 $ 5,484,316 Options granted 4,758,417 $ 0.50 Options exercised ( 5,153 ) $ 1.36 Options cancelled or forfeited ( 60,282 ) $ 5.06 Options outstanding at September 30, 2023 7,826,252 $ 2.01 8.8 $ 76,189 Options exercisable at September 30, 2023 2,378,672 $ 3.56 7.0 $ 19,239 Options vested and expected to vest at September 30, 2023 7,826,252 $ 2.01 8.8 $ 76,189 The weighted-average grant date fair value of options granted to employees and consultants was $ 0.50 and $ 1.44 per share for the nine months ended September 30, 2023 and 2022, respectively. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying Common Stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $ 1,040 and $ 2,308,402 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, total unrecognized stock-based compensation cost related to stock options was $ 2,493,083 , which is expected to be recognized over a weighted-average period of 2.4 years. Determining the appropriate fair value of stock based awards requires the input of subjective assumptions including the fair value of the Company’s Common Stock, the expected life of the option, and expected stock price volatility. The Company used the Black Scholes option pricing model to value its stock option awards. The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates. A summary of the assumptions Legacy Nuburu utilized for option grants during the nine months ended September 30, 2023 and 2022, respectively, are as follows: Nine Months Ended September 30, 2023 2022 Expected term (in years) 1.0 - 5.0 5.0 Expected volatility 44.9 %- 47.4 % 36.0 % Risk-free interest rate 3.8 %- 5.4 % 2.2 % Expected dividend yield 0.0 % 0.0 % |