Stockholders’ (Deficit) Equity And Stock-Based Compensation | Note 12 - Stockholders’ (Deficit) Equity And Stock-Based Compensation Prior to the reverse recapitalization, Legacy Volta had two classes of authorized common stock: Legacy Volta Class A common stock and Legacy Volta Class B common stock. Shares issued on early exercise are not considered outstanding for accounting purposes because the employees holding these awards are not entitled to the rewards of stock ownership. The holders of Legacy Volta Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company; holders of Legacy Volta Class B common stock are entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors. Reverse Recapitalization On the Closing Date and in accordance with the terms and subject to the conditions of the reverse recapitalization, each share of the Legacy Volta Class A common stock and Legacy Volta Class B common stock, par value $0.0001 per share, was canceled and converted into the right to receive the applicable portion of the reverse recapitalization comprised of the Company’s Class B common stock and Company's Class A common stock, par value $0.0001 per share, respectively, as determined pursuant to the share conversion ratio. The share conversion ratio is approximately 1.2135. PIPE Financing Concurrently with the execution of the Business Combination Agreement, certain accredited investors entered into subscription agreements, each dated February 7, 2021, pursuant to which the investors agreed to purchase 30,000,000 shares of Volta's Class A Common Stock in a private placement for aggregate gross proceeds of $300 million. Convertible Preferred Stock Prior to the closing, Legacy Volta had shares of Series A, Series B, Series C, Series C-1, Series C-2, Series D, and Series D-1 convertible Preferred Stock outstanding. Upon the Closing, the outstanding shares of Legacy Volta Preferred Stock were converted into Class A common stock of the Company at approximately 1.2135 per share, the exchange ratio established in connection thereof the reverse recapitalization. The following summarized the Company’s Preferred Stock conversion immediately after the reverse recapitalization: Preferred Shares Conversion Ratio Common Stock Series A redeemable convertible Preferred Stock 7,363,856 1.2135 8,936,039 Series B redeemable convertible Preferred Stock 11,090,568 1.2135 13,458,404 Series C redeemable convertible Preferred Stock 665,428 1.2135 807,497 Series C-1 redeemable convertible Preferred Stock 7,675,798 1.2135 9,314,581 Series C-2 redeemable convertible Preferred Stock 18,581,768 1.2135 22,548,975 Series D redeemable convertible Preferred Stock 8,283,574 1.2135 10,052,117 Series D-1 redeemable convertible Preferred Stock 13,266,042 1.2135 16,098,342 Total 66,927,034 81,215,955 Company’s common stock outstanding Authorized Shares Issued and Outstanding Shares September 30, 2021 Volta Class A common stock 350,000,000 152,021,218 Volta Class B common stock 50,000,000 9,887,185 Total common stock outstanding 400,000,000 161,908,403 December 31, 2020 Volta Class A common stock 48,540,000 13,185,808 Volta Class B common stock 104,361,000 11,510,629 Total common stock outstanding 152,901,000 24,696,437 Volta Class A and Volta Class B common stock Each holder of Volta Class A common stock has the right to one vote per share of Volta Class A common stock, and each holder of Volta Class B common stock has the right to ten votes per share of Volta Class B common stock held of record by such holder. Any dividends or distributions will be treated on a per share basis for each class. In the event a dividend is paid in the form of shares of Volta Class A common stock or Volta Class B common stock then holders of Volta Class A common stock will receive shares of Volta Class A common stock and holders of Volta Class B common stock will receive shares of Volta Class B common stock, with holders of shares of Volta Class A common stock and Volta Class B common stock receiving, on a per share basis, an identical number of shares of Volta Class A common stock or Volta Class B common stock, as applicable. Subject to any preferential or other rights of any holders of Volta Preferred Stock then outstanding, upon the liquidation, dissolution or winding up of Volta, whether voluntary or involuntary, holders of Volta Class A common stock and Volta Class B common stock are entitled to receive ratably all assets of Volta available for distribution to its stockholders. The holders of Volta Class A and Class B common stock do not have preemptive, subscription, redemption or conversion rights. The Volta Class B common stock is convertible into shares of Volta Class A common stock on a one-to-one basis at the option of the holders or automatically upon predetermined events of the Volta Class B common stock at any time upon written notice to Volta. Volta Preferred Stock The Certificate of Incorporation of Volta dated filed with the Secretary of State of the State of Delaware on August 26, 2021, as the same may be amended, supplemented or modified from time to time provides that shares of Volta Preferred Stock may be issued from time to time in one or more series up to 10,000,000 shares. No such shares have been issued as of September 30, 2021. Shares reserved for issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: September 30, 2021 December 31, 2020 Redeemable Convertible Preferred Stock — 76,493,917 Outstanding Public Warrants 8,621,640 — Outstanding Private Warrants 5,933,333 — Preferred Stock Warrants — 190,210 Common stock warrants 9,773,835 10,156,090 Options and RSAs outstanding 11,881,500 6,307,307 Shares available for grant – 2014 Equity Incentive Plan — 14,301,980 Shares available for grant – 2021 Equity Incentive Plan 11,234,585 — Total shares of common stock reserved 47,444,893 107,449,504 Stock option activity Upon the Closing, Volta's board of directors, (the "Board") adopted a new plan (which amended and restated the prior plan), the 2021 Equity Incentive Plan (“2021 EIP”) effective as of August 26, 2021. As of September 30, 2021, 11,234,585 shares of common stock were available and reserved for issuance under the 2021 EIP. The amount of shares available and reserved for issuance under the 2021 EIP include the shares reserved for issuance under the Legacy Volta 2014 Equity Incentive Plan ("2014 EIP"). On the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, the number of shares available for issuance under the 2021 EIP will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares determined by the Board, with such shares to be Class A common stock. Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units and certain other awards which are settled in the form of common shares under the 2021 EIP. No further awards will be granted under the Legacy Volta 2014 EIP. Stock option activity and activity regarding shares available for grant under the Plan is as follows: Number of options outstanding Weighted-average exercise price per share Weighted-average remaining contractual life (years) Aggregate intrinsic value (in thousands) January 1, 2020 12,890,557 $ 0.76 8.6 $ 5,836 Options granted 5,319,061 1.05 Options exercised (259,070) 0.49 Options forfeited (281,669) 0.97 Options expired (110,148) 0.76 December 31, 2020 17,558,731 $ 0.93 8.2 $ 30,881 Options granted 5,080,793 3.35 Options exercised (618,785) 1.70 Options forfeited (124,272) 1.76 Options expired — — March 31, 2021 21,896,467 $ 2.03 8.4 $ 108,590 Options granted 1,663,344 — Options exercised (384,199) 0.66 Options forfeited (81,095) 2.41 Options expired — — June 30, 2021 23,094,517 $ 2.88 8.3 $ 124,351 Options granted 459,310 8.46 Options exercised (8,371,796) 3.86 Options forfeited (170,652) 2.21 Options expired — Balance at September 30, 2021 15,011,379 $ 3.14 8.5 $ 63,228 Options vested and exercisable as of September 30, 2021 4,519,984 $ 1.55 7.6 $ 31,231 The aggregate intrinsic value of employee options exercised during the three months ended September 30, 2021 and September 30, 2020 was $45.6 million and immaterial, respectively. The aggregate intrinsic value of employee options exercised during the nine months ended September 30, 2021 and September 30, 2020 was $52.0 million and immaterial, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the date of the exercise and the exercise price for in-the-money options. The weighted-average grant-date fair value of employee options granted during the three months ended September 30, 2021 and September 30, 2020 was $5.42 and $0.37 per share, respectively. The weighted-average grant-date fair value of employee options granted during the nine months ended September 30, 2021 and September 30, 2020 was $4.29 and $0.37 per share, respectively. The weighted-average grant-date fair value of employee options forfeited during the three months ended September 30, 2021 and September 30, 2021 was $2.33 and $0.35 per share, respectively. The weighted-average grant-date fair value of employee options forfeited during the nine months ended September 30, 2021 and September 30, 2020 was $2.10 and $0.91 per share, respectively. The weighted-average grant-date fair value of options that vested during the three months ended September 30, 2021 and September 30, 2020 was $1.53 and $1.01 per share, respectively. The weighted-average grant-date fair value of options that vested during the nine months ended September 30, 2021 and September 30, 2020 was $1.77 and $0.79 per share, respectively. The total fair value of options vested during the three months ended September 30, 2021 and September 30, 2020 was $1.6 million and $1.0 million , respectively. The total fair value of options vested during the nine months ended September 30, 2021 and September 30, 2020 was $7.4 million and $1.7 million, respectively. Stock-based compensation Stock-based compensation is estimated using the Black-Scholes option pricing model on the date of grant. The fair value of all options is amortized on a ratable basis over the required service periods of the awards, which are generally the vesting periods. The weighted-average assumptions that were used in calculating such values during the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected dividend yield — % — % — % — % Risk-free interest rate 0.9 % 0.4 % 0.7 % 0.8 % Expected volatility 64.2 % 54.9 % 60.4 % 48.0 % Expected term (in years) 6.0 5.9 5.8 5.9 The Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Therefore, the expected term of options granted is based on the “simplified method” of expected life. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. As the Company does not have a trading history for its common stock prior to the reverse recapitalization, the expected stock price volatility for the Company’s common stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its common stock. As of September 30, 2021 and 2020, the Company had unrecognized employee stock-based compensation expense of $18.9 million and $2.4 million, respectively, related to unvested stock awards not yet recognized, which is expected to be recognized over an estimated weighted-average period of approximately 3.3 years and 1.7 years, respectively. Compensation expense Compensation expense related to stock-based awards was recorded in selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss for $4.6 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively, and $51.4 million and $0.8 million for the nine months ended September 30, 2021, and 2020 respectively. Partial recourse promissory notes As of September 30, 2021 and December 31, 2020, the Company had $1.2 million and $10.4 million of promissory notes outstanding from employees and former employees, issued for 243,306 and 1,036,124 restricted stock purchases of Legacy Volta Class A common stock, respectively, and the exercise of 1,331,914 and 11,147,195 shares of stock options exercisable for Legacy Volta Class B common stock, respectively. Two of the remaining promissory notes for the exercise of stock options represent the aggregate exercise price of the options and carry an interest rate of 2.26%, and the principal and interest are due upon the earlier of (i) the tenth anniversary of the note’s issuance, or (ii) the date of a change of control. One of the promissory notes carries an interest rate of 3.25% and is due December 15, 2021. All promissory notes issued are collateralized by the shares issued in exchange for the note and were considered to be partial recourse as they may be surrendered at the then fair market value of a share of common stock as determined by the Board. The remainder up to 50% of the value of the original principal of the notes is collateralized by the assets of the borrowers. The amount payable is not limited to the fair value of the shares at the time of default or maturity. As such, the shares are not considered exercised for accounting purposes and the shares issued are not reflected as outstanding in the condensed consolidated financial statements until the notes are repaid and the underlying stock options have vested. The promissory notes with current employees were required to be settled upon the Closing. The notes associated with three former employees were not required to be settled upon the change of control and going public and remain outstanding as of September 30, 2021 in accordance with the terms of each respective Note. As of September 30, 2021, the Company had $0.1 million recorded in prepaid and other current assets related to one former employee’s tax portion that will not be settled until the repayment of the note in December 2021. |