Stock Based Compensation | Note 8 – Stock-Based Compensation 2014 Plan and 2021 Plan Options granted under the 2014 Plan had a ten-year term and vest as to 1/4 balance Options granted under the 2021 Plan during 2022 have a ten-year term and vest as to 1/4 1/4 Effective April 1, 2022, the Company began granting RSUs in accordance with the terms of the 2021 Plan. The grant date fair value of RSUs awarded are determined based on the Company’s closing common share price on the NASDAQ on the trading day preceding the grant date. RSU awards for employees granted during 2022 generally vest 25% per year commencing on the first anniversary of the grant date. RSU awards for employees granted during 2023 generally vest 25% on the first anniversary of the grant date then 6.25% per quarter thereafter. RSU awards upon initial service as a director vest in 12 equal quarterly installments. For initial service grants, vested RSUs are settled in common stock upon the earlier of the director no longer serving on the board of directors or the date the RSU has fully vested. Annual RSU awards to directors generally fully vest on the one-year anniversary of the grant date. Upon vesting, granted RSUs entitle the grantee to receive one share of common stock of the Company at no additional cost. Holders of unvested RSUs do not have voting or dividend rights. At December 31, 2023 and 2022, the Company had 24,264,016 and 24,766,176 shares of common stock underlying stock options outstanding under the 2014 Plan, respectively. No additional grants under the 2014 Plan are permitted. Beginning on January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan shall increase by an amount equal to the lesser of (i) 18,900,000 shares of common stock, (ii) five percent (5%) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year. On January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan increased by 8,377,899 shares of common stock. As of December 31, 2023, the 2021 Plan permitted the Company to grant up to 21,711,885 shares of common stock to its employees, directors, and consultants, as designated by the board of directors. As of December 31, 2023, the Company had 22,048,584 shares of common stock underlying options awards and RSU awards outstanding under the 2021Plan, respectively. Year Ended December 31, 2023 2022 Option awards granted under 2021 Plan 5,176,889 1,730,564 RSU awards granted under 2021 Plan 4,663,079 1,292,429 Compensation Expense for Stock-Based Compensation The fair value of stock options and RSUs issued to employees and directors is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur. For the years ended December 31, 2023 and 2022, the Company recognized compensation costs totaling: Year Ended December 31, 2023 2022 Equity-based compensation costs related to RSUs $ 3,427 $ 1,567 Equity-based compensation costs related to stock options 6,774 7,076 Equity-based compensation costs related to ESPP 169 29 Total equity-based compensation costs $ 10,370 $ 8,672 Unrecognized future compensation cost as of: 23,922 25,531 The fair value of stock options and other equity-based compensation issued to employees is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. The Company allocated compensation ratably across Operating Expenses within the following financial statement lines: Year Ended December 31, 2023 2022 Direct Costs $ 3,751 $ 1,580 Research and Development 4,826 4,474 Selling, general and administrative 1,793 2,618 Total equity-based compensation cost $ 10,370 $ 8,672 Stock Options The fair value for purposes of determining the compensation cost of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of comparable companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each option grant during the years ended December 31, 2023 and 2022 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used: 2023 2022 Approximate risk‑free rate 4.17 % 2.84 % Volatility 46.91 % 44.69 % Average expected life (years) 6 years 6 years Dividend yield 0 % 0 % Weighted‑average grant date fair value $ 2.80 $ 7.26 Estimated fair value of total stock options granted $ 7,815 $ 5,659 When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur. A summary of option activity under the 2014 Plan and 2021 Plan for the years ended December 31, 2023 and 2022 is presented below: Weighted-average Remaining Number of Weighted-average Contractual Term Options Shares Exercise Price (in years) Outstanding at January 1, 2022 34,407,949 $ 1.86 6.98 Granted 1,730,564 $ 7.19 Exercised (8,428,524) $ 0.10 Forfeited or expired (1,711,817) $ 4.64 Outstanding at December 31, 2022 25,998,172 $ 2.60 6.31 Outstanding at January 1, 2023 25,998,172 $ 2.60 6.31 Granted 5,176,889 $ 2.75 Exercised (2,490,275) $ 0.09 Forfeited or expired (4,420,770) $ 3.38 Outstanding at December 31, 2023 24,264,016 $ 2.53 7.03 Exercisable at December 31, 2022 18,202,064 $ 1.19 5.14 Exercisable at December 31, 2023 16,662,487 $ 1.99 4.87 Cash received from options exercised under the 2014 Plan for December 31, 2023 and 2022 was $220 and $818, respectively. The aggregate intrinsic value of exercisable options at December 31, 2023 was $14,121. The aggregate intrinsic value of exercised options at December 31, 2023 was $70,115. Restricted Stock Units The following table summarizes non-vested RSUs at December 31, 2023 and the changes for the period ended December 31, 2023: Number of Weighted-average Shares Grant Date Fair Value Balance at December 31, 2022 1,057,980 7.06 Granted 4,663,079 2.56 Vested or Exercised (278,606) 7.34 Forfeited (969,437) 3.87 Balance at December 31, 2023 4,473,016 3.30 The vested RSUs had no intrinsic value as of December 31, 2023. ESPP The ESPP originated with 3,778,000 shares of common stock available for issuance. Beginning on January 1, 2022, the number of shares of common stock available for issuance under the ESPP shall increase by an amount equal to the lesser of (i) 3,778,000 shares of common stock (ii) one percent (1%) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year. On January 1, 2022, the number of shares of common stock available for issuance under the ESPP increased by 1,685,579 shares of common stock. As of December 31, 2023, 5,748,573 shares remained available for issuance. As of December 31, 2023, the ESPP permitted the Company to issue up to 5,748,573 shares of common stock. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Substantially all employees are eligible to participate and, through payroll deductions, can purchase shares on dates determined by the administrator. However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s common stock. The purchase price per share sold pursuant to the ESPP will be the lower of (i) 85% of the fair market value of common stock on the enrollment or (ii) 85% of the fair market value on the exercise date. Each offering period will span up to six months. Purchases may be up to 15% of qualified compensation, with an annual limit of $25,000. |