Stock-Based Compensation | Note 12. Stock-Based Compensation 2016 Stock Plan On December 21, 2016, the Company’s predecessor entity’s board of directors adopted, and the Company’s predecessor entity’s shareholders approved, the 2016 Stock Plan, as amended (the "2016 Plan") and the Company assumed the 2016 Plan in connection with its reincorporation as a Delaware corporation in January 2019. Certain employees, directors and consultants to the Company have been granted options to purchase common shares under the 2016 Plan and related agreements. The 2016 Plan authorizes options to be granted in the form of Incentive Stock Options or Nonstatutory Stock Options. As of September 30, 2021 and December 31, 2020, there were no shares available for issuance under the 2016 Plan. Under the 2016 Plan, Teknova granted time-based and performance-based options, each with a term of ten years . Time-based options vest over a four-year period with a one-year cliff. The Company recognizes compensation expense for stock options over the vesting period. Forfeitures are recognized as incurred. Prior to the execution of the THP Transaction, 3,951,334 time-based options were fully vested. The remaining 1,485,006 unvested time-based options accelerated and became fully vested immediately upon the execution of the THP Transaction. The Company repurchased 3,542,994 of the Company’s common stock options pursuant to the THP Transaction for $ 2.0521 per share. The Company granted 284,682 performance-based options that vest upon a change of control, which excludes the THP Transaction. When the 2020 Plan became effective, no additional stock awards were granted under the 2016 Plan, although all outstanding stock awards granted under the 2016 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2016 Plan. 2020 Equity Incentive Plan The Company’s board of directors and the Company’s stockholders adopted the 2020 Equity Incentive Plan, as amended (the “2020 Plan”), on August 31, 2020. Pursuant to the 2020 Plan, the Company had reserved 3,143,848 shares of its common stock for issuance thereunder. As described below, after the 2021 Equity Incentive Plan (the “2021 Plan”) became effective, no additional awards will be made pursuant to the 2020 Plan; however, the 2020 Plan will continue to govern outstanding awards granted thereunder. As of September 30, 2021 and December 31, 2020, zero and 1,924,370 shares, respectively, were available for issuance under the 2020 Plan. Under the 2020 Plan, the Company granted time-based and performance-based options, each for a term of ten years . The time-based options vest over a four-year period. Options to purchase the Company ’s common stock were granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The Company recognizes compensation expense for stock options over the vesting period. Forfeitures are recognized as incurred. Performance-based options vest upon the meeting of certain expectations based on pre-established goals for growth in revenue and EBITDA. On June 14, 2021 the Company’s board of directors approved an amendment to the outstanding performance based option to acquire 231,719 shares of the Company’s common stock previously granted under 2020 Plan on August 31, 2020, to eliminate the performance based vesting and provide that such option will vest in 48 equal monthly installments commencing on June 24 , 2021, the date upon which the Company’s Registration Statement on Form S-1 (File No. 333-256795) (the “IPO Registration Statement”) was declared effective by the SEC. The stock option modification was measured as the excess of the fair value of the modified option over the fair value of the original option immediately before the modification in accordance with FASB ASC Topic 718. The incremental stock-based compensation expense for such stock option modification is approximately $ 3.5 million, which is being amortized over the 48-month vesting period. During the three and nine months ended September 30, 2021, $ 0.2 million and $ 0.3 million in incremental stock-based compensation expense was recognized in general and administrative expense on the condensed statements of operations and comprehensive income (loss), respectively. 2021 Equity Incentive Plan On June 14, 2021 and June 17, 2021, the Company’s board of directors and the Company’s stockholders, respectively, approved the 2021 Plan, which became effective on June 23, 2021 in connection with the IPO. From and after the date on which the 2021 Plan became effective, no further grants will be made under the 2020 Plan. 2,908,283 shares of the Company’s common stock are reserved for issuance under the 2021 Plan. As of September 30, 2021, 2,750,625 shares of the Company's common stock were available for future grants under the 2021 Plan. The types of equity-based awards that may be granted under the 2021 Plan include: options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards. The maximum number of shares of the Company’ s common stock that may be issued under the 2021 Plan is 5,020,114 shares of the Company ’ s common stock, which is the sum of (i) 2,908,283 new shares, plus (ii) an additional number of shares not to exceed 2,111,830 shares, consisting of any shares of the Company ’ s common stock subject to outstanding stock options or other stock awards granted under the 2020 Plan that, on or after the 2021 Plan became effective, terminate or expire prior to exercise or settlement. The equity-based awards will vest over a four-year period for all employees and will vest over a three-year period for the Company ’s board of directors. Generally, the number of shares of the Company’ s common stock that will be reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding year; provided, however, that the Company’s board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. The following table summarizes the stock option activity under the 2016, 2020, and 2021 Plans for the indicated periods (unaudited) (in thousands, except share and per share data): Number of Weighted Weighted Average Aggregate Balance at December 31, 2020 2,246,544 $ 0.95 9.41 $ 10,081 Granted 466,967 $ 14.26 — — Exercised — $ — — — Cancelled or forfeited ( 121,849 ) $ 1.85 — — Balance at September 30, 2021 2,591,662 $ 3.31 8.84 $ 56,216 Exercisable at September 30, 2021 569,589 $ 0.80 8.68 $ 13,723 Unrecognized compensation expense related to stock options was $ 7.4 million at September 30, 2021, which is expected to be recognized as expense over the weighted-average period of 3.4 years. Additionally, i n January 2019, the Company granted 284,682 performance-based options that vest upon a change of control. As of September 30, 2021, these options were not considered probable of vesting. The Company had unrecognized compensation expense of approximately $ 0.5 million at September 30, 2021 relating to these options. Stock-based compensation expense included in the accompanying condensed financial statements was as follows (in thousands): For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Cost of Sales 1 — 1 — Research and Development 30 — 107 — Sales and Marketing ( 30 ) — 23 — General and administrative 441 31 796 31 Total stock-based compensation expense $ 442 $ 31 $ 927 $ 31 Teknova uses the Black-Scholes option-pricing model to determine the fair value of stock options. The valuation model for stock compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility and fair value of the Company’s common stock, and an assumed risk-free interest rate. The assumptions used in the Black-Scholes option-pricing model were as follows: Volatility . Since the Company has limited historical data on volatility of its stock, expected volatility is based on the volatility of the stock of similar publicly traded entities. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, size, and financial leverage. Fair value of underlying common stock . Prior to the closing of the IPO, the Company had to estimate the fair value of its common stock. Management considered numerous objective and subjective factors to determine the fair value of the Company’s common stock. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third- party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results;(v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the closing of the IPO, the fair value of the Company’s common stock is determined by the closing price of its common stock as reported on The Nasdaq Stock Market, LLC on the date of grant. Risk-free interest rate . The risk-free rate that the Company uses is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Expected life . As the Company does not have sufficient historical exercise activity to estimate expected life, the expected life of options granted was determined using the “simplified” method, as illustrated in the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 107, as amended by SAB No. 110. Under this approach, the expected term is presumed to be the average of the weighted average vesting term and the contractual term of the option. Dividend yield . Teknova has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero . In addition, the terms of the Credit Agreement prohibit us from paying dividends, other than dividends payable on the Company’s common stock, without the prior consent of the lender. The weighted average assumptions used in the Black-Scholes option-pricing model are as follows: For the Three For the Three For the Nine For the Nine Estimated dividend yield 0 % 0 % 0 % 0 % Weighted-average expected stock price volatility 33.16 % 36.08 % 33.65 % 36.08 % Weighted-average risk-free interest rate 0.99 % 0.42 % 0.93 % 0.42 % Expected average term of options (in years) 6.25 6.25 6.11 6.25 Weighted-average fair value of common stock $ 27.49 $ 3.46 $ 15.25 $ 3.46 Weighted-average fair value per option $ 9.42 $ 2.13 $ 5.62 $ 2.13 Employee Stock Purchase Plan On June 14, 2021 and June 17, 2021, the Company’s board of directors and the Company’s stockholders, respectively, approved the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on June 23, 2021 in connection with the IPO. A total of 290,828 shares of the Company’s common stock are reserved for issuance under the ESPP. The number of shares of the Company’s common stock that will be reserved for issuance will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 319,911 shares (subject to adjustments for stock splits, dividends, combinations of shares, exchanges of shares and other “Capitalization Adjustments”, as defined in the ESPP), except before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Generally, all regular employees, including executive officers, employed by the Company will be eligible to participate in the ESPP and to contribute, normally through payroll deductions, up to 15 % of their earnings (as defined in the ESPP) for the purchase of the Company’s common stock under the ESPP. Unless otherwise determined by the Company’s board of directors, shares of the Company’s common stock will be purchased for the accounts of employees participating in the Company’s ESPP at a price per share equal to the lesser of (i) 85 % of the fair market value of a share of the Company’s common stock on the first day of an offering; or (ii) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase. Amounts contributed and accumulated by the participant will be used to purchase the Company’s common stock at the end of each offering period. No employee will be permitted to purchase shares under the ESPP at a rate in excess of $ 25,000 worth of the Company’s common stock (based on the fair market value per share of the Company’s common stock on the date a purchase right under the ESPP is granted) for each calendar year such a purchase right is outstanding. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of the Company’s common stock. Participation ends automatically upon termination of employment with the Company. As of September 30, 2021, the Company had 290,828 shares of the Company's common stock reserved for future grants under the ESPP. As of September 30, 2021, there had been no grants of purchase rights and no offering periods have commenced under the ESPP. |