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Stock Based Compensation | 3 Months Ended
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Mar. 31, 2022
Stock-Based Compensation |
Stock-Based Compensation | 16. Stock-Based Compensation 2021 Equity Incentive Plan As of March 31, 2022 and December 31, 2021, shares of common stock that may be issued under the 2021 Plan were 21,177,295. As of March 31, 2022 and December 31, 2021, 11,938,665 and 19,511,916 shares remained available for future grant under the 2021 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2021 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future grants. During the three months ended March 31, 2022, the Company granted 2,262,925 options. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, |
​ |  | 2022 |  | 2021 |
Risk-free interest rate |  | 1.6 | % | 0.5 | %
Expected term (in years) |  | 6.1 | ​ | 4.6 | ​
Expected volatility |  | 75.0 | % | 23.9 | %
Expected dividend yield |  | 0.0 | % | 0.0 | %
​ The following tables summarize the Company’s stock option activity since December 31, 2021 (in thousands, except for share and per share data):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | ​ | ​
​ | ​ | Number of | ​ | Average | ​ | Remaining | ​ | Aggregate
​ | ​ | Shares | ​ | Exercise Price | ​ | Contractual Term | ​ | Intrinsic Value
​ | ​ | ​ | ​ | ​ | ​ | ​ | (in years) | ​ | ​ | ​
Outstanding as of December 31, 2021 | ​ | 20,769,130 | ​ | $ | 0.39 | ​ | ​ | ​ | ​ | ​
Granted |  | 2,262,925 | ​ | ​ | 2.32 |  | ​ |  | ​ | ​
Exercised |  | (499,767) | ​ | ​ | 0.42 | ​ | ​ |  | ​ | ​
Forfeited | ​ | (567,979) | ​ | ​ | 0.42 |  | ​ |  | ​ | ​
Outstanding as of March 31, 2022 |  | 21,964,309 | ​ | ​ | 0.59 | ​ | 7.70 | ​ | $ | 45,207
​ |  |  | ​ |  |  |  |  | ​ |  |
Vested and expected to vest as of March 31, 2022 |  | 21,964,309 | ​ | $ | 0.59 |  | 7.70 | ​ | $ | 45,207
Options exercisable as of March 31, 2022 |  | 12,025,749 | ​ | $ | 0.38 |  | 6.77 | ​ | $ | 27,356
​ The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. Restricted Stock Units The following table summarizes the Company’s restricted stock units activity since December 31, 2021: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Number of | ​ | Grant Date Fair
​ | ​ | Shares | ​ | Value
​ | ​ | ​ | ​ | ​ | ​
Outstanding as of December 31, 2021 | ​ | 1,951,924 | ​ | $ | 6.76
Granted |  | 4,425,142 |  | ​ | 3.50
Vested |  | (80,044) |  | ​ | 7.95
Canceled |  | (46,020) |  | ​ | 5.92
Outstanding as of March 31, 2022 |  | 6,251,002 | ​ | $ | 4.44
​ During the three months ended March 31, 2022, the Company issued 4,425,142 shares of restricted stock units with an aggregate grant-date fair value of $15.5 million under the 2021 Plan. The terms of the RSU’s under the 2021 Plan allow for the following vesting periods, which are determined on an individual basis on the date of grant: (A) The restricted stock units will vest over four years from the Vesting Commencement Date, with 25% of the restricted stock units vesting on the first anniversary of the Vesting Commencement Date and the remaining restricted stock units vesting quarterly thereafter over the remaining three years, subject to the individual remaining a Service Provider (as defined in the 2021 Plan) through the applicable vesting date. (B) The restricted stock units will vest over three years from the Vesting Commencement Date, with one third of the restricted stock units vesting on the first anniversary of the Vesting Commencement Date and the remaining restricted stock units vesting annually thereafter over the remaining two years, subject to the individual remaining a Service Provider (as defined in the 2021 Plan) through the applicable vesting date. (C) The restricted stock units will vest over one year from the Vesting Commencement Date, with the full amount vesting on the first anniversary of the Vesting Commencement Date, subject to the individual remaining a Service Provider (as defined in the 2021 Plan) through the applicable vesting date. Performance Stock Units The following table summarizes the Company’s performance stock units activity since December 31, 2021: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Number of | ​ | Grant Date Fair
​ | ​ | Shares | ​ | Value
​ | ​ | ​ | ​ | ​ | ​
Outstanding as of December 31, 2021 | ​ | — | ​ | $ | —
Granted |  | 934,000 |  | ​ | 2.65
Vested |  | — |  | ​ | —
Canceled |  | — |  | ​ | —
Outstanding as of March 31, 2022 |  | 934,000 | ​ | $ | 2.65
​ During the three months ended March 31, 2022, the Company issued 934,000 shares of with an aggregate grant-date fair value of $2.5 million under the 2021 Plan. Based upon the terms of the award agreements, 50% of the applicable units shall vest on January 1, 2023, provided that the Company has achieved its annual bookings goal for fiscal year 2022; and the remaining 50% of the units shall vest on January 1, 2024 if and only if the 2022 fiscal year bookings goal was achieved and subject to the grantee’s continued service through the applicable vesting date. 2021 Employee Stock Purchase Plan As of March 31, 2022 and December 31, 2021, 3,435,748 shares of the Company’s common stock were available for future issuance. The Company’s Board of Directors may from time to time grant or provide for the grant to eligible employees of options to purchase common stock under the 2021 Employee Stock Purchase Plan during a specific offering period. As of March 31, 2022, no offerings have been approved. Warrants to Non-Employee Service Provider In January 2021, in connection with a Business Development Agreement entered into with Finback Evolv II, LLC, the Company issued a warrant to Finback for the purchase of 2,552,913 shares of common stock at an exercise price of $0.42 per share. The 2021 Finback common stock warrants vest upon meeting certain sales criteria as defined in the agreement and expires in January 2031. The warrants will be accounted for under ASC 718 Compensation – Stock Compensation as the warrants will vest upon certain performance conditions being met. The Company utilized a Black-Scholes pricing model to determine the grant-date fair value of the 2021 Finback common stock warrants granted. The assumptions used are presented in the following table: ​
​ | ​ | ​ | ​
Warrants - Black Scholes |  | ​ | ​
Risk-free interest rate |  | 0.4 | %
Expected term (in years) |  | 3.00 | ​
Expected volatility |  | 23.9 | %
Expected dividend yield |  | 0.0 | %
​ On the date of issuance, the total value of the 2021 Finback common stock warrants were valued as $19.5 million. As of March 31, 2022, 341,094 shares of the 2021 Finback common stock warrants were exercisable at a total aggregate intrinsic value of $2.6 million. The remaining 2,211,819 shares of the 2021 Finback common stock warrants are unvested and have a total aggregate intrinsic value of $16.9 million. As of March 31, 2022, none of the 2021 Finback common stock warrants were exercised. The Company will recognize compensation expense for the 2021 Finback common stock warrants when the warrants become vested based on meeting the certain sales criteria. During the three months ended March 31, 2022 and 2021, the Company recorded $0.4 million and $0.8 million, respectively, of stock-based compensation expense within sales and marketing expense for the 2021 Finback common stock warrants. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31,
​ | ​ | 2022 |  | 2021
Cost of revenue | ​ | $ | 60 | ​ | $ | 5
Sales and marketing | ​ |  | 2,770 | ​ |  | 933
General and administrative | ​ |  | 1,787 | ​ |  | 94
Research and development | ​ |  | 573 | ​ |  | 50
Total stock-based compensation expense | ​ | $ | 5,190 | ​ | $ | 1,082
​ Stock-based compensation expense was classified by award type in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Three Months Ended March 31,
​ | ​ | 2022 |  | 2021
Stock options | ​ | $ | 242 | ​ | $ | 203
Earn-out shares | ​ | ​ | 2,699 | ​ | ​ | —
Warrants | ​ | ​ | 436 | ​ | ​ | 807
Restricted stock units | ​ | ​ | 1,813 | ​ | ​ | 72
Total stock-based compensation expense | ​ | $ | 5,190 | ​ | $ | 1,082
​

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