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STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION | NOTE 6 – STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION During the three months ended March 31, 2025 and 2024, the Company granted 888,301 and 411,456 restricted stock units ("RSUs") to executive officers and employees under the 2021 Equity Incentive Plan. These RSUs are not considered outstanding until vested. These RSUs have a time-based vesting condition. These units will vest 1/3 per year over three years. Vesting and payment of these RSUs are generally subject to continuing service of the employee or non-employee director over the requisite vesting periods beginning one year from the date of grant to three years after the date of grant. The fair values of these RSUs were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date. These RSUs are not considered outstanding until vested. During the three months ended March 31, 2025 and 2024, the Company also granted 899,919 and 407,688 performance based stock units ("PSUs") which have market-based vesting conditions. The vesting of 679,533 and 407,688 PSUs, respectively, is based on achievement of a total shareholder return relative to a specified peer group (“rTSR”) within the three year performance period. Based on the rTSR, the PSUs can settle in shares in a range from 0% to 200%. The vesting of 220,386 and 0 PSUs, respectively, is based on achievement of a specified 60-day volume weighted average share price (“VWAP”) in relation to the per share closing price on the date of grant. These awards are structured with one-fourth vesting at 125% VWAP, one-fourth vesting at 175% VWAP, one-fourth vesting at 200% VWAP, and the final one-fourth vesting at 225% VWAP. In addition to the achievement of the performance conditions, all PSUs are generally subject to the continuing service of the employee over the requisite vesting period from the earned date continuing through the settlement of the shares, subject to exceptions (in whole or in part) upon certain qualifying terminations of service, as provided in the applicable award agreement. For these PSUs, the shares settle in the first quarter of the year following the year in which the vesting criteria is met. The fair values of PSUs with a market-based vesting condition were estimated using a Monte Carlo simulation model. In connection with the IPO, on November 4, 2021 the Company previously granted PSUs with performance-based vesting conditions to certain employees. The performance-based conditions include PSUs that can vest upon achieving specified stock price performance targets (the "Price Targets"), and the remaining PSUs can vest upon achieving a revenue performance target in any trailing twelve month period up to December 31, 2024 (the "Revenue Target"). During the three months ended March 31, 2024, the Company reassessed the probability of achieving the Revenue Target and determined such achievement is improbable based on current facts and circumstances. As a result, the Company recorded a $10.4 million cumulative reversal of stock compensation expense related to the unvested PSUs attributable to the Revenue Target in the three months ended March 31, 2024. The Company recorded equity-based compensation expense of $1.2 million and $(6.8) million for the three months ended March 31, 2025 and 2024, respectively, in selling, general and administrative expenses on the condensed consolidated statements of operations. Forfeitures are recognized as incurred. The Company paid dividends of approximately $— and $13.0 thousand for the three months ended March 31, 2025 and 2024, respectively. At-the-Market Common Offering Program On March 14, 2025, the Company entered into a sales agreement (the “ATM Agreement”) with Leerink, as sales agent, in connection with an at-the-market offering program under which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock having an aggregate offering price of up to $50.0 million at prices and on terms to be determined by market conditions at the time of offering. The $50.0 million of common stock that may be offered, issued and sold under the ATM Agreement is included in the $100.0 million of securities that may be offered, issued and sold by the Company under its Registration Statement on Form S-3 (File No. 333-285825). The Company and Leerink each have the right to suspend or terminate the ATM Agreement in each party’s sole discretion at any time. In the quarter ended March 31, 2025, the Company sold the following quantities of its common stock pursuant to the ATM Agreement for total net proceeds of approximately $13 thousand:
Date |  | Shares
3/26/2025 |  | 4,486
3/27/2025 |  | 1,132
Total |  | 5,618

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