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SHARE-BASED COMPENSATION
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Share-based Payment Arrangement [Text Block]
NOTE 9 - STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION

Shelf Registration

In March 2021, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $150,000 (which includes 1,480 of unsold securities that were previously registered on other registration statements effective at the time of this filing of our current S-3). The shelf registration statement relating to these securities became effective on April 21, 2021. As of December 31, 2023, there is $104,000 available under the shelf registration statement.

On August 16, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to a firm commitment offering of 3,333 newly issued shares of our common stock at a public offering price of $12.00 per share (the “2023 Offering”). On August 21, 2023, we completed the 2023 Offering, and realized net proceeds of $37,395, after deducting underwriting discounts and offering expenses of $2,605. Additionally, on August 30, 2023, the Underwriters exercised their option to purchase an additional 500 shares of our common stock, and we realized net proceeds of $5,507, after deducting underwriting discounts and offering expenses of $493.

Also in March 2021, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow for us to issue securities in future business combinations. Pursuant to the acquisition shelf registration statement, we may from time to time issue up to 12,500 shares of our common stock as consideration in future business combinations. The shelf registration statement relating to these securities became effective on April 21, 2021. As of December 31, 2023, there are 12,500 shares of common stock available for issuance under this acquisition shelf registration statement.

Share Repurchase Program

On March 10, 2020, our Board of Directors authorized a stock repurchase plan (the “Stock Repurchase Plan”), under which we may repurchase up to $5,000 of our outstanding common stock. This stock repurchase program is in addition to 364 shares available under our stock repurchase plan existing prior to March 10, 2020.

On December 12, 2023, the Board of Directors amended and restated the Stock Repurchase Plan to authorize us to purchase up to $10,000 in shares of our common stock, but no more than $1,500 in shares of our common stock during any calendar quarter. Share repurchases must occur during an open trading window under our insider trading policy and the number of shares that we can purchase on any trading day may not exceed 10% of the trading volume on such trading day. The Stock Repurchase Plan sunsets on September 30, 2025.

Under the Stock Repurchase Plan, we may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent to which we repurchase our shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by management. The repurchase program may be extended, suspended or discontinued at any time. We expect to finance the program from existing cash resources.

Stock and Stock Option Plans

We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”).

Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance bonus awards, performance stock unit awards (PSUs”), other stock or cash-based awards and dividend equivalents to eligible individuals. We generally grant stock options with exercise prices equal to the fair market value at the time of grant. The options generally vest over three to four years and are exercisable for a period of five to ten years beginning with the date of grant.

The number of shares available for issuance under the 2018 Plan is 4,350 shares. We have 1,397 options, 519 RSUs, and 304 PSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2023.
We use the Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based upon our historical volatility. Estimated option life and forfeiture rate assumptions are derived from historical data. For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method.

Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $5,430 and $3,179 for 2023 and 2022, respectively.

The following table summarizes the weighted average assumptions used to develop their fair value for the years ending December 31:
20232022
Grant date fair value$5.30 $2.47 
Risk-free interest rate3.63 %1.92 %
Expected volatility52 %51 %
Expected life (in years)3.352.88
Dividend yield— — 

As of December 31, 2023, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands):
Options, PSUs and RSUs outstanding2,220 
Shares available for future grant1,733 
Shares reserved3,953 

The following table summarizes activity related to options during the year ended December 31, 2023:
SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding, beginning of year1,932 $7.34 
Granted11 13.12 
Exercised(420)7.19 
Cancelled(126)7.96 
Outstanding, end of year1,397 $7.30 2.40$2,346 
Vested and expected to vest1,363 $7.30 2.38$2,294 
Exercisable1,089 $7.22 2.21$1,885 

The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $2,154 and $20, respectively. As of December 31, 2023, total compensation cost not yet recognized related to nonvested share options was $945, which is expected to be recognized over a weighted average period of 1.08 years.
The following table summarizes activity related to RSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value):
SharesWeighted Average Grant Date Fair Value
Outstanding, beginning of year281 $6.65 
Granted467 11.70 
Released(183)6.77 
Forfeited(46)9.87 
Outstanding, end of year519 $10.85 

The total fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $2,126 and $839, respectively. As of December 31, 2023, total compensation cost not yet recognized related to nonvested RSUs was $4,010, which is expected to be recognized over a weighted average period of 1.90 years.

The following table summarizes activity related to PSUs during the year ended December 31, 2023 (in thousands, except for weighted average grant date fair value):
SharesWeighted Average Grant Date Fair Value
Outstanding, beginning of year— $— 
Granted354 9.49 
Released— — 
Forfeited(50)9.49 
Outstanding, end of year304 $9.49 

As of December 31, 2023, total compensation cost not yet recognized related to nonvested PSUs was $1,521 which is expected to be recognized over a weighted average period of 2.01 years.

As of December 31, 2023, we had 1,733 shares available for grant pursuant to the 2018 Plan.

401(k) Savings Plan

We sponsor a defined contribution 401(k) plan that is available to substantially all employees. Our Board of Directors may amend or terminate the plan at any time. We made a Safe Harbor non-elective contribution to the plan of $1,705 as of December 31, 2023, and a Safe Harbor non-elective contribution to the plan of $1,495 as of December 31, 2022.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the stockholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever is lower). Under the ESPP, 475 shares were reserved for issuance of which there remains 125 shares available for future issuance.