STOCKHOLDERS' EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCKHOLDERS' EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION

STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION

Shelf Registration

In April 2024, 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. The shelf registration statement relating to these securities became effective on April 19, 2024. As of December 31, 2024, there is $150,000 available under the shelf registration statement.

On October 31, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”). The Sales Agreement provides for the offer and sale of up to $25,000 of our newly issued common stock as registered under the April 2024 shelf registration, from time to time through an “at the market offering” program. We will specify the parameters for the sale of the shares of common stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. We may offer and sell up to $25,000 of shares of common stock pursuant to the Sales Agreement. Actual sales of common stock under the Sales Agreement will depend on a variety of factors including, among other things, market conditions, the trading price of the common stock and potential funding needs. As a result, the full amount of capital may not be fully realized. We intend to use the net proceeds from these at-market offerings, if any, for general corporate purposes. Our general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. As of December 31, 2024, there are $25,000 of shares of common stock available for issuance under this agreement.

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 April 2024, 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 19, 2024. As of December 31, 2024, there are 11,925 shares of common stock available for issuance under this acquisition shelf registration statement.

Share Repurchase Program

On December 12, 2023, the Board of Directors amended and restated our prior 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 4,748 shares. We have 1,283 options, 754 RSUs, and 368 PSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2024.

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 $6,444 and $5,430 for 2024 and 2023, respectively.

The following table summarizes the weighted average assumptions used to develop their fair value for the years ended December 31:


	2024 (1)			2023
Grant date fair value	$	—		$	5.30
Risk-free interest rate	—		%	3.63		%
Expected volatility	—		%	52		%
Expected life (in years)	0.00			3.35
Dividend yield	—			—

(1) No employee stock options granted in 2024.

As of December 31, 2024, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands):


Options, PSUs and RSUs outstanding			2,406
Shares available for future grant			1,015
Shares reserved			3,421

The following table summarizes activity related to options during the year ended December 31, 2024:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding, beginning of year	1,397	$	7.30
Granted	—	—
Exercised	(104)	6.65
Cancelled	(10)	6.76
Outstanding, end of year	1,283	$	7.36	1.49	$	2,673

Vested and expected to vest	1,281	$	7.36	1.49	$	2,670
Exercisable	1,244	$	7.35	1.45	$	2,586

The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023, was $225 and $2,154, respectively. As of December 31, 2024, total compensation cost not yet recognized related to nonvested share options was $108, which is expected to be recognized over a weighted average period of 0.68 years.

The following table summarizes activity related to RSUs during the year ended December 31, 2024 (in thousands, except for weighted average grant date fair value):


	Shares	Weighted Average Grant Date Fair Value
Outstanding, beginning of year	519	$	10.87
Granted	571	9.19
Vested	(319)	10.91
Forfeited	(17)	10.17
Outstanding, end of year	754	$	9.59

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023, was $3,481 and $2,126, respectively. As of December 31, 2024, total compensation cost not yet recognized related to nonvested RSUs was $4,335, 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, 2024 (in thousands, except for weighted average grant date fair value):


	Shares	Weighted Average Grant Date Fair Value
Outstanding, beginning of year	304	$	9.49
Granted	220	9.04
Performance adjustments	(47)	9.15
Vested	(109)	9.49
Forfeited	—	—
Outstanding, end of year	368	$	9.26

As of December 31, 2024, total compensation cost not yet recognized related to nonvested PSUs was $682 which is expected to be recognized over a weighted average period of 1.68 years.

As of December 31, 2024, we had 1,015 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. Defined contribution plan expense was $2,061 and $1,705 during the years ended December 31, 2024 and 2023, respectively.

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, 875 shares were reserved for issuance of which there remains 409 shares available for future issuance.