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Stockholders' Equity
 9 Months Ended
Sep. 30, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

10. Stockholders’ Equity

Undesignated Preferred Stock

The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 100,000,000 shares of undesignated preferred stock, par value of $0.01 per share, with rights and preferences, including voting rights, designated from time to time by the board of directors. No shares of preferred stock were issued or outstanding as of September 30, 2025 and December 31, 2024.

Common Stock

In the three and nine months ended September 30, 2025 and 2024, no shares of Class B common stock were converted to Class A common stock. As of September 30, 2025, the par value of the Class A, Class B and Class C shares was $147, $14, and $3, respectively. As of December 31, 2024 the par value of the Class A, Class B and Class C shares was $139, $14 and $3, respectively.

 

 

 

 

 

 

September 30, 2025

 

 

December 31, 2024

 

 

 

Shares Authorized

 

 

Shares Issued and Outstanding

 

 

Shares Issued and Outstanding

 

Class A

 

 

1,000,000,000

 

 

 

14,672,254

 

 

 

13,922,877

 

Class B

 

 

100,000,000

 

 

 

1,369,518

 

 

 

1,369,518

 

Class C

 

 

200,000,000

 

 

 

277,777

 

 

 

277,777

 

 

 

 

1,300,000,000

 

 

 

16,319,549

 

 

 

15,570,172

 

 

As of September 30, 2025 and December 31, 2024, the Company had reserved 4,750,527 and 4,622,750 shares of common stock for the exercise of outstanding stock options, the vesting of restricted stock units, the vesting of performance-based market condition share awards, and the number of shares remaining available for future grant, respectively.

Stock Plans

The Company maintains the 2006 Employee, Director and Consultant Stock Plan as amended and restated (the “2006 Plan”), the 2020 Equity Incentive Plan (the “2020 Plan”) and 2024 Inducement Plan (the “2024 Plan”), together, the “Plans,” under which it has granted incentive stock options, non-qualified stock options, cash based awards, restricted stock units and performance stock units to employees, officers, and directors of the Company. In connection with the adoption of the 2020 Plan, the then-remaining shares of common stock reserved for grant or issuance under the 2006 Plan became available for issuance under the 2020 Plan, and no further grants will be made under the 2006 Plan.

Stock Options

Activity under the Plans is as follows:

 

 

 

Number of
Shares

 

 

Weighted
Average
Exercise Price

 

 

Weighted Average
Remaining
Contractual
Term (Years)

 

 

Aggregate
Intrinsic Value

 

Outstanding as of January 1, 2025

 

 

427,710

 

 

$

103.49

 

 

 

3.7

 

 

$

—

 

Forfeited

 

 

(60,366

)

 

$

91.13

 

 

 

 

 

 

 

Expired

 

 

(7,590

)

 

$

44.20

 

 

 

 

 

 

 

Outstanding as of September 30, 2025

 

 

359,754

 

 

$

106.81

 

 

 

3.1

 

 

$

—

 

Vested and expected to vest as of December 31, 2024

 

 

427,351

 

 

$

103.48

 

 

 

3.7

 

 

$

—

 

Vested and expected to vest as of September 30, 2025

 

 

359,534

 

 

$

106.81

 

 

 

3.1

 

 

$

—

 

Options exercisable as of December 31, 2024

 

 

427,490

 

 

$

103.49

 

 

 

3.7

 

 

$

—

 

Options exercisable as of September 30, 2025

 

 

359,754

 

 

$

106.81

 

 

 

3.1

 

 

$

—

 

 

No options were granted in the nine months ended September 30, 2025 and 2024.

Restricted Stock Units

Activity for the restricted stock units is as follows:

 

 

 

Shares

 

 

Weighted Average
Grant Date
Fair Value

 

Unvested as of January 1, 2025

 

 

1,354,040

 

 

$

30.01

 

Granted

 

 

1,069,533

 

 

 

9.35

 

Vested

 

 

(622,138

)

 

 

25.83

 

Forfeited

 

 

(432,927

)

 

 

28.55

 

Unvested as of September 30, 2025

 

 

1,368,508

 

 

$

16.18

 

 

The total grant date fair value of RSU’s granted for the nine months ended September 30, 2025 and 2024 was $9,996 and $34,594, respectively. Restricted stock units vest over the service period of one to four years. The aggregate intrinsic value of restricted stock units vested for the nine months ended September 30, 2025 and 2024 was $4,846 and $11,280, respectively.

Restricted Stock Units with a Performance or Market Condition

In the three months ended September 30, 2025, the Company granted performance-based share units ("PSUs") to the CEO and Executive Chairman, which provided the right to receive shares of common stock, upon achievement of certain performance milestones measured over a three year performance period ending December 31, 2027. A total of 300,000 PSUs were awarded with 50% designated as annual goal PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period, and the remaining 50% as operating cash flow PSUs that are divided into 6 tranches which can be earned over the performance period.

The annual performance goal targets are established at the beginning of each year. Therefore, in accordance with ASC 718, Compensation – Stock compensation, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached.

At each reporting period, the amount of stock-based compensation is determined based on the probability of achievement against the pre-established performance measures and if necessary, a cumulative catch-up adjustment is recorded to reflect any revised estimates regarding the probability of achievement.

 

Activity for the restricted stock units with a performance or market condition is as follows:

 

 

 

Shares

 

 

Weighted Average
Grant Date
Fair Value

 

Unvested as of January 1, 2025

 

 

775,880

 

 

$

39.51

 

Granted

 

 

199,999

 

 

 

7.06

 

Cancelled/Forfeited

 

 

(25,722

)

 

 

43.73

 

Expired

 

 

(700,000

)

 

 

39.05

 

Unvested as of September 30, 2025

 

 

250,157

 

 

$

14.41

 

 

The total grant-date fair value of performance-based share units granted during the nine months ended September 30, 2025 was $1,438. There were no performance-based or market condition share awards granted during the nine months ended September 30, 2024.

Long-term Incentive Awards

As part of his employment agreement, the chief financial officer ("CFO") was granted a long term incentive award, under which a total of $5,000 can be earned. The award is eligible to vest in four equal annual tranches on the anniversary of the CFO's start date, subject to employment and certain performance and market conditions being met. The award will be paid out in cash unless the board of directors determines the amount should be paid out in shares. The Company accounted for these awards as liability-based awards

("Liability Awards"). The Liability Awards is recorded as deferred compensation in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet. Compensation expense was recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the awards being remeasured to fair value at the end of each reporting period due to their liability-award classification. As of September 30, 2025 it was determined that all performance and market conditions have been met, the fair value was determined to be $1,250 for the first annual tranche. The Company recognized $817 and $1,148 of compensation expense related to the bonus award for the three and nine months ended September 30, 2025, with the remaining fair value to be taken over the term to end of performance period.

In the three months ended September 30, 2025, the Company granted a long term incentive award to the CEO, under which a total of $2,000 can be earned, upon achievement of certain performance milestones measured over a three year performance period ending December 31, 2027. Fifty percent of the awards is designated as annual goal bonus divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period, and the remaining 50% as operating cash flow bonus that are divided into 6 tranches which can be earned over the performance period. At each reporting period, the amount of the awards is determined based on the probability of achievement against the pre-established performance measures and if necessary, a cumulative catch-up adjustment is recorded to reflect any revised estimates regarding the probability of achievement. As of September 30, 2025 it was determined that all performance conditions are expected to be met, the fair value was determined to be the full amount of the operating cash flow bonus and the full amount of the first annual goal bonus. The Company recognized $500 and $500 of compensation expense related to the bonus award for the three and nine months ended September 30, 2025, with the remaining fair value to be taken over the term to end of performance period.

2020 Employee Stock Purchase Plan

During the nine months ended September 30, 2024, the Company issued 115,527 shares under the ESPP. During the nine months ended September 30, 2025, the Company issued 127,675 shares under the ESPP. As of September 30, 2025, 301,148 shares remained available for issuance.

Stock-Based Compensation

Stock-based compensation expense, related to all of the Company's stock-based awards, was classified in the condensed consolidated statements of operations and comprehensive loss as follows:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues

 

$

139

 

 

$

354

 

 

$

602

 

 

$

1,139

 

Research and development

 

$

1,055

 

 

 

1,659

 

 

$

4,216

 

 

 

5,283

 

Selling and marketing

 

$

391

 

 

 

1,165

 

 

$

1,555

 

 

 

4,323

 

General and administrative

 

 

2,442

 

 

 

7,421

 

 

 

11,002

 

 

 

25,920

 

Total

 

$

4,027

 

 

$

10,599

 

 

$

17,375

 

 

$

36,665

 

 

As of September 30, 2025, the unrecognized stock-based compensation expense related to unvested common stock-based awards was $17,152, which is expected to be recognized over a weighted-average period of 1.9 years.