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Share Based Compensation | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Share Based Compensation | Note 12 – Share Based Compensation Predecessor 2016 and 2006 Equity Incentive Plans Under the 2006 Equity Incentive Plan (2006 Plan), the Company was authorized to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards and RSUs. No additional awards may be granted under the 2006 Plan. In February 2016, the Company adopted the 2016 Equity Incentive Plan (2016 Plan) as a successor to and continuation of the prior 2006 Plan. The 2016 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, and other stock awards to directors, employees, and consultant. Awards granted under the 2016 Plan or the 2006 Plan that were unallocated, expired or otherwise terminated, or were forfeited, cancelled, or repurchased by the Company, became available for future issuance under the 2016 Plan. In addition, shares subject to an award were withheld to satisfy a participant’s tax withholding obligations, or were reacquired by the Company as consideration for the exercise or purchase price of a stock award also became available for future issuance under the 2016 Incentive Plan. No additional awards may be granted under the 2016 Plan. 2020 Equity Incentive Plan Effective upon the closing of our IPO, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (2020 Plan), which replaced the 2016 Plan. The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other stock awards. Officers, directors, employees, consultants, agents, and independent contractors who provide services to the Company may receive awards. The terms of all awards are governed by an agreement between the Company and the recipients, as administered and approved by the Compensation Committee of the Board of Directors). Any awards that expire or are forfeited under the 2016 Plan or 2006 Plan become available for issuance under the 2020 Plan. The number of shares originally reserved for issuance under the 2020 Plan was 1,893,395. The 2020 Plan includes an annual increase on the first day of each calendar year, beginning with the calendar year ending December 31, 2022, and continuing until, and including, the calendar year ending December 31, 2030. The annual increase will be equal to the lesser of (i) 4% of the number of shares of our common stock issued and outstanding as of December 31st of the immediately preceding calendar year and (ii) such lesser amount determined by the Board of Directors. To the extent an equity award granted under the 2020 Plan (other than any substitute award) or granted under any other equity plan maintained by us under which awards are outstanding as of the effective date of the 2020 Plan (the Prior Plans) expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares subject to such award will become available for future grant under the 2020 Plan. In addition, to the extent shares subject to an award are withheld to satisfy a participant’s tax withholding obligation upon the exercise or settlement of such award (other than any substitute award) or to pay the exercise price of a stock option granted under the 2020 Plan or a prior plan, such shares will become available for future grant under the 2020 Plan. The total number of shares available for grant under all plans as of December 31, 2022 was 233,519. Employee Stock Purchase Plan Effective with our IPO in October 2020, the Company’s Board of Directors and its stockholders approved the Company’s Employee Stock Purchase Plan (the ESPP). The number of shares originally reserved for issuance under the ESPP was 338,106. The maximum number of shares of our common stock available under the ESPP will automatically increase on the first trading day of each calendar year by an amount equal to the lesser of (i) 1% of the shares of our common stock issued and outstanding on December 31st of the immediately preceding calendar year, and (ii) an amount determined by our Board of Directors. Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. No employee may participate in an offering period if the employee owns 5% or more of the total combined voting power or value of the Company’s stock. The initial offering period was from January 1, 2021 through August 31, 2021. On a go-forward basis, the ESPP provides for successive six-month offering periods beginning on September 1st and March 1st of each year. As of December 31, 2022, 237,961 shares have been issued under the ESPP leaving 100,145 shares remaining for future issuance. Description of Awards Granted The Company has granted incentive stock options, non-statutory stock options, performance-based stock options, and RSUs. Incentive stock options, which may only be issued to employees, are granted at an exercise price per share equal to the closing market price of the Company’s common stock on the grant date, and vest over time as determined by the Compensation Committee, provided that the term of the options may not exceed ten years from the date of grant. Accelerated vesting may occur in the event of an optionee's death, disability, or other events. Non-statutory stock options, which may be issued to employees, non-employees and directors, are granted at an exercise price per share equal to the closing market price of the Company’s common stock on the grant date, and vest over time as determined by the Compensation Committee, provided that the term of the options may not exceed ten years from the date of grant. Accelerated vesting may occur in the event of an optionee's death, disability, or other events. Performance-based stock options are typically granted on an annual basis and consist of a performance-based and service-based component. The performance targets and vesting conditions for performance-condition options are based on achievement of recognized revenue targets. Performance-based options vest in three equal annual installments beginning one year after the grant date, pending certification of performance achievement by the Compensation Committee and continued service. The fair value of performance-condition awards is based on the closing market price of the Company’s common stock on the grant date. There are no performance-based stock options outstanding as of December 31, 2022. RSUs and the related terms and conditions are awarded at the discretion of the Compensation Committee. RSU holders have a contractual right to receive a share of common stock when vested. RSUs vest over time as determined by the Compensation Committee. RSU agreements may provide for accelerated vesting in the event of a stock unit holder's death, disability, or retirement or other events. Our Compensation Committee may grant other stock awards that are based on or related to shares of our common stock, such as awards of shares of common stock granted as bonus and not subject to any vesting conditions, deferred stock units, stock purchase rights, and shares of our common stock issued in lieu of our obligations to pay cash under any compensatory plan or arrangement. Bonus-To-Options Program The Company also has a Bonus-to-Options Program (the Bonus Option Program) which is separate from previously described plans and was initially adopted by the Board of Directors in 2008, and subsequently amended and restated in 2010, 2011, 2015, and 2022. For fiscal year 2022, the Bonus Option Program is subject to the shares reserved under the 2020 Plan. The Bonus Option Program, which is limited to participation of the Chief Executive Officer, direct reports to the Chief Executive Officer and Vice Presidents of the Company, allows participants who so elect to convert all or a portion of their annual cash bonus into fully vested, non-qualified stock options to purchase shares of common stock (Bonus Options). The exercise price for the options under the Bonus Option Program equals the closing market price of the Company's common stock on the grant date, as disclosed below under “Fair Value of Common Stock”. Bonus Options issued must be exercised within a ten-year term. The Company recorded the following activity related to the Bonus Option Program during the year ended December 31, 2022 (in thousands, excepted weighted average exercise price and weighted average contractual life):
|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Contractual Life (Years) |  |  | Aggregate Intrinsic Value |
Outstanding ‑ January 1, 2022 |  |  | 373 |  |  | $ | 17.00 |  |  |  | 7.5 |  |  | $ | 76 |
Granted |  |  | 244 |  |  |  | 2.29 |  |  |  | — |  |  |  | — |
Forfeited/canceled |  |  | (91 | ) |  |  | 14.03 |  |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Outstanding ‑ December 31, 2022 |  |  | 526 |  |  | $ | 10.69 |  |  |  | 7.6 |  |  | $ | 2 |
Exercisable ‑ December 31, 2022 |  |  | 526 |  |  | $ | 10.69 |  |  |  | 7.6 |  |  | $ | 2 |
The Company record ed $1.1 million and $0.8 million du ring the years ended December 31, 2022 and 2021, respectively, associated with the estimate of options to be delivered to eligible participants under the Bonus Option Program and which were granted in the first quarter of 2023 and 2022, respectively, by the Compensation Committee of the Board of Directors. In determining the amount of share-based compensation to recognize under the Bonus Option Program, the Company estimates the bonus attainment for the year and determines the expected number of options to be delivered to eligible participants. A Black-Scholes option pricing model is used to determine the estimated fair value of the expected number of options to be delivered to eligible participants. The key elements in determining the estimated fair value include assumptions for volatility, the risk-free interest rate, expected dividends and strike price, utilizing the measurement date closing stock price until the grants are authorized. Share-Based Compensation Expense Share-based compensation expense reported in the Company’s statements of operations was (in thousands):
|  | Year Ended December 31, |
|  | 2022 |  |  | 2021 |
Direct costs and expenses |  | $ | 65 |  |  | $ | 49 |
Research and development |  |  | 427 |  |  |  | 572 |
Sales, marketing, general and administrative |  |  | 5,469 |  |  |  | 4,323 |
Total |  | $ | 5,961 |  |  | $ | 4,944 |
The unrecognized remaining share-based compensation expense for options and RSUs was approximately $7.1 million as of December 31, 2022 and is expected to be amortized to expense over the next 2.8 years. Stock Options Stock option activity during the year ended December 31, 2022, excluding the Bonus Option Program described above, was (in thousands, except weighted average exercise price and weighted average contractual life):
|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Contractual Life (Years) |  |  | Aggregate Intrinsic Value |
Outstanding - January 1, 2022 |  |  | 2,878 |  |  | $ | 8.08 |  |  |  | 7.7 |  |  | $ | 6,288 |
Granted |  |  | 380 |  |  |  | 2.92 |  |  |  | — |  |  |  | — |
Forfeited/canceled |  |  | (333 | ) |  |  | 8.23 |  |  |  | — |  |  |  | — |
Exercised |  |  | (384 | ) |  |  | 0.70 |  |  |  | — |  |  |  | — |
Outstanding ‑ December 31, 2022 |  |  | 2,541 |  |  | $ | 8.40 |  |  |  | 7.4 |  |  | $ | 1,489 |
Exercisable ‑ December 31, 2022 |  |  | 1,525 |  |  | $ | 7.28 |  |  |  | 6.8 |  |  | $ | 1,067 |
Fair Value of Common Stock The fair value of the Company’s common stock is determined based on its closing market price on the date of grant. The estimated grant date fair value of stock options was calculated using the Black-Scholes option-pricing model, based on the following assumptions: • Expected Term: The expected term represents the period that the options granted are expected to be outstanding using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). • Expected Volatility: The Company uses an average historical stock price of selected comparable companies over the expected term of the awards as the Company does not have sufficient trading history for its common stock. • Risk-Free Interest Rate: The Company uses the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. • Expected Dividend Yield: The Company is currently subject to restrictions on the payment of dividends (see Note 8 - Debt) and no dividends have been declared as of December 31, 2022 and 2021. The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was zero. The fair value of each option grant was estimated on the grant date with the following weighted average assumptions for the years indicated:
|  | Year Ended December 31, |
|  | 2022 |  |  | 2021 |
Expected term (in years) |  |  | 5.65 |  |  |  | 6.01 |
Expected volatility |  |  | 72.6 | % |  |  | 68.5 | %
Risk‑free rate |  |  | 1.32 | % |  |  | 0.79 | %
Expected dividend yield |  |  | — | % |  |  | — | %
Restricted Stock Units Restricted stock unit activity during the year ended December 31, 2022 was (in thousands, except weighted average grant date fair value per share):
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value Per Share |
Outstanding ‑ January 1, 2022 |  |  | 151 |  |  | $ | 5.30 |
Granted |  |  | 1,473 |  |  |  | 2.75 |
Forfeited/canceled |  |  | (56 | ) |  |  | 3.69 |
Released |  |  | (357 | ) |  |  | 5.01 |
Outstanding ‑ December 31, 2022 |  |  | 1,211 |  |  | $ | 2.36 |

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