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Stockholders' Equity | 6 Months Ended
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Jun. 30, 2024
Equity [Abstract] |
Stockholders' Equity | Stockholders’ Equity Reverse Stock Split On May 20, 2024, the Company’s stockholders voted to approve amendments to the Company’s Certificate of Incorporation, to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share, at a ratio ranging from any whole number between 1-for-10 and 1-for-40, with the exact ratio within such range to be determined by the Company’s Board in its discretion, subject to the Board’s authority to abandon such amendments. On June 5, 2024, the Board approved the amendment to the Certificate of Incorporation effecting the Reverse Stock Split at a ratio of 1-for-30 and abandoned all other amendments to the Certificate of Incorporation previously approved by the Board and the Company’s stockholders. On June 13, 2024, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective on June 13, 2024 and trading on the Nasdaq Global Select Market on a post-split basis began on June 14, 2024. Following the Reverse Stock Split, the number of authorized shares of the Company’s common stock remained at 200,000,000. The Reverse Stock Split reduced the total number of issued and outstanding shares of common stock from 82,260,619 to 2,741,980 as of December 31, 2023. The par value of the Company’s common stock remained at $0.001. All per share amounts and common shares have been adjusted on a retrospective basis to reflect the Reverse Stock Split for all periods. In addition, common stock decreased by $0.1 million and additional paid-in capital increased by $0.1 million in the condensed consolidated statement of changes in stockholders’ equity as of both June 30, 2024 and December 31, 2023. The Company’s stockholders’ equity, in the aggregate, remained unchanged following the Reverse Stock Split. Per share net loss increased because there were fewer shares of the Company’s common stock outstanding. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the Reverse Stock Split. No fractional shares were issued in conjunction with the Reverse Stock Split. Instead, stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split received a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Global Select Market on June 13, 2024. These cash payments were immaterial to the Company’s condensed consolidated financial statements. The Reverse Stock Split impacted all stockholders uniformly and did not affect any stockholder’s percentage of ownership or proportionate voting power other than very minor impacts from the treatment of fractional shares. Common Stock As of June 30, 2024, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of June 30, 2024, there were 2,805,301 shares of common stock outstanding, and the Company had reserved a total of 1,502,497 of its authorized shares of common stock for future issuance as follows:
| Shares Reserved for Future Issuance
Outstanding restricted stock units | 88,226 |
Outstanding performance restricted stock units | 77,112 |
Outstanding stock options | 100,058 |
Reserved for convertible senior notes | 1,237,101 |
Total shares of common stock reserved for future issuance | 1,502,497 |
Stock-Based Compensation The Company maintains a stock-based compensation plan: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), which became effective in January 2014. The shares available for future issuance under the 2014 Plan increased by 137,101 and 130,557 on January 1, 2024 and 2023, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan. The Company also has a 2017 Employee Stock Purchase Plan (the “ESPP”). During the second quarter of 2023, shares available for purchase under the ESPP increased by 66,666 shares, pursuant to an amendment to the Company’s ESPP to increase the number of authorized shares available under such plan. With the commencement of the Chapter 11 Cases, the Company does not expect to continue to maintain the ESPP and the operation of the ESPP was suspended in July 2024. The following table presents stock-based compensation expense related to the 2014 Plan and the ESPP, contained on the following line items on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated.
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
| (in thousands)
Curriculum and teaching | $ | 95 |  |  | $ | 51 |  |  | $ | 135 |  |  | $ | 91 |
Servicing and support | 1,118 |  |  | 2,239 |  |  | 2,592 |  |  | 5,516 |
Technology and content development | 393 |  |  | 1,960 |  |  | 1,002 |  |  | 3,617 |
Marketing and sales | 695 |  |  | 1,369 |  |  | 1,208 |  |  | 2,523 |
General and administrative | 2,210 |  |  | 5,364 |  |  | 4,898 |  |  | 13,799 |
Total stock-based compensation expense | $ | 4,511 |  |  | $ | 10,983 |  |  | $ | 9,835 |  |  | $ | 25,546 |
Restricted Stock Units The 2014 Plan provides for the issuance of restricted stock units (“RSUs”) to eligible participants. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of grant, with most RSUs vesting in equal quarterly or annual tranches, generally over a period of three years. The following table presents a summary of the Company’s RSU activity, adjusted on a retroactive basis to reflect the Reverse Stock Split, for the period indicated. No RSUs were granted during the six months ended June 30, 2024.
| Number of Units |  | Weighted- Average Grant Date Fair Value per Share
Outstanding balance as of December 31, 2023 | 152,911 |  |  | $ | 244.00 |
Granted | — |  |  | — |
Vested | (41,006) |  |  | 282.01 |
Forfeited | (23,679) |  |  | 210.69 |
Outstanding balance as of June 30, 2024 | 88,226 |  |  | $ | 235.27 |
The total fair value of RSUs vested during the three months ended June 30, 2024 and 2023 was $0.2 million and $7.9 million, respectively. The total fair value of RSUs vested during the six months ended June 30, 2024 and 2023 was $0.9 million and $13.1 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of June 30, 2024 was $12.2 million, and will be recognized over a weighted-average period of approximately 1.3 years. Performance Restricted Stock Units The 2014 Plan provides for the issuance of performance restricted stock units (“PRSUs”) to eligible participants. PRSUs generally include both service conditions and market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index and/or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s Board or the compensation committee thereof. During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 56,163 PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 18,721 were granted in March 2022 with a weighted-average grant date fair value per share of $323.10, 18,721 were granted in February 2023 with a weighted-average grant date fair value per share of $334.65, and 11,147 were granted in February 2024 with a weighted-average grant date fair value of $11.97. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first and second performance periods, 100% and 27.8% of the eligible PRSUs were earned, respectively. During the first quarter of 2023, as part of its annual equity award cycle, the Company awarded 46,722 PRSUs with an aggregate intrinsic value of $12.2 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 150% to 0% of the granted quantities. For the first performance period, which began on January 1, 2023 and ended on December 31, 2023, and the second performance period, which began on January 1, 2024 and ends on December 31, 2024, the quantity of units eligible to be earned ranges from 130% to 0% depending on the achievement of internal financial performance-based targets, which are established annually. Additionally, the actual number of PRSUs earned may be adjusted upward or downward by 20% based upon the Company’s total shareholder return (“TSR”) performance compared to the Russell 3000 Index’s TSR performance over the same period. If the Company’s absolute TSR is negative, the TSR multiplier cannot exceed 0% and the achievement percentage based up on the internal financial performance-based targets is capped at 125%. Of the PRSUs awarded, 15,573 were granted in March 2023 with a weighted-average grant date fair value per share of $214.50 and 14,413 were granted in February 2024 with a weighted-average grant date fair value per share of $11.94. These include the fair values per share of the TSR-performance component of the awards, which were determined using a Monte Carlo valuation model, and were $11.70 and $0.00 per share for the first and second performance periods, respectively. For the first performance period, 0% of the eligible PRSUs were earned. During the first quarter of 2024, as part of a one-time award cycle, the Company granted 24,999 PRSUs with a grant date fair value per share of $14.70. The PRSU award agreements provide that the awards are eligible to vest upon the 30-day average stock price of the Company attaining at least $300.00 on or prior to the two-year anniversary of the grant date. The following tables present a summary of (i) for the six months ended June 30, 2024 and 2023, the assumptions used for estimating the fair values of the TSR-performance component of the PRSUs, and (ii) for the six months ended June 30, 2024, the assumptions used for estimating the fair value of the PRSUs subject to market-based vesting conditions. As of June 30, 2024 and December 31, 2023, there were 14,036 and 40,910 outstanding PRSUs for which the performance metrics had not been defined as of each respective date. Accordingly, such awards are not considered granted for accounting purposes as of June 30, 2024 and December 31, 2023, and have been excluded from the tables below. No PRSUs were granted during each of the three months ended June 30, 2024 and 2023.
| Six Months Ended June 30,
| 2024 |  | 2023
Risk-free interest rate | 5.11% |  | 4.68%
Expected term (years) | 1.00 |  | 1.00
Expected volatility | 162% |  | 108%
Dividend yield | 0% |  | 0%
| Six Months Ended June 30, 2024
Risk-free interest rate | 4.33%
Expected term (years) | 1.30
Expected volatility | 126%
Dividend yield | 0%
The following table presents a summary of the Company’s PRSU activity, adjusted on a retroactive basis to reflect the Reverse Stock Split, for the period indicated.
| Number of Units |  | Weighted- Average Grant Date Fair Value per Share
Outstanding balance as of December 31, 2023 | 27,695 |  |  | $ | 403.04 |
Granted | 59,293 |  |  | 13.12 |
Vested | — |  |  | — |
Forfeited | (9,876) |  |  | 11.98 |
Outstanding balance as of June 30, 2024 | 77,112 |  |  | $ | 153.31 |
The total compensation expense related to the unvested PRSUs not yet recognized as of June 30, 2024 was $1.2 million, and will be recognized over a weighted-average period of approximately 1.0 years. Stock Options The 2014 Plan provides for the issuance of stock options to eligible participants. Stock options issued under the 2014 Plan generally are exercisable for periods not to exceed 10 years and generally vest over a three-year period. The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the period presented. No stock options were granted during the six months ended June 30, 2024 or the three months ended June 30, 2023.
| Six Months Ended June 30, 2023
Risk-free interest rate | 3.6%
Expected term (years) | 5.69
Expected volatility | 87%
Dividend yield | 0%
Weighted-average grant date fair value per share | $147.90
The following table presents a summary of the Company’s stock option activity, adjusted on a retroactive basis to reflect the Reverse Stock Split, for the period indicated.
| Number of Options |  | Weighted-Average Exercise Price per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding balance as of December 31, 2023 | 135,176 |  |  | $ | 838.34 |  |  | 4.63 |  | $ | — |
Granted | — |  |  | — |  |  | 0.00 |  |
Exercised | — |  |  | — |  |  | 0.00 |  |
Forfeited | (4,787) |  |  | 305.40 |  |  |  |  |
Expired | (30,331) |  |  | 592.77 |  |  |  |  |
Outstanding balance as of June 30, 2024 | 100,058 |  |  | 938.27 |  |  | 4.62 |  | — |
Exercisable as of June 30, 2024 | 85,523 |  |  | $ | 1,025.12 |  |  | 4.16 |  | $ | — |
The aggregate intrinsic value of options exercised during the six months ended June 30, 2023 was $0.1 million. The total unrecognized compensation cost related to the unvested options as of June 30, 2024 was $2.0 million, and will be recognized over a weighted-average period of approximately 0.6 years.

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