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Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

10. Stock-Based Compensation

Stock Incentive Plan

The Company maintains a stock-based compensation plan, the 2011 Incentive Compensation Plan, as amended (the “2011 Plan”), to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons.

On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. In aggregate, as of December 31, 2023, 374,710 shares were available for future grant under the 2011 Plan. At the Company's annual stockholder meeting held on June 28, 2024, the stockholders approved to increase the number of shares of common stock authorized for issuance under the 2011 Plan by an aggregate of 1,500,000 shares.

Stock Options

A summary of stock option activity for the nine months ended September 30, 2024 is as follows:

 

 

 

Number
Outstanding

 

 

Weighted Average Exercise
Price per Share

 

 

Weighted Average
Remaining
Contractual Term
(Years)

 

 

Aggregate
Intrinsic
Value

 

Balance as of January 1, 2024

 

 

494,960

 

 

$

4.99

 

 

 

2.23

 

 

$

1,725,985

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled or Expired

 

 

(50,500

)

 

 

10.50

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2024

 

 

444,460

 

 

$

4.36

 

 

 

1.68

 

 

$

 

Vested or expected to vest as of September 30, 2024

 

 

444,460

 

 

$

4.36

 

 

 

1.68

 

 

$

 

Exercisable as of September 30, 2024

 

 

444,460

 

 

$

4.36

 

 

 

1.68

 

 

$

 

 

The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s common stock as of September 30, 2024 and the exercise price of in-the-money stock options multiplied by the number of such stock options.

The following table summarizes information about stock options outstanding as of September 30, 2024:

 

 

 

Stock Options Outstanding

 

 

Stock Options Exercisable

 

Range of Exercise Prices

 

Number
Outstanding

 

 

Weighted
Average
Remaining
Contractual Life
(Years)

 

 

Weighted
Average
Exercise
Price

 

 

Number
Exercisable

 

 

Weighted
Average
Exercise
Price

 

$4.36 - $4.36

 

 

444,460

 

 

 

1.68

 

 

$

4.36

 

 

 

444,460

 

 

$

4.36

 

 

On September 6, 2024, in connection with the closing of the Asset Sale and the departure of Steven Humphreys, the Company's former chief executive officer, the Company amended Mr. Humphreys' fully vested stock option award to purchase 444,460 shares of the Company's common stock at an exercise price of $4.36 per share by extending the period of time to exercise the stock option from three months to twelve months. In the third quarter of 2024, the Company recognized $0.2 million in stock-based compensation related to the modification of the contractual terms of Mr. Humphreys' stock option award. As of September 30, 2024, there was no unrecognized stock-based compensation expense related to stock options.

Restricted Stock Units

The following is a summary of RSU activity for the nine months ended September 30, 2024:

 

 

 

Number
Outstanding

 

 

Weighted Average
Fair Value

 

Unvested as of January 1, 2024

 

 

730,062

 

 

$

11.17

 

Granted

 

 

1,290,040

 

 

 

4.39

 

Vested

 

 

(1,046,602

)

 

 

7.12

 

Forfeited

 

 

(9,784

)

 

 

12.44

 

Unvested as of September 30, 2024

 

 

963,716

 

 

$

8.17

 

RSUs vested but not released

 

 

86,368

 

 

$

7.94

 

 

The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of September 30, 2024, there was $5.1 million of unrecognized compensation expense related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.4 years. No tax benefit was realized from RSUs for the nine months ended September 30, 2024.

 

At the closing of the Asset Sale, unvested RSUs held by employees who became employed by the Buyer (or an affiliate of Buyer) became fully vested, resulting in the recognition of $3.8 million in stock-based compensation expense in the third quarter of 2024. RSUs held by the Company's remaining employees and its non-employee directors continue to vest according to their original terms.

Performance Stock Units

The Company grants to certain key employees PSUs that are subject to the attainment of performance goals established by the Company’s Compensation Committee, the periods during which performance is to be measured, and other limitations and conditions. Performance goals are based on pre-established objectives that specify the manner of determining the number of PSUs that will vest if performance goals are attained. If an employee terminates employment, the non-vested portion of the PSUs will not vest and all rights to the non-vested portion terminate.

 

The following is a summary of PSU activity for the nine months ended September 30, 2024:

 

 

Number
Outstanding

 

 

Weighted Average
Fair Value

 

Unvested as of January 1, 2024

 

 

 

 

$

 

Granted

 

 

477,500

 

 

 

4.07

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested as of September 30, 2024

 

 

477,500

 

 

$

4.07

 

 

 

As of September 30, 2024, there was $1.8 million of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a period of 1.25 years. No tax benefit was realized from PSUs for the nine months ended September 30, 2024.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue

 

$

5

 

 

$

8

 

 

$

17

 

 

$

27

 

Research and development

 

 

61

 

 

 

37

 

 

 

138

 

 

 

74

 

Selling and marketing

 

 

182

 

 

 

124

 

 

 

743

 

 

 

365

 

General and administrative

 

 

848

 

 

 

345

 

 

 

1,702

 

 

 

1,039

 

Stock-based compensation expense - continuing operations

 

 

1,096

 

 

 

514

 

 

 

2,600

 

 

 

1,505

 

Stock-based compensation expense - discontinued operations

 

 

4,264

 

 

 

475

 

 

 

5,254

 

 

 

1,468

 

Total

 

$

5,360

 

 

$

989

 

 

$

7,854

 

 

$

2,973

 

 

Restricted Stock Unit Net Share Settlements

During the nine months ended September 30, 2024 and 2023, the Company repurchased 412,121 and 56,741 shares, respectively, of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.