STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

6. STOCK-BASED COMPENSATION

Stock Options and Awards

Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants.

On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan.

Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of the grant for stock options. Stock options generally vest over four years and expire seven years from the grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued.

A summary of our equity incentive program as of December 31, 2023, is as follows (in thousands):

Common stock shares available for grant			4341
Stock options outstanding			—
RSUs outstanding			1,128
RSAs outstanding			75
PSUs outstanding			400

Time-Based Stock Options

The following summarizes activities for the time-based stock options for the years ended December 31, 2023:

	Number of Shares Underlying Stock Options (in thousands)		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	140		$	7.57	4.03	$	—
Granted	—		—
Exercised	(21	)	7.54
Canceled or expired	(119	)	7.57
Outstanding as of December 31, 2023	—		$	—	—	$	—
Vested and expected to vest at December 31, 2023	—		$	—	—	$	—
Exercisable at December 31, 2023	—		$	—	—	$	—

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the exercise price of our common stock for the options that were in-the-money.

Restricted Stock Units

The following summarizes RSU activities for the year ended December 31, 2023:

	Number of Restricted Stock Units (in thousands)		Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	887		$	5.85	1.31	$	6,226
Granted	527		7.16
Released	(234	)	5.10
Forfeited	(52	)	6.91
Outstanding at December 31, 2023	1,128		$	6.57	1.05	$	7,964

The aggregate intrinsic value is calculated as the market value as of the end of the reporting period.

Restricted Stock Awards

The following summarizes RSA activities for the year ended December 31, 2023:

	Number of Restricted Stock Awards (in thousands)		Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Recognition Period (Years)
Outstanding at December 31, 2022	119		$	5.47	0.39
Granted	75		8.31
Released	(119	)	5.47
Forfeited	—		—
Outstanding at December 31, 2023	75		$	8.31	0.24

Market Condition-Based Restricted Stock Units

In the first quarter of 2022, we granted 600,000 shares of PSUs to certain members of our management team. Each PSU represents the right to one share of our common stock with vesting subject to: (a) the achievement of specified levels of the volume weighted average closing prices of our common stock during any 100 day-period between January 1, 2022 and January 1, 2027, subject to certification by the Compensation Committee (“Performance Milestones”); and (b) continued employment with us through the later of each achievement date or service vesting date, which occurs over a three (3) year period commencing on January 1, 2022.

The following summarizes PSU activities for the year ended December 31, 2023:

	Number of Market Condition-Based Restricted Stock Units (in thousands)		Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Recognition Period (Years)
Outstanding at December 31, 2022	615		$	3.69	1.12
Granted	—		—
Released	(206	)	3.73
Forfeited	(9	)	6.20
Outstanding at December 31, 2023	400		$	3.63	0.00

The assumptions used to value market condition-based restricted stock units granted during the year ended December 31, 2022 under our equity incentive program are as follows:

Employee Stock Purchase Plan

Under the 1999 Employee Stock Purchase Plan (“ESPP”), eligible employees may purchase common stock through payroll deductions at a purchase price of 85% of the lower of the fair market value of our common stock at the beginning of the offering period or the purchase date. Participants may not purchase more than 2,000 shares in a six-month offering period or purchase stock having a value greater than $25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock had been reserved for issuance under the ESPP. During the year ended December 31, 2023, 1,298 shares were purchased under the ESPP. Effective February 1, 2023, our ESPP was discontinued, and 193,134 shares expired following the ESPP termination.

Stock-based Compensation Expense

Valuation and amortization methods

Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The stock-based compensation related to all of our stock-based awards and ESPP for the year ended December 31, 2023 and 2022 is as follows (in thousands):

	Years Ended December 31,
	2023			2022
Stock options	$	(30	)	$	120
RSUs, RSAs and PSUs		3,425			3,295
ESPP		—			2
Total	$	3,395		$	3,417

Sales and marketing	$	412		$	61
Research and development		(69	)		117
General and administrative		3,052			3,239
Total	$	3,395		$	3,417

As of December 31, 2023, there was $4.4 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 2.0 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

Year Ended December 31, 2022

Expected life (in years)

Volatility

Interest rate

Dividend yield