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EQUITY-BASED COMPENSATION
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
EQUITY-BASED COMPENSATION
NOTE 14. EQUITY-BASED COMPENSATION

The Company has one equity-based compensation plan as of December 31, 2024. This plan, the 2022 Omnibus Incentive Compensation Plan (“2022 Incentive Plan”), was adopted by the Company’s Board of Directors upon approval by the Company’s stockholders in May 2022. Upon adoption, the Company’s previous 2012 Omnibus Equity Incentive Plan (the “2012 Incentive Plan”) was automatically replaced and superseded by the 2022 Incentive Plan. Outstanding awards granted under the 2012 Incentive Plan remain in effect pursuant to their terms with vesting periods ranging from immediate to five years with a maximum contractual term of ten years.

Upon adoption in May 2022, the total number of shares of the Company’s common stock reserved and available for grant pursuant to the 2022 Incentive Plan was 0.6 million plus shares of common stock that remain available or that otherwise become available for grant under the 2012 Incentive Plan. At the Company’s 2023 Annual Meeting of Stockholders and 2024 Annual Meeting of Stockholders, the Company’s stockholders approved an additional 1.6 million and 4.0 million shares of common stock, respectively, reserved and available for grant under the 2022 Incentive Plan. As of December 31, 2024, the total number of shares reserved for the 2022 Incentive Plan is 7.3 million.

Stock options granted under the 2022 Incentive Plan vest in three years with a maximum contractual term of ten years while RSUs granted under this plan vest in a range from immediate to five years. The total number of shares of the Company’s common stock reserved and available for grant pursuant to the 2022 Incentive Plan as of
December 31, 2024 is 2.4 million.

The following table summarizes option activity during the years ended December 31, 2024 and 2023 and shows the exercisable shares as of December 31, 2024:

Number of SharesWeighted Average Exercise Price per Share
Options Outstanding January 1, 2023540,732 $146.03 
Granted10,000 5.10 
Forfeited(11,927)81.01 
Exercised— — 
Expired(168,966)137.08 
Options Outstanding December 31, 2023369,839 148.40 
Granted— — 
Forfeited(11,289)36.95 
Exercised— — 
Expired(61,000)158.88 
Options Outstanding December 31, 2024297,550 150.48 
Exercisable December 31, 2024279,060 158.62 

No material cash was received from the exercise of options for the years ended December 31, 2024 and 2023.

The total fair value of options vesting during the period was $2.4 million and $5.2 million for the years ended December 31, 2024 and 2023, respectively.

The Company accounts for all option grants using the Black-Scholes option pricing model. The following table summarizes the inputs used to calculate the estimated fair value of options awarded for the years ended December 31:

20242023
Expected term (in years)0.006.30
Volatility— %88 %
Expected dividends— — 
Risk-free interest rates— %4.0 %
Estimated forfeitures— %— %
Weighted average fair value$— $3.89 

The following table shows summary information for outstanding options and options that are exercisable (vested) as of December 31, 2024:

Options
Outstanding
Options
Exercisable
Number of options297,550 279,060 
Weighted average remaining contractual term (in years)4.394.20
Weighted average exercise price$150.48 $158.62 
Weighted average fair value$95.01 $90.26 
Aggregate intrinsic value (in millions)$— $— 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value that would have
been received by the option holders had all option holders exercised their options on that date. It is calculated as the difference between the Company’s closing stock price of $1.15 on the last trading day of 2024 and the exercise price multiplied by the number of shares for options where the exercise price is below the closing stock price. This amount changes based on the fair value of the Company’s stock.

The following table summarizes RSU activity during the years ended December 31, 2024 and 2023:

Number of SharesWeighted Average Grant Date Fair Value per Share
RSUs Outstanding January 1, 2023435,488 $42.91 
Granted1,305,220 7.14 
Forfeited(128,588)35.73 
Vested/released(372,684)32.39 
RSUs outstanding December 31, 20231,239,436 9.15 
Granted3,227,061 1.31 
Forfeited(260,967)5.08 
Vested/released(718,550)4.10 
RSUs outstanding December 31, 20243,486,980 3.24 

The total fair value of RSUs vested and released during the period was $2.9 million and $12.1 million for the years ended December 31, 2024 and 2023, respectively.

The Company records compensation cost based on the fair value of the award. The following table summarizes the weighted average fair value of RSUs awarded for the years ended December 31:

20242023
Weighted average fair value$1.31 $7.14 

The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to share-based compensation for the years ended December 31 (in thousands) are as follows:

20242023
Cost of sales$112 $300 
Research and development889 1,396 
Sales, general and administrative3,381 3,691 
Total equity-based compensation expense$4,382 $5,387 
Recognized tax benefit$— $— 

The share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the years ended December 31 (in thousands) is as follows:

20242023
Cost capitalized to inventory$26 $138 

As of December 31, 2024, unrecognized equity-based compensation cost related to unvested stock options and unvested RSUs was $0.1 million and $3.6 million, respectively. This is expected to be recognized over the years 2025 through 2028 with a weighted average period of 1.9 years.
Included in the above-noted RSU outstanding amount are performance-based RSUs which vest only upon the achievement of certain targets. Performance-based RSUs contingently vest over a period of 19 months and have contractual lives of 10 years. These units were valued in the same manner as other RSUs, based on the published closing market price on the day before the grant date. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance-based RSUs.

For the year ended December 31, 2024, the Company granted 1.3 million performance-based RSUs and no performance-based RSUs were released due to the performance obligations being achieved. As of December 31, 2024, 1.3 million performance-based RSUs were outstanding. None of these performance-based RSU have been forfeited due to performance obligations not being achieved, while 60,000 performance-based RSUs were forfeited due to employee attrition.

No material expense for performance-based RSUs was recognized during the years ended December 31, 2024 and 2023.