Annual report pursuant to Section 13 and 15(d)

Equity Incentive Plan

v3.22.1
Equity Incentive Plan
12 Months Ended
Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plan

9. Equity Incentive Plan

 

At the Effective Time of the Merger, the Company assumed Private Augmedix’s 2013 Equity Incentive Plan (“2013 Plan”). Options granted under the Plan may be incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). ISOs may be granted only to Company employees and directors. NSOs, SARs and RSAs may be granted to employees, directors, advisors and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. No shares of restricted stock, SARS or RSUs were granted under the 2013 Plan after August 31, 2020.

 

Pursuant to the Merger, the Company adopted the 2020 Equity Incentive Plan (“2020 Plan”), which serves as successor to the 2013 Plan. The 2020 Plan authorizes the award of stock options, RSAs, SARs, RSUs, performance awards, cash awards, and stock bonus awards. Certain awards provide for accelerated vesting in the event of a change in control. Options issued may have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the Board of Directors. Vesting generally occurs over a period of not greater than four years.

 

The number of shares reserved for issuance under the 2020 Plan did increase on January 1, 2021 and will increase each year thereafter through 2030 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of the Company’s common stock as of the immediately preceding January 1, or a number as may be determined by the Board of Directors. At the Company’s annual meeting of stockholders held on July 1, 2021, the Company’s stockholders approved of an amendment and restatement of the 2020 Plan which increased the number of shares of common stock available for issuance under the 2020 Plan. As of December 31, 2021, 367,444 shares remained available for grant under the 2020 Plan.

 

The Company recorded stock-based compensation expense in the following expense categories in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020:

 

    Year ended
December 31,
 
(in thousands)   2021     2020  
General and administrative   $ 933     $ 444  
Sales and marketing     116       127  
Research and development     242       66  
Cost of revenues     96       31  
    $ 1,387     $ 668  

 

No income tax benefits have been recognized in the consolidated statements of operations and comprehensive loss for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment through December 31, 2021.

 

The fair value of options is estimated using the Black Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common shares at the grant date, expected term, expected volatility, risk free interest rate and dividend yield. The fair value of each grant of options during the years ended December 31, 2021 and 2020 was determined using the methods and assumptions discussed below.

 

The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data.

 

The expected volatility is based on historical volatility of the publicly traded common stock of a peer group of companies.

 

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

 

The expected dividend yield is none because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares.

 

For the years ended December 31, 2021 and 2020, the grant date fair value of option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions:

 

    December 31,  
    2021     2020  
Expected term (in years)     5.7       5.7  
Expected Volatility     54.3 %     42.9 %
Risk-free rate     0.8 %     0.5 %
Dividend rate    
     
 

 

The weighted average grant date fair value of stock option awards granted was $1.65 and $0.05 during the years ended December 31, 2021 and 2020, respectively.

 

The following table summarizes stock option activity for the year ended December 31, 2021:

 

   

Number of
Shares under

Option Plan

    Weighted-
Average
Exercise
Price per
Option
   

Weighted-

Average

Remaining

Contractual

Life (in
years)

 
Outstanding at December 31, 2020     4,211,857     $ 0.76       8.6  
Granted     2,768,972       3.26          
Exercised     (254,496 )   $ 0.81          
Forfeited and expired     (142,952 )   $ 2.26          
Outstanding at December 31, 2021     6,583,381     $ 1.78       8.0  
Exercisable at December 31, 2021     3,692,110     $ 1.11       7.8  
Vested and expected to vest at December 31, 2021     6,583,381     $ 1.78       8.0  

 

The options exercised during the years ended December 31, 2021 and 2020 had an intrinsic value of $0.9 million and $0.2 million, respectively. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2021 were $9.7 million and $7.6 million, respectively. At December 31, 2021, future stock-based compensation for options granted and outstanding of $2.4 million will be recognized over a remaining weighted-average requisite service period of 2.6 years.

 

Performance and Market-Based Options

 

In March 2021, the Company granted 727,922 stock options to the Chief Executive Officer (“CEO”) under the 2020 Plan with an exercise price of $3.00 per share. The options vest based on the CEO’s continued service in addition to the following terms:

 

317,688 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for a minimum of 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. These options expire on March 3, 2031.

 

46,273 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. These options expire on March 22, 2026.

 

363,961 options vest in full when the closing price of the Company’s common stock reaches or exceeds $13.50 per share for 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. These options expire on March 22, 2026.

 

The grant date fair value of the options was determined using a Monte Carlo simulation model. The Company’s assumptions, for the options expiring on March 3, 2031, for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.77%, respectively. For the options expiring on March 22, 2026 , the assumptions for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.87%, respectively. The aggregate estimated fair value of the options was $0.4 million. The Company recognized $0.1 million in stock-based compensation expense for the year ended December 31, 2021. As of December 31, 2021, there was $0.3 million of unrecognized compensation costs which the Company plans to recognize over a weighted average period of 2.3 years. If the market conditions are achieved, any remaining unrecognized compensation cost associated with those options will be immediately recognized.