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:
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.
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:
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:
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:
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. |