General form of registration statement for all companies including face-amount certificate companies

Stock Based Compensation

v3.21.2
Stock Based Compensation
6 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Evolv Technologies Holdings, Inc.    
Stock-Based Compensation

12. Stock-Based Compensation

2013 Equity Incentive Plan

The Company’s 2013 Equity Incentive Plan (the “Plan”) provides for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to employees, officers, directors and non-employees of the Company. Per the initial terms of the Plan, up to 2,852,300 shares of common stock may be issued.

At June 30, 2021 and December 31, 2020, shares of common stock that may be issued under the 2013 Plan were 325,991,899 and 305,491,899, respectively. As of June 30, 2021 and December 31, 2020, 5,420,954 shares and 2,592,202 shares, respectively, remained available for future grant under the 2013 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2013 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future grants.

The 2013 Plan is administered by the Board of Directors or, at the discretion of the Board of Directors, by a committee of the Board of Directors. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of a share of common stock on the date of grant and the term of the stock option may not be greater than ten years. Stock options granted to employees, officers, members of the Board of Directors and non-employees typically vest over a four-year period. The Company’s Board of Directors values the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant.

During the three months ended June 30, 2021, there were no options granted by the Company. During the six months ended June 30, 2021, the Company granted 17,130,123 options.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted:

    

Six Months Ended

June 30,

2021

    

2020

Risk-free interest rate

 

0.7

%  

N/A

Expected term (in years)

 

6.0

 

N/A

Expected volatility

 

31.4

%  

N/A

Expected dividend yield

 

0.0

%  

N/A

The following tables summarize the Company’s stock option activity since December 31, 2020 (in thousands, except for share and per share data):

    

    

    

Weighted

    

Weighted

Average

Average

Remaining

Aggregate

Number of

Exercise 

Contractual

Intrinsic

Shares

Price

Term

Value

Outstanding as of December 31, 2020

 

49,679,554

$

0.14

 

8.24

$

1,073

Granted

 

17,130,123

 

0.16

 

9.53

 

49,335

Exercised

 

(5,523,538)

 

0.12

 

5.43

 

16,132

Exercised upon settlement of related party note

(3,888,889)

0.09

7.21

272

Forfeited

 

(223,875)

 

0.15

 

 

646

Outstanding as of June 30, 2021

 

57,173,375

0.15

 

8.46

$

165,295

Vested and expected to vest as of June 30, 2021

 

57,173,375

$

0.15

 

8.46

$

165,295

Options exercisable as of June 30, 2021

 

23,914,233

$

0.14

 

7.45

$

69,461

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock.

The intrinsic value of stock options exercised during the three months ended June 30, 2021 and 2020 was $4.0 million and less than $0.1 million, respectively, and $16.1 million and less than $0.1 million for the six months ended June 30, 2021 and 2020, respectively.

The weighted average grant-date fair value per share of stock options granted during the three months ended June 30, 2020 was $0. The weighted average grant-date fair value per share of stock options granted during the six months ended June 30, 2021 and 2020 was $0.05 and $0, respectively.

Restricted Stock Units

The following table summarize the Company's restricted stock units activity since December 31, 2020 (in thousands, except for share and per share data):

    

Number of

    

Grant Date

Shares

Fair Value

Outstanding as of December 31, 2020

 

 

Granted

 

765,000

$

3.04

Vested

 

 

Cancelled

 

 

Outstanding as of June 30, 2021

 

765,000

$

3.04

Warrants to Non-Employee Service Provider

In January 2021, in connection with a Business Development Agreement entered into with Finback Evolv II, LLC (“Finback BDA ”) , the Company issued a warrant to Finback for the purchase of 6,756,653 shares of common stock at an exercise price of $0.16 per share (the “2021 Finback Common Stock Warrants”). The 2021 Finback Common Stock Warrants vest upon meeting certain sales criteria as defined in the agreement and expires in January 2030. The warrants will be accounted for under ASC 718 as the warrants will vest upon certain performance conditions being met.

The Company utilized a Black-Scholes pricing model to determine the grant-date fair value of the 2021 Finback Common Stock Warrants granted. The assumptions used are presented in the following table:

Risk-free interest rate

    

0.4

%

Expected term (in years)

 

3.0

Expected volatility

 

23.9

%

Expected dividend yield

 

0.0

%

On the date of issuance, the total value of the 2021 Finback Common Stock Warrants were valued as $19.6 million.

As of June 30, 2021, 348,598 shares of the 2021 Finback Common Stock Warrants were exercisable at a total aggregate intrinsic value of $1 million. The remaining 6,408,055 shares of the 2021 Finback Common Stock Warrants are unvested and have a total aggregate intrinsic value of $18.5 million. As of June 30, 2021, none of the 2021 Finback Common Stock Warrants were exercised. The Company will recognize compensation expense for the 2021 Finback Common Stock warrants when the warrants become vested based on meeting the certain sales criteria. During the three and six months ended June 30, 2021, the Company recorded $0.2 million and $1.0 million, respectively, of stock-based compensation expense within sales and marketing expense for the 2021 Finback Common Stock warrants.

Stock-Based Compensation

Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):

    

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

    

2020

    

2021

    

2020

2Cost of revenue

$

5

$

2

$

10

$

4

Sales and marketing

 

375

 

19

 

1,308

 

40

General and administrative

 

102

 

19

 

196

 

38

Research and development

 

53

 

20

 

103

 

40

Total stock-based compensation expense

$

535

$

60

$

1,617

$

122

Stock-based compensation expense was classified by award type in the consolidated statements of operations and comprehensive loss as follows (in thousands):

    

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

    

2020

2021

    

2020

Stock options

$

264

$

60

$

467

$

122

Warrants

 

197

 

 

1,004

 

RSU's

 

74

 

 

146

 

Total stock-based compensation expense

$

535

$

60

$

1,617

$

122

Total unrecognized compensation expense related to unvested stock options and unvested restricted stock units as of June 30, 2021, was $3.6 million, which is expected to be recognized over weighted average period of 1.5 years.

11.     Stock-Based Compensation

2013 Equity Incentive Plan

The Company’s 2013 Equity Incentive Plan (the “Plan”) provides for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to employees, officers, directors and non-employees of the Company. Per the initial terms of the Plan, up to 2,852,300 shares of common stock may be issued.

At December 31, 2020 and 2019, shares of common stock that may be issued under the 2013 Plan was 305,491,899 and 300,000,000, respectively . As of December 31, 2020 and 2019, 2,592,202 shares and 26,019,446 shares, respectively, remained available for future grant under the 2013 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2013 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future grants.

The 2013 Plan is administered by the Board of Directors or, at the discretion of the Board of Directors, by a committee of the Board of Directors. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of a share of common stock on the date of grant and the term of the stock option may not be greater than ten years. Stock options granted to employees, officers, members of the Board of Directors and non-employees typically vest over a four-year period. The Company’s Board of Directors values the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant.

During the years ended December 31, 2020 and 2019, the Company granted to employees, officers, directors, and non-employees options to purchase 24,558,325 shares and 10,015,850 shares, respectively, of common stock.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted:

Year Ended December 31, 

 

    

2020

    

2019

 

Risk-free interest rate

 

0.4

%  

2.5

%

Expected term (in years)

 

5.68

 

5.95

Expected volatility

 

31.4

%  

27.9

%

Expected dividend yield

 

0.0

%  

0.0

%

11.     Stock-Based Compensation (continued)

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2019 (in thousands, except for share and per share data):

    

    

    

Weighted

    

Weighted

Average

Number of

Average

Remaining

Aggregate

Shares

Exercise Price

Contractual Term

Intrinsic Value

(in years)

Outstanding as of December 31, 2019

29,488,684

$

0.12

7.90

$

1,149

Granted

 

24,558,325

 

0.16

 

9.63

 

Exercised

 

(3,236,374)

 

0.14

 

6.60

 

75

Forfeited

 

(1,131,081)

 

0.15

 

 

14

Outstanding as of December 31, 2020

 

49,679,554

$

0.14

 

8.24

$

1,073

 

  

 

  

 

  

 

  

Vested and expected to vest as of December 31, 2019

 

29,488,684

$

0.12

 

7.90

$

1,149

Options exercisable as of December 31, 2019

 

15,663,415

$

0.11

 

7.28

$

817

Vested and expected to vest as of December 31, 2020

 

49,679,554

$

0.14

 

8.24

$

1,073

Options exercisable as of December 31, 2020

 

26,519,727

$

0.12

 

7.12

$

1,224

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock.

The intrinsic value of stock options exercised during the years ended December 31, 2020 and 2019 was $0.3 million and less than $0.1 million, respectively.

The weighted average grant-date fair value per share of stock options granted during the year ended December 31, 2020 and 2019 was $0.5 and $0.5, respectively.

Stock-Based Compensation

Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):

Year Ended December 31, 

    

2020

    

2019

Cost of revenue

$

10

$

2

Sales and marketing

 

104

 

170

General and administrative

 

370

 

74

Research and development

 

178

 

18

Total stock-based compensation expense

$

662

$

264

As of December 31, 2020, total unrecognized compensation expense related to unvested stock options held by employees and directors was $1.0 million and $0.5 million, respectively, which is expected to be recognized over weighted average period of 1.2 years and 1.0 years, respectively.