Quarterly report pursuant to Section 13 or 15(d)

SHARE BASED COMPENSATION

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SHARE BASED COMPENSATION
3 Months Ended
Mar. 31, 2023
SHARE BASED COMPENSATION  
Share-based Compensation

10. SHARE-BASED COMPENSATION

 

During 2019 the Company’s Board of Directors (the "Board"), adopted the 2019 Stock and Incentive Plan (the “Plan”), which was amended in April 2020 and March 2021. The Plan permits the issuance of stock options, stock appreciation rights, stock awards, share units, performance shares, performance units and other stock-based awards, and, as of March 31, 2023, 13.2 million shares have been authorized to be issued under the Plan and 5 million shares are available for future grants. The Plan provides for the grant of options as either non-statutory stock options or incentive stock options and restricted stock units to employees, officers, directors, and consultants of the Company to attract and retain persons of ability to perform services for the Company and to reward such individuals who contribute to the achievement by the Company of its economic objectives. The awards granted generally vest in 25% increments over a four-year period and option awards expire 6 years from grant date.

 

The Plan is administered by the Board or a committee appointed by the Board, which determines the persons to whom the awards will be granted, the type of awards to be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the provisions of the Plan.

 

No grants were made to employees during the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company granted shares to certain employees as compensation for services. These shares were accounted for in accordance with ASC 718 - Compensation - Stock Compensation. The Company amortizes awards over the service period and until awards are fully vested.

 

For the three months ended March 31, 2023 and 2022, share-based compensation expense was as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

(in thousands)

 

2023

 

 

2022

 

Cost of goods sold

 

$ -

 

 

$ -

 

General and administrative expense

 

 

60

 

 

 

161

 

Total share-based compensation

 

$ 60

 

 

$ 161

 

 

The following table summarizes the status of stock option grants and unvested awards at and for the three months ended March 31, 2023:

 

 

 

Stock

 

 

Weighted-Average

 

 

       Weighted

Average Remaining

 

 

Aggregate

 

(in thousands except per share amounts)

 

Options

 

 

Exercise Price

 

 

Contractual Life

 

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding-December 31, 2022

 

 

10,069

 

 

$ 0.47

 

 

 

4.6

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Cancelled

 

 

(1,462 )

 

 

0.37

 

 

 

-

 

 

 

-

 

Outstanding-March 31, 2023

 

 

8,607

 

 

$ 0.49

 

 

 

4.6

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable-March 31, 2023

 

 

4,164

 

 

$ 0.68

 

 

 

3.8

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest-March 31, 2023

 

 

8,607

 

 

$ 0.49

 

 

 

4.6

 

 

$ -

 

 

The weighted-average fair value of options granted during the three months ended March 31, 2022, estimated as of the grant date were $0.31. As of March 31, 2023, there was $437 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 1.3 years.

The following table summarizes the status of restricted stock unit (“RSU”) grants and unvested awards at and for the three months ended March 31, 2023:

 

 

 

 

 

 

Weighted-Average

 

(in thousands)

 

RSUs

 

 

Fair Value

 

 

 

 

 

 

 

 

Outstanding-December 31, 2022

 

 

208

 

 

$ 1.1

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

-

 

 

 

-

 

Cancelled

 

 

(80

 

 

1.1

 

Outstanding-March 31, 2023

 

 

128

 

 

$ 1.1

 

 

As of March 31, 2023, there was $63 of total unrecognized compensation cost related to non-vested restricted stock units, which is expected to be recognized over a remaining weighted-average vesting period of 6 months.

 

For the three months ended March 31, 2022, the fair value of the stock options granted were determined using the Black-Scholes option-pricing model with the following weighted average assumptions at the time of grant. No options were granted for the three months ended March 31, 2023. No RSUs were granted for the three months ended March 31, 2023 or March 31, 2022.

 

Stock Options

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

Expected volatility

 

 

50 %

Dividend yield

 

 

0 %

Risk-free interest rate

 

 

1.01 %

Expected term in years

 

 

4.50