Quarterly report pursuant to Section 13 or 15(d)

SHARE BASED COMPENSATION

v3.23.3
SHARE BASED COMPENSATION
9 Months Ended
Sep. 30, 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, February 2021 and June 2023. The Plan permits the issuance of stock options, stock appreciation rights, stock awards, share units, performance shares, performance units and other stock-based awards. On June 22, 2023 at the Annual General Meeting of the Shareholders, the total number of shares was increased to 2.3 million shares from 1.3 million shares authorized to be issued under the Plan and as of September 30, 2023, 1.6 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.

 

In August 2023, the Company effected reverse stock split consolidating all of its subordinate voting shares (“Subordinate Voting Shares”) on the basis of one post-consolidation Subordinate Voting Share for every ten pre-consolidation Subordinate Voting Shares, effective August 31, 2023 (the “Effective Date”). The Company’s outstanding super voting shares will also be consolidated on the same basis as of the Effective Date. All share and per share data presented in the Company’s consolidated financial statements have been retroactively adjusted to reflect the reverse stock split.

 

During the nine months ended September 30, 2023 and 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 and nine months ended September 30, 2023 and 2022, share-based compensation expense was as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Cost of goods sold

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

General and administrative expense

 

 

92

 

 

 

109

 

 

 

193

 

 

 

427

 

Total share-based compensation

 

$ 92

 

 

$ 109

 

 

$ 193

 

 

$ 427

 

 

The following table summarizes the status of stock option grants and unvested awards at and for the nine months ended September 30, 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

 

 

1,007

 

 

$ 4.67

 

 

 

4.6

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

828

 

 

 

0.30

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

(15 )

 

 

20.35

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(335 )

 

 

4.80

 

 

 

-

 

 

 

-

 

Outstanding-September 30, 2023

 

 

1,485

 

 

$ 2.06

 

 

 

5.3

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable-September 30, 2023

 

 

944

 

 

$ 2.37

 

 

 

4.91

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest-September 30, 2023

 

 

1,485

 

 

$ 2.06

 

 

 

5.3

 

 

$ -

 

 

The weighted-average fair value of options granted during the three and nine months ended September 30, 2023, estimated as of the grant date were $0.30. As of September 30, 2023, there was $269 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 1.1 years.

The following table summarizes the status of restricted stock unit (“RSU”) grants and unvested awards at and for the nine months ended September 30, 2023:

 

 

 

 

 

 

Weighted-Average

 

(in thousands)

 

RSUs

 

 

Fair Value

 

 

 

 

 

 

 

 

Outstanding-December 31, 2022

 

 

21

 

 

$ 11.04

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

-

 

 

 

-

 

Cancelled

 

 

(9 )

 

 

10.19

 

Outstanding-September 30, 2023

 

 

12

 

 

$ 11.04

 

 

As of September 30, 2023, there was $45 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 4.5 months.

 

For the three and nine months ended September 30, 2023 and 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..

 

Stock Options

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2023

 

 

2022

 

Expected volatility

 

 

50 %

 

 

50 %

Dividend yield

 

 

0 %

 

 

0 %

Risk-free interest rate

 

 

4.12 %

 

 

1.0 %

Expected term in years

 

 

4.50

 

 

 

4.50