Post-effective amendment to a registration statement that is not immediately effective upon filing

SHARE-BASED COMPENSATION

v3.22.1
SHARE-BASED COMPENSATION
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
SHARE-BASED COMPENSATION    
Share-based Compensation

11. SHARE-BASED COMPENSATION

 

During 2019 the Company’s Board of Directors 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 2022, 13.2 million shares have been authorized to be issued under the Plan and 2.3 million are available for future grant. 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.

 

During the three months ended March 31, 2022 and 2021, the Company granted shares to certain employees and directors 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, 2022 and 2021, share-based compensation expense was as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

(in thousands)

 

2022

 

 

2021

 

Cost of goods sold

 

$ -

 

 

$ -

 

General and administrative expense

 

 

161

 

 

 

287

 

Total share-based compensation

 

$ 161

 

 

$ 287

 

 

The following table summarizes the status of stock option grants and unvested awards at and for the three months ended March 31, 2022:

 

 

 

Stock

 

 

Weighted-Average

 

 

Weighted-Average

Remaining

 

 

Aggregate

 

(in thousands except per share amounts)

 

Options

 

 

Exercise Price

 

 

Contractual Life

 

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2021

 

 

6,598

 

 

$ 0.99

 

 

 

4.3

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

3,240

 

 

$ 0.31

 

 

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

$ -

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(879 )

 

$ 0.99

 

 

 

 

 

 

 

 

 

Outstanding—March 31, 2022

 

 

8,959

 

 

$ 0.74

 

 

 

4.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable—March 31, 2022

 

 

3,688

 

 

$ 0.87

 

 

 

1.5

 

 

$ 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest—March 31, 2022

 

 

8,959

 

 

$ 0.74

 

 

 

4.5

 

 

$ 261

 

 

The weighted-average fair value of options granted during the three months ended March 31, 2022 and 2021, estimated as of the grant date, were $0.31 and $0.58, respectively. As of March 31 2022, there was $926 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.3 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, 2022:

 

 

 

 

 

Weighted-Average

 

(in thousands except per share amounts)

 

RSUs

 

 

Fair Value

 

 

 

 

 

 

 

 

Outstanding—December 31, 2021

 

 

642

 

 

$ 1.18

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

$ -

 

Vested

 

 

(125 )

 

$ 1.49

 

Cancelled

 

 

(30 )

 

$ 1.11

 

Outstanding—March 31, 2022

 

 

487

 

 

$ 1.11

 

 

As of March 31, 2022, there was $320 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 21 months.

 

The fair value of the stock options and RSUs granted were determined using the Black-Scholes option-pricing model with the following weighted average assumptions at the time of grant.

 

Stock Options:

 

Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Expected volatility

 

 

50 %

 

 

50 %

Dividend yield

 

 

0 %

 

 

0 %

Risk-free interest rate

 

 

1.01 %

 

 

0.73 %

Expected term in years

 

 

4.5

 

 

 

4.25

 

 

 

RSUs:

 

Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Expected volatility

 

 

50 %

 

 

50 %

Dividend yield

 

 

0 %

 

 

0 %

Risk-free interest rate

 

 

0.73 %

 

 

0.62 %

Expected term in years

 

 

1.00

 

 

 

0.78

 

 11. SHARE-BASED COMPENSATION

 

During 2019 the Company’s Board of Directors 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 December 31, 2021, 13.2 million shares have been authorized to be issued under the Plan and 4.7 million are available for future grant. 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.

 

During the years December 31, 2021 and 2020, 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 years ended December 31, 2021, 2020 and 2019 share-based compensation expense was as follows:

 

 

 

Years Ended

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Cost of goods sold

 

$ -

 

 

$ -

 

 

$ -

 

General and administrative expense

 

 

1,355

 

 

 

2,200

 

 

 

3,385

 

Total share-based compensation

 

$ 1,355

 

 

$ 2,200

 

 

$ 3,385

 

 

The following table summarizes the status of stock option grants and unvested awards at and for the year ended December 31, 2021:

 

 

 

 

 

 

Weighted-

 

 

Weighted-

Average

 

 

 

 

 

 

Stock

 

 

Average

 

 

Remaining

 

 

Aggregate

 

(in thousands except per share amounts)

 

Options

 

 

Exercise Price

 

 

Contractual Life

 

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2020

 

 

6,260

 

 

$ 0.97

 

 

 

4.7

 

 

$ 3,162

 

Granted

 

 

2,330

 

 

 

1.35

 

 

 

 

 

 

 

 

 

Exercised

 

 

(165 )

 

 

0.55

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(1,827 )

 

 

1.48

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2021

 

 

6,598

 

 

 

0.99

 

 

 

4.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable—December 31, 2021

 

 

2,216

 

 

 

1.03

 

 

 

1.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest—December 31, 2021

 

 

6,598

 

 

$ 0.99

 

 

 

4.3

 

 

 

 

 

 

The weighted-average fair value of options granted during the year ended December 31, 2021, estimated as of the grant date was $1.35. As of December 31, 2021, there was $974 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.3 years.

 

The following table summarizes the status of restricted stock unit (“RSU”) grants and unvested awards at and for the year ended December 31, 2021:

 

 

 

 

 

 

Weighted-Average

 

(in thousands except per share amounts)

 

RSUs

 

 

Fair Value

 

 

 

 

 

 

 

 

Outstanding—December 31, 2020

 

 

450

 

 

$ 0.33

 

Granted

 

 

1,415

 

 

 

1.17

 

Vested

 

 

(1,108 )

 

 

0.83

 

Cancelled

 

 

(115 )

 

 

1.11

 

Outstanding—December 31, 2021

 

 

642

 

 

$ 1.18

 

 

As of December 31, 2021, there was $537 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 23 months.

The fair value of the stock options and RSUs granted were determined using the Black-Scholes option-pricing model with the following weighted average assumptions at the time of grant.

 

Options

 

Years Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Expected volatility

 

 

50 %

 

 

50 %

Dividend yield

 

 

0 %

 

 

0 %

Risk-free interest rate

 

 

0.87 %

 

 

0.95 %

Expected term in years

 

 

4.3

 

 

 

4.7

 

 

RSUs

 

Years Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Expected volatility

 

 

50 %

 

 

50 %

Dividend yield

 

 

0 %

 

 

0 %

Risk-free interest rate

 

 

0.71 %

 

 

0.79 %

Expected term in years

 

 

0.74

 

 

 

1.14