Stockholders’ Equity | Note 15 - Stockholders’ Equity Authorized Share Capital The Company amended its articles of incorporation on January 9, 2019 to increase the authorized share capital to 400 Preferred Stock Designations On March 20, 2020, FaceBank Pre-Merger amended its Articles of Incorporation to withdraw, cancel and terminate the previously-filed (i) Certificate of Designation of with respect to 5,000,000 0.0001 1,000,000 0.0001 41,000,000 0.0001 1,000,000 0.0001 0.0001 On March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation to designate 35,800,000 Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. Common Stock Activity Year ended December 31, 2021 In January and February 2021, 9,807,367 19,614,734 two 13,412,246 100% of the outstanding shares of Series AA Preferred Stock 26,824,492 On February 26, 2021, the Company issued 623,068 As disclosed in Note 2, on August 13, 2021, the Company entered into the “Sales Agreement” with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents (each, a “manager” and together, the “managers”), under which the Company may, from time to time, sell shares of its common stock, par value $ 0.0001 500.0 Subject to the terms and conditions of the Sales Agreement, each manager will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon the Company’s instructions. The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3% During the year ended December 31, 2021, the Company received net proceeds of $ 140.4 3.5 5,338,607 26.96 On December 1, 2021, the Company issued 287,768 176,932 On December 6, 2021, the Company issued 5,690,669 During the year ended December 31, 2021, the Company retired 166,599 Warrants A summary of the Company’s outstanding warrants as of December 31, 2021, are presented below (in thousands, except share and per share amounts): Schedule of Outstanding Warrants Activity Number of Warrants Weighted Average Total Intrinsic Weighted Outstanding as of December 31, 2020 2,535,528 $ 8.22 $ 50,560 1.0 Exercised (1,962,841 ) $ 7.72 $ - - Expired (7,143 ) $ - $ - - Outstanding and exercisable as of December 31, 2021 565,544 $ 9.96 $ 3,546 0.1 During the year ended December 31, 2021, the Company issued 1,598,234 1,962,841 During the year ended December 31, 2020, the Company issued 5,843,600 27.3 7,003,005 1.7 Year ended December 31, 2020 On January 1, 2020, the Company entered into the first amendment to a joint business development agreement and issued 200,000 1.8 636,289 5.5 62,500 0.6 On February 20, 2020, the Company issued 300,000 2.7 9.00 During the three months ended March 31, 2020, the Company issued 200,000 1.6 The Company raised approximately $ 2.3 795,593 On July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold 2,162,163 9.25 20.0 In October 2020, the Company sold 19,706,708 10.00 181.0 Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements, pursuant to which the Company sold an aggregate of 3,735,922 7.00 3,735,922 26.1 The Company raised approximately $ 0.5 170,391 Between August 20, 2020 and August 28, 2020, the Company entered into Purchase Agreements, pursuant to which the Company sold an aggregate of 5,212,753 9.25 1,303,186 48.2 During the year ended December 31, 2020, the Company issued 70,500 0.3 During the year ended December 31, 2020, the Company issued 18,209,498 9,104,749 During the year ended December 31, 2020, the Company issued 900,000 9.1 10.00 During the year ended December 31, 2020, the Company has issued 2,753,819 17,950,055 2.0 Stock-based compensation The Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants. As of December 31 2021, there are 10,436,701 shares available for issuance under the Plan. During the years ended December 31, 2021, 2020 and 2019 the Company recognized stock-based compensation expense as follows: Schedule of Recognized Stock-Based Compensation Expense 2021 2020 2019 Years Ended December 31, 2021 2020 2019 Subscriber related $ 71 $ 32 $ - Sales and marketing 8,171 2,395 - Technology and development 14,068 5,446 - General and administrative 41,486 43,866 1,118 Total Stock-Based Compensation Expense $ 63,796 $ 51,739 $ 1,118 Options The Company provides option grants to employees, directors, and consultants under the 2020 Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has lacked sufficient company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly-traded set of peer companies with consideration of the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. The simplified method was used because the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term. During the year ended December 31, 2021, the Board of Directors approved a modification to stock option and restricted stock award grants to employees who terminated from the Company. The modifications accelerated the vesting of unvested stock options and restricted stock awards as of the termination date and provided the option holders with an additional months post-termination to exercise their stock options. The modifications resulted in incremental stock-based compensation expense of $ 13.9 million during the year ended December 31, 2021. A summary of stock option activity for the year ended December 31, 2021, is as follows (in thousands, except share and per share amounts): Schedule of Stock Option Activity Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2020 13,450,565 $ 5.45 $ 303,036 8.1 Granted 220,099 $ 21.52 Exercised (1,990,261 ) $ 1.52 Forfeited or expired (225,513 ) $ 7.06 Outstanding as of December 31, 2021 11,454,890 $ 6.40 $ 70,231 7.4 Options vested and exercisable as of December 31, 2021 6,711,404 $ 4.71 $ 51,167 6.8 The following was used in determining the fair value of stock options granted during the years ended December 31, 2021 and 2020: Schedule of Stock Options Assumptions Years ended December 31 2021 2020 Dividend yield - % - % Expected price volatility 44.8 45.2 % 44.4 %- 57.3 % Risk free interest rate 0.6 % - 1.1 % 0.23 %- 0.58 % Expected term (years) 5.8 - 6.1 years 5.3 7.5 There were no The outstanding stock options as of December 31, 2020 were adjusted from the previously reported amount in the Annual Report to exclude certain option grants subject to discretionary performance conditions, for which a grant date had not occurred as of December 31, 2020. On October 8, 2020, the Company awarded the CEO an option which vests based upon the achievement of certain predetermined goals for each of the five years in the performance period related to stock price, revenue, gross margin, subscribers, new markets launched and new revenue streams between January 1, 2021 and December 31, 2025, which are described in the Company’s annual operating plan. On a given Determination Date (subsequent to the Company’s calendar year end), the Company’s Board of Directors (the “Board”) will review actual performance against the predetermined metrics and determine, in its sole discretion, the amount of any vesting that occurs on a given Determination Date. Any such vesting is subject to the CEO’s continuation in service with the Company through such Determination Date. The Board may determine vesting at, above, or below 20% of the shares subject to the performance option. All shares may be eligible for vesting until the Determination Date following the 2025 calendar year. Because the number of shares to be earned on each Determination Date is subject to the discretion of the Board, the compensation expense is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned. As of December 31, 2021, no portion of the option had vested, and during the year ended December 31, 2021, the Company recognized $ 5.4 million of stock-based compensation expense related to the option. Upon each subsequent Determination Date in 2022, 2023, 2024, and 2025, stock-based compensation expense will be remeasured and adjusted to reflect the grant date fair value. As of December 31, 2021, the estimated value of unrecognized stock-based compensation expense related to unvested options was $ 25.8 million to be recognized over a period of 2.2 years. During the year ended December 31, 2020, 1,418,532 2.2 Non-employees During the year ended December 31, 2020, the Company granted options to purchase 280,000 7.20 1,031,000 280,000 222,962 As part of the Merger, the Company also assumed 343,047 0.23 Other than the options assumed as described above, there were no Market and Service Condition Based Stock Options During the year ended December 31, 2021, 1,375,000 19.2 During the year ended December 31, 2020, 3,078,297 20.9 A summary of activity under the Plan for market and service-based stock options for the year ended December 31, 2021 is as follows (in thousands, except share and per share amounts): Schedule of Stock Option Activity Number of Shares Weighted Average Total Intrinsic Value Weighted Outstanding as of December 31, 2020 3,078,297 $ 9.69 $ 56,351 6.3 Granted 1,375,000 $ 19.59 Outstanding as of December 31, 2021 4,453,297 $ 12.75 $ 17,933 5.7 Options vested and exercisable as of December 31, 2021 3,078,297 $ 9.69 $ 17,933 5.3 Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date: Schedule of Stock Options Assumptions For the years ended December 31, 2021 2020 Dividend yield - - Expected volatility 71.5 % 76.0 88.1 Risk free rate 1.3 % 0.24 0.30 Derived service period 2.0 years 1.6 1.9 There were no During the year ended December 31, 2020, the pre-established parameters related to the Company’s stock performance were achieved and the 3,078,297 20.9 As of December 31, 2021, there was $ 12.0 Time-Based Restricted Stock Units A summary of the Company’s time-based restricted stock unit activity during the year ended December 31, 2021 is as follows: Schedule of Restricted Stock Unit Activity Number of Shares Weighted Average Grant-Date Unvested at December 31, 2020 85,000 $ 25.26 Granted 2,883,340 $ 26.12 Vested (102,072 ) $ 31.10 Forfeited (80,468 ) $ 32.27 Unvested at December 31, 2021 2,785,800 $ 25.73 During the year ended December 31, 2021, the Company granted 2,883,240 time-based restricted stock units which generally vest annually over a four-year period, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled $ 75.3 million. During the year ended December 31, 2021, the Company issued 91,580 shares of common stock to members its Board of Directors and employees in settlement of vested restricted stock units. As of December 31, 2021, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled $ 63.5 million, had an aggregate intrinsic value of $ 34.3 million, and a weighted average remaining contractual term of 3.5 years. Performance-Based Restricted Stock Units A summary of the Company’s performance-based restricted stock unit activity during the year ended December 31, 2021 and 2020 is as follows: Schedule of Restricted Stock Unit Activity Number of Shares Weighted Average Grant-Date Unvested at December 31, 2020 - $ - Granted 1,900,000 $ 33.87 Unvested at December 31, 2021 1,900,000 $ 33.87 On November 3, 2021, the Company granted 1.9 64.4 During the year ended December 31, 2021, the Company determined that the performance metrics for 380,000 5.6 58.8 |