Stock-Based Compensation | Note 6—Stock-Based Compensation 2016 Stock Option and Incentive Plan On November 18, 2020, the Company’s Board of Directors amended the Company’s 2016 Stock Option and Incentive Plan (as amended to date, the “2016 Incentive Plan”) to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 250,000 shares to an aggregate of 1,521,000 shares. This amendment was ratified by the Company’s stockholders at the Annual Meeting of Stockholders held on January 11, 2021. On November 10, 2021, the Company’s Board of Directors amended the 2016 Incentive Plan to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 325,000 shares to an aggregate of 1,846,000 shares. This amendment was ratified by the Company’s stockholders at the Annual Meeting of Stockholders held on January 12, 2022. At January 31, 2022, there were 434,000 shares of Class B common stock available for awards under the 2016 Incentive Plan before accounting for the 204,000 contingently issuable shares related to the DSUs with both service and market conditions discussed below. Stock Options In August and October 2020, the Compensation Committee of the Company’s Board of Directors approved grants of options to purchase an aggregate of 90,849 shares of Class B common stock to various individuals including company executives, employees and consultants. Options with respect to 30,000 shares vested upon grant with the remaining options with respect to 60,849 shares vesting over a three-year period. Grant date fair value related to the 30,000 vested options was $32,000 which was expensed immediately. Unrecognized compensation expense related to the 60,649 options grants was an aggregate of $64,000 based on the estimated fair value of the options on the grant date. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. In October 2020, the Compensation Committee extended the expiration date of options to purchase approximately 182,000 shares of the Company’s Class B common stock held by one of the Company’s executive officers, from January 31, 2022 to May 31, 2026. Such options are fully vested and were granted under the Company’s 2008 Stock Option and Incentive Plan. The options have an exercise price of $1.73 per share. Compensation expense related to this modification was $78,000 and was fully expensed on the modification date. In December 2020 and January 2021, the Compensation Committee of the Company’s Board of Directors approved grants of options to purchase an aggregate of 37,000 shares of Class B common stock to four employees vesting over a three to four year period. Unrecognized compensation expense related to these options grants was an aggregate of $141,000 based on the estimated fair value of the options on the grant date. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. In October 2021, the Compensation Committee of the Company’s Board of Directors approved grants of options to purchase an aggregate of 15,250 shares of Class B common stock to three of its non-executive employees based in Lithuania and one consultant, vesting over a four-year period. Unrecognized compensation expense related to the 15,250 options grants was an aggregate of $163,000 based on the estimated fair value of the options on the grant date. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. In November 2021 and January 2022, the Compensation Committee of the Company’s Board of Directors approved grants of options to purchase an aggregate of 12,500 shares of Class B common stock to three employees vesting over a four-year period. Unrecognized compensation expense related to these options grants was an aggregate of $97,000 based on the estimated fair value of the options on the grant date. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. The fair value of each grant of stock options was estimated on the respective date of grant using a Black-Scholes valuation model (“BSM”) and the assumptions in the following table. Expected volatility is based on historical volatility of the Company’s Class B common stock. The Company uses the simplified method to estimate the expected term of the stock-based payments granted due to the limited history of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company used the following weighted average assumptions in its BSM pricing model: Six months ended January 31, 2022 2021 Expected term 6.0 years 6.0 years Volatility 92.6 % 91.8 % Risk free interest rate 1.4 % 0.5 % Dividends — — At January 31, 2022, unrecognized compensation expense related to unvested stock options was an aggregate of $719,000. Deferred Stock Units (DSUs) On September 7, 2021, the Company granted a total of 291,320 DSUs to 64 of its employees and consultants. Each DSU represents the right to receive one share of the Company’s Class B common stock. Vesting of 30% (or 87,396) of the DSUs is based on the grantee remaining in service to the Company and will take place as to 25% on such DSUs on September 7, 2022, as to an additional 33% of such DSUs on September 7, 2023, and as to the remaining DSUs on September 7, 2024. Vesting of the remaining 70% (or 203,924) of the DSUs is subject to continued service as well as a market condition (“DSUs with a market condition”). These DSUs will vest if the grantee remains in service to the Company and only if the aggregate market capitalization of the Company’s equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date. Subject to satisfaction of both of those conditions, 25% of such DSUs will vest on September 7, 2022, up to 58% (the 25% eligible to vest in 2022 and an additional 33%) of such DSUs will vest on September 7, 2023, and up to 100% will vest on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs with a market condition eligible for vesting prior to that date shall vest. In the event that the market capitalization condition has not been met by September 7, 2024, the DSUs with a market condition shall expire. The DSUs with a market condition have been valued by the Company using a Monte Carlo simulation model. The Monte Carlo simulation methodology estimates the future equity value of Zedge on a risk-neutral basis. Their mean value indication for a single DSU was $7.19 and their mean standard of error was less than 1%. Total grant date fair value for these DSUs with both service and market conditions was approximately $1.5 million. The unrecognized compensation expense is being recognized on a graded vesting method over the vesting period. Total grant date fair value for the remaining 30% DSUs without market-based condition was approximately $1.3 million. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. At January 31, 2022, unrecognized compensation expense related to unvested DSUs was an aggregate of $2.3 million. In the six months ended January 31, 2022 and 2021, the Company purchased 4,450 shares and 5,625 shares of Class B common stock from various employees for $72,000 and $8,000, respectively, to satisfy tax withholding obligations in connection with the vesting of DSUs. Restricted Stock Awards In November 2020, the Compensation Committee and the Corporate Governance Committee of our Board of Directors approved a grant of 92,593 restricted shares of the Company’s Class B common stock to our Executive Chairman Michael Jonas. Mr. Jonas agreed to accept all of his compensation for his service as Executive Chairman during fiscal 2021 in the form of equity in the Company and to make receipt of such equity compensation contingent on the Company achieving certain milestones relative to its fiscal 2021 budget. The grant was made at that time because the milestones previously set were achieved. These shares shall vest in equal amounts on February 7, 2022, 2023 and 2024. These shares had an aggregate grant date fair value of $350,000 which is being amortized on a straight-line basis over the vesting period. In October 2020, the Compensation Committee approved a grant of 10,619 restricted shares of Class B common stock to each of Mr. Elliot Gibber and Mr. Howard Jonas which were fully vested on grant. These shares had an aggregate grant date fair value of $30,000 and have been fully expensed accordingly. In our accompanying condensed consolidated statements of operations and comprehensive income, we recognized stock-based compensation of $446,000 and $765,000 for our employees and non-employees for the three and six months period ended January 31, 2022, respectively, and $113,000 and $350,000 for the three and six months period ended January 31, 2021, respectively. At January 31, 2022, unrecognized compensation expense related to unvested restricted stock awards was an aggregate of $222,000. In the six months ended January 31, 2022 and 2021, the Company purchased 11,665 shares and 12,005 shares respectively of Class B common stock from certain employees for $160,000 and $18,000 respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock. |