Stock-Based Compensation | Note 13—Stock-Based Compensation 2016 Stock Incentive Plan On March 23, 2022, 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 685,000 shares to an aggregate of 2,531,000 shares, including 626,000 shares for the GuruShots retention pool. This amendment was ratified by the Company’s stockholders at the Annual Meeting of Stockholders held on January 18, 2023. 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 July 31, 2023, there were 467,000 shares of Class B common stock available for awards under the 2016 Incentive Plan before accounting for the remaining 173,000 contingently issuable shares related to the DSUs with both service and market conditions discussed below. Stock-based compensation The Company recognizes stock-based compensation for stock-based awards, including stock options, restricted stock and DSUs based on the estimated fair value of the awards and recognizes over the relevant service period. The Company estimates the fair value of stock options on the measurement date using the Black-Scholes option valuation model (“BSM”). The Company estimates the fair value of restricted stock and DSUs with service conditions only using the current market price of the stock. The Company estimates the fair value of DSUs with both service and market conditions using the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation using the straight-line method over the vesting period or the graded vesting method if awards with market or performance conditions include graded vesting features or if an award includes both a service condition and a market or performance condition. In fiscal 2023 and fiscal 2022, the Company recognized stock-based compensation for its employees and non-employees as follows: Fiscal Year Ended July 31, (in thousands) 2023 2022 % Change Stock-based compensation expense $ 2,519 $ 1,936 30.1 % As of July 31, 2023, the Company’s unrecognized stock-based compensation expense was $321 thousand for unvested stock options, $616 thousand for unvested DSUs and $2.0 million for unvested restricted stock primarily related to the portion of retention bonus to be paid in the Company’s Class B common stock in connection with the GuruShots acquisition. In fiscal 2023 and 2022, restricted stock and DSUs awards with respect to 267,000 shares and 78,000 shares vested. In connection with this vesting, the Company purchased 6,310 shares and 16,115 shares respectively of Class B Stock from certain employees for $17,000 and $232,000 respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock and DSUs. In the fiscal years ended July 31, 2023 and 2022 there were $0 and $107,000, respectively, income tax benefit resulting from tax deductions in excess of the compensation cost recognized for the Company’s stock-based compensation. Stock Options The Company’s option awards generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant and are pursuant to individual written agreements. Grants generally vest over a three-year or four -year period. In fiscal years 2023 and 2022, the Compensation Committee approved equity grants of options to purchase 58,000 and 60,000 shares, respectively, of the Company’s Class B common stock to various executives, consultants and employees, vesting mostly over a three-year or four-year period. Unrecognized compensation expense related to these awards granted in fiscal 2023 and 2022 were $104,000 and $400,000 respectively based on the estimated fair value of the options on the grant dates. In fiscal 2023, the Company received proceeds of $1,785 from the exercise of stock options for which the Company issued 1,500 shares of its Class B common stock. In fiscal 2022, the Company received proceeds of $8,631 from the exercise of stock options for which the Company issued 5,166 shares of its Class B common stock. The Company cancelled or forfeited options grants of 57,000 shares and 41,000 shares in fiscal 2023 and fiscal 2022 respectively primarily due to employee resignations or layoffs. Repricing of Outstanding and Unexercised Options On October 20, 2022, the Board unanimously approved the repricing of all outstanding and unexercised stock options granted under the 2016 Plan with exercise prices above the then current market value held by then current employees, executive officers, and consultants of the Company (the “Eligible Stock Options”). Effective October 20, 2022, the exercise price of the eligible stock options was reduced to $2.27, the closing price of its common stock on October 19, 2022. Except for the modification to the exercise price of the Eligible Stock Options, all other terms and conditions of each of the Eligible Stock Options remained in full force and effect. Pursuant to the 2016 Incentive Plan, the Compensation Committee of the Board of Directors, as the administrator, has discretionary authority, exercisable on such terms and conditions that it deems appropriate under the circumstances, to reduce the exercise price in effect for outstanding options under the 2016 Incentive Plan. In approving the repricing, the Compensation Committee considered the impact of the current exercise prices of outstanding stock options on the incentives provided to employees and consultants, the lack of retention value provided by the outstanding stock options to employees and consultants, and the impact of such options on the capital structure of the Company. As of October, 2022, there were 532,750 stock options outstanding under the 2016 Incentive Plan, of which 191,663 outstanding stock options had exercise prices in excess of the market price of the Company’s common stock as of October 20, 2022, which is why the Compensation Committee made the determination to deem all outstanding and unexercised stock options held by current employees, executive officers, and consultants as Eligible Stock Options. Jonathan Reich, the Company’s Chief Executive Officer, and Yi Tsai, the Company’s Chief Financial Officer, hold Eligible Stock Options exercisable for an aggregate of 64,898 and 15,000 shares of the Company’s common stock, respectively. The option repricing resulted in incremental stock-based compensation of $87,000, of which $52,000 was recorded as expense in the fiscal 2023, and $35,000 will be recognized as expense over the requisite service periods over which the Eligible Stock Options vest. The fair value of stock options was estimated on the date of the grant using a Black-Scholes valuation model 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: Fiscal year ended July 31, 2023 2022 Expected term 6.0 years 6.0 years Volatility 90.0 % 92.0 % Risk free interest rate 3.9 % 1.8 % Dividends — — The following represents option activity for the fiscal years ended July 31, 2023 and 2022, including options granted prior to our separation from our former parent in a spin-off on June 1, 2016 and options granted under the 2016 Incentive Plan adopted on June 2, 2016: Stock Options Weighted- Average Aggregate Number of Options (in thousands) Weighted- Remaining Intrinsic Value Outstanding at July 31, 2021 843 $ 2.72 6.76 $ 10,657 Granted 60 8.80 Exercised (5 ) 1.67 Cancelled / forfeited (41 ) 11.02 Outstanding at July 31, 2022 857 $ 2.76 5.88 $ 763 Granted 58 2.35 Exercised (2 ) 1.19 Cancelled / forfeited (57 ) 7.83 Outstanding at July 31, 2023 856 $ 1.79 4.98 $ 346 Exercisable at July 31, 2023 737 $ 1.72 4.40 $ 330 The following table summarizes the weighted average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested in the periods indicated: July 31, 2023 2023 Weighted average grant date fair value of options granted $ 1.78 $ 6.64 Intrinsic value of options exercised 2 29 Fair value of awards vested 215 216 At July 31, 2023, there was approximately $321,000 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a period of 2.4 years. At July 31, 2022, there was approximately $587,000 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of 2.9 years. Restricted Stock In fiscal 2023 and in connection with the GuruShots acquisition, the Company issued 626,242 shares of the Company’s Class B common stock with a grant date fair value of $4 million to the founders and employees as a retention bonus pool which is managed by a trustee based in Israel. These shares shall vest, in equal tranches, over three years assuming that the recipients remain employed by the Company or a subsidiary through the vesting dates. In fiscal 2023 and 2022, the Company has amortized $1.3 million and $444 thousands in stock-based compensation expenses related to these shares. In fiscal 2023, 51,000 shares were forfeited due to resignations. At July 31, 2023, there were 400,000 non-vested restricted shares of the Company’s Class B common stock. At July 31, 2023, there was $2.0 million of total unrecognized compensation cost related to these non-vested restricted shares, which is expected to be recognized over a weighted-average period of 1.6 years. At July 31, 2022, there were 688,000 non-vested restricted shares of the Company’s Class B common stock. At July 31, 2022, there was $3.7 million of total unrecognized compensation cost related to these non-vested restricted shares, which is expected to be recognized over a weighted-average period of 2.6 years. In fiscal 2023 and fiscal 2022, there were 237,000 shares and 65,000 shares vested. In connection with this vesting, the Company did not purchase any shares in fiscal 2023 and purchased 11,665 shares of Class B Stock from certain employee for $161,000 to satisfy tax withholding obligations. The following represents restricted shares activity for the fiscal years ended July 31, 2023 and 2022: Number of Weighted Non-vested stock award as of July 31, 2021 127,300 3.27 Granted (GuruShots Retention Bonus shares) 626,242 6.39 Vested (65,101 ) 6.39 Forfeited - - Non-vested stock award as of July 31, 2022 688,441 $ 6.15 Granted - - Vested (236,953 ) 6.04 Forfeited (51,143 ) 6.39 Non-vested stock award as of July 31, 2023 400,345 $ 6.19 Deferred Stock Units 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. 30% of the DSU’s (or 87,396) have service vesting conditions only, with a vesting schedule of 25% on September 7, 2022, 33% on September 7, 2023, and remaining 42% on September 7, 2024. Vesting of the remaining 70% of the DSUs (or 203,924) is subject to continued service as well as 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, these DSU’s with both service and market conditions have a vesting schedule of 25% September 7, 2022, up to 58% (the 25% eligible to vest in 2022 and an additional 33%) on September 7, 2023, and up to 100% 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. In fiscal 2023, the Company purchased 6,310 shares of Class B Common Stock from various employees for $17,000 to satisfy tax withholding obligations in connection with the vesting of DSUs. In fiscal 2022, the Company purchased 4,450 shares of Class B Common Stock from various employees for $72,000 to satisfy tax withholding obligations in connection with the vesting of DSUs. The following represents restricted shares activity for the fiscal years ended July 31, 2023 and 2022: Number of Weighted Average Non-vested DSU award as of July 31, 2021 37,500 $ 1.54 Granted (1) 291,320 9.60 Vested (12,500 ) 1.54 Forfeited (33,720 ) 8.64 Non-vested DSU award as of July 31, 2022 282,600 $ 9.00 Granted 2,000 2.21 Vested (29,820 ) 10.40 Forfeited (16,175 ) 8.32 Non-vested DSU award as of July 31, 2023 238,605 $ 8.81 (1) Includes 203,924 DSUs (or 70% of total awards) of which vesting are subject to both service and market condition. The DSUs with both service and market conditions were valued using a Monte Carlo Simulation valuation model, with a valuation of $7.19 per DSU. Total grant date fair value for these DSUs was approximately $1.5 million. The unrecognized compensation expense is being recognized on a graded vesting method over the vesting period. The DSUs with a service condition had a grant date fair value of $1.3 million. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. At July 31, 2023, there were 238,605 non-vested DSUs and the unrecognized compensation expense related to unvested DSUs was an aggregate of $616,000 which is expected to be recognized over a weighted-average period of 1.1 years. |