Stock-Based Compensation Plan | Stock-Based Compensation Plan Stock Option Plans The Company has four stock incentive plans, the “2011 Stock Option Plan,” the “2017 Stock Option Plan,” the “2020 Incentive Award Plan,” and the “Inducement Plan” to promote the long-term growth and profitability of the Company. The plans do this by providing senior management and other employees with incentive to improve shareholder value and contribute to the growth and financial success of the Company by granting equity instruments to these stakeholders. Share-based compensation expense was recorded for the six months ended June 30, 2022 and 2021 of approximately $2,825 and $45,667, respectively. The Company estimates the fair value of stock options using the Black-Scholes pricing model. The Black-Scholes pricing model requires the use of subjective inputs such as stock price volatility. Changes in the inputs can materially affect the fair value estimates and ultimately the amount of stock-based compensation expense that is recognized. 2011 Stock Option Plan A summary of activity for the six months ended June 30, 2022 and 2021 for the 2011 Stock Option Plan is as follows: Number of Weighted Average Exercise Price Balance (December 31, 2021) 1,260,328 $0.56 Granted — — Exercised (155,782) 0.53 Forfeited (281,574) 0.64 Balance (June 30, 2022) 822,972 0.54 Vested (as of June 30, 2022) 822,972 $0.54 Number of Weighted Average Exercise Price Balance (December 31, 2020) 1,571,205 $0.59 Granted — — Exercised (56,059) 0.24 Forfeited — — Balance (June 30, 2021) 1,515,146 0.58 Vested (as of June 30, 2021) 1,515,146 $0.58 The following summarizes certain information about stock options vested and expected to vest as of June 30, 2022 related to the 2011 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 822,972 0.17 years $0.54 Exercisable 822,972 0.17 years $0.54 Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying common stock. The aggregate intrinsic value for options outstanding and options exercisable as of June 30, 2022 was $0.00. 2017 Stock Option Plan The terms of the 2017 Stock Option Plan provide for vesting upon certain market and performance conditions, including achieving certain triggering events, including specified levels of return on investment upon a sale of the Company. Because the 2017 Stock Option Plan has a market-based vesting condition, an open-form valuation model was used to value the options. All stock options related to the 2017 Stock Option Plan have an exercise price of $0.92 per share. All stock options related to the 2017 Stock Option Plan expire 10 years after the grant date, which ranges from March 2028 to August 2030. A summary of activity for the six months ended June 30, 2022 and 2021 for the 2017 Stock Option Plan is as follows: Number of Units Weighted Averaged Exercise Price Balance (December 31, 2021) 3,936,176 $ 0.92 Granted — — Exercised (6,371) $ 0.92 Forfeited (309,891) 0.92 Balance (June 30, 2022) 3,619,914 $ 0.92 Vested (as of June 30, 2022) 3,340,901 $ 0.92 Number of Units Weighted Averaged Exercise Price Balance (December 31, 2020) 3,961,658 $ 0.92 Granted — — Forfeited — — Balance (June 30, 2021) 3,961,658 $ 0.92 The 2017 options vest upon a change of control. Although the Merger did not meet the definition of a change of control, the Company modified the awards in connection with the Merger such that all vesting conditions were waived for 3,538,672 of the options. This modification impacted eight employees and resulted in $38,800 of share-based compensation on the modification date. The remaining options were also modified but will vest over a service period of four years and impacted 16 employees. At the time of modification, these options resulted in $186 of cash consideration and $4,500 of share based compensation that will be recognized over the service period of four years. For the six months ended June 30, 2022, $468 of share-based compensation was recognized. The following summarizes certain information about stock options vested and expected to vest as of June 30, 2022 related to the 2017 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 3,619,914 7.03 years $0.92 Exercisable 3,340,901 6.94 years $0.92 The aggregate intrinsic value for options outstanding and options exercisable as of June 30, 2022 was $0.00. The inputs used for the 2017 Stock Option Plan were as follows: Balance (Expected volatility) 80.00 % Expected dividend yield — % Expected term (in years) 3.6 - 4.8 years Risk-free interest rate 0.32% - 0.45% 2020 Incentive Award Plan The options associated with the 2020 Incentive Award Plan vest over a service period of three Number of Units Weighted Averaged Exercise Price Balance (December 31, 2021) 1,469,297 $ 11.12 Granted 1,573,361 $ 1.68 Forfeited (1,426,349) $ 7.00 Balance (June 30, 2022) 1,616,309 $ 6.46 Exercisable 321,284 $ 11.34 Number of Units Weighted Averaged Exercise Price Balance (December 31, 2020) — $ — Granted 1,426,514 11.34 Forfeited — — Balance (June 30, 2021) 1,426,514 $ 11.34 The grant date fair value of the options granted in the six months ended June 30, 2022 was $1.17. For the six months ended June 30, 2022, $837 of share based compensation was recognized. As of June 30, 2022, there was approximately $3,869 of total unrecognized compensation cost related to unvested options related to the 2020 Stock Incentive Award Plan. The following summarizes certain information about stock options vested and expected to vest as of June 30, 2022 related to the 2020 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 1,616,309 9.21 years $6.46 Exercisable 321,284 8.56 years $11.34 The aggregate intrinsic value for options outstanding and options exercisable as of June 30, 2022 was $0.00. The inputs used for the 2020 Incentive Award Plan options were as follows for the six months ended June 30, 2022: Balance (Expected volatility) 80% Expected dividend yield — % Expected term (in years) 6 years Risk-free interest rate 2.20 % The restricted shares associated with the 2020 Incentive Award Plan vest over a service period. A summary of activity for the six months ended June 30, 2022 for the restricted shares associated with the 2020 Incentive Award Plan is as follows: Balance (Number of Units Weighted Average Grant Date Fair Value Balance (December 31, 2021) 597,739 $ 5.57 Granted 3,002,883 $ 1.00 Forfeited (805,124) $ 3.78 Vested (as of June 30, 2022) (247,115) $ 5.69 Balance (June 30, 2022) 2,548,383 $ 1.03 The grant date fair value of the restricted shares granted in the six months ended June 30, 2022 was $1.68. For the six months ended June 30, 2022, $1,878 of share based compensation cost was recognized. As of June 30, 2022, there was approximately $477 of unrecognized compensation cost that vests over a service period of four years, approximately $1,009 of unrecognized compensation cost that vests over a service period of three years, and $669 of unrecognized compensation cost that vests over a service period of one Earnout Restricted Stock Units Former CarLotz option holders as of the effective time of the Merger received 640,421 earnout restricted stock units (Earnout RSUs). The Earnout RSUs vest if certain targets are met in the post-Merger period. The earnouts for the Earnout RSUs are subject to an earnout period, which is defined as the date 60 months following the consummation of the Merger. The Merger closed on January 21, 2021, and the earnout period expires January 21, 2026. Earnout RSUs will vest if any of the following conditions are achieved following January 21, 2021: i. If at any time during the 60 months following the Closing Date (the first business day following the end of such period, the “Forfeiture Date”), the closing trading price of the common stock is greater than $12.50 over any 20 trading days within any 30 trading day period (the “First Threshold”), 50% of the Earnout RSUs will vest. ii. If at any time prior to the Forfeiture Date, the closing trading price of the common stock is greater than $15.00 over any 20 trading days within any 30 trading day period (the “Second Threshold”), 50% of the Earnout RSUs will vest. iii. If either the First Threshold or the Second Threshold is not met on or before the Forfeiture Date, any unvested Earnout RSUs are forfeited. All unvested Earnout RSUs will vest if there is a change of control of the Company that will result in the holders of the common stock receiving a per share price equal to or in excess of $10.00 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock) prior to the Forfeiture Date. The estimated fair value of the liability is determined by using a Monte-Carlo simulation model, which incorporates various assumptions, including expected stock price volatility, contractual term, dividend yield and stock price at grant date. The Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies. A summary of activity for the six months ended June 30, 2022 and 2021 for the RSUs is as follows: Number of Units Weighted Average grant date fair value Balance (December 31, 2021) 621,200 $ 10.70 Granted — — Forfeited (466,309) 10.70 Balance (June 30, 2022) 154,891 $ 10.70 Number of Units Weighted Average grant date fair value Balance (December 31, 2020) — $ — Granted 640,421 10.70 Forfeited — — Balance (June 30, 2021) 640,421 $ 10.70 During the three months ended June 30, 2022, the Company recognized no stock-based compensation cost related to the RSUs. As of June 30, 2022, there was no additional unrecognized compensation cost related to the Earnout RSUs. Inducement Plan The options associated with the Inducement Plan vest over a service period of four years. A summary of activity for the six months ended June 30, 2022 for the options associated with the Inducement Plan is as follows: Number of Units Weighted Averaged Exercise Price Balance (December 31, 2021) — $ — Granted 569,677 $ 0.61 Forfeited — $ — Balance (June 30, 2022) 569,677 $ 0.61 Exercisable — $ — The grant date fair value of the options granted in the three months ended June 30, 2022 was $0.45. For the three months ended June 30, 2022, $8 of share based compensation was recognized. As of June 30, 2022, there was approximately $247 of total unrecognized compensation cost related to unvested options related to the Inducement Plan. The following summarizes certain information about stock options vested and expected to vest as of June 30, 2022 related to the Inducement Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 569,677 9.88 years $0.61 Exercisable — — $— The aggregate intrinsic value for options outstanding and options exercisable as of June 30, 2022 was $0.00. The inputs used for the Inducement Incentive Award Plan options were as follows for the three months ended June 30, 2022: Balance (Expected volatility) 85 % Expected dividend yield — % Expected term (in years) 6.25 years Risk-free interest rate 2.86 % The restricted shares associated with the Inducement Plan vest over various service periods. A summary of activity for the six months ended June 30, 2022 for the restricted shares associated with the Inducement Plan is as follows: Balance (Number of Units Weighted Average Grant Date Fair Value Balance (December 31, 2021) — $ — Granted 5,619,822 $ 0.61 Forfeited — $ — Vested (as of June 30, 2022) (87,458) $ 0.61 Balance (June 30, 2022) 5,532,364 $ 0.61 The grant date fair value of the restricted shares granted in the six months ended June 30, 2022 was $0.61. For the three months ended June 30, 2022, $413 of share based compensation cost was recognized. As of June 30, 2022, there was approximately $1,770 of unrecognized compensation cost that vests over a service period of four years, approximately $434 of unrecognized compensation cost that vests over a service period of three years, approximately $604 of unrecognized compensation cost that vests over a service period of two years, and $192 of unrecognized compensation cost that vests over a service period of one year related to unvested restricted shares related to the Inducement Plan. Newly hired Executives received 5,100,000 performance stock units (Inducement PSUs) in the three months ended June 30, 2022. The Inducement PSUs vest if certain targets are met in their service period. The grant date was May 16, 2022 and the vest start date for the awards aligned with the Executives’ start dates. The performance period expires in April 2032. Inducement PSUs will vest, subject to the Executives’ continued employment through the applicable vesting date as follows: i. One-third of the shares will vest on the first day the Company’s stock achieves a twenty (20) trading-day volume weighted average price of $4.00 (the threshold price); ii. One-third of the shares will vest on the first day the Company’s stock achieves a twenty (20) trading-day volume weighted average price of $8.00 (the target price); iii. and one-third of the shares will vest on the first day the Company’s stock achieves a twenty (20) trading-day volume weighted average price of $12.00 (the target price); The estimated fair value of the awards is determined by using a Monte-Carlo simulation model, which incorporates various assumptions, including expected stock price volatility, contractual term, dividend yield and stock price at grant date. The Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies. A summary of activity for the six months ended June 30, 2022 for the PSUs is as follows: Number of Units Weighted Average grant date fair value Balance (December 31, 2021) — $ — Granted 5,100,000 0.55 Forfeited — — Balance (June 30, 2022) 5,100,000 $ 0.55 During the three months ended June 30, 2022, the Company recognized $147 stock-based compensation cost related to the PSUs. As of June 30, 2022, there was $2,667 additional unrecognized compensation cost related to the Inducement PSUs. The inputs used to value the Inducement PSUs were as follows at May 16, 2022: Expected volatility 105.00 % Starting stock price $ 0.61 Expected term (in years) 10 years Risk-free interest rate 2.88 % Earnout hurdle $4.00-$8.00-$12.00 |