Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

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SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
SHARE-BASED COMPENSATION

 

14. SHARE-BASED COMPENSATION

 

2021 Stock Incentive Plan

 

Prior to the Business Combination, the Company maintained its 2009 Omnibus Equity Compensation Plan (the “2009 Plan” and together with the 2021 Plan, the “Plans”). Upon Closing of the Business Combination, awards under the 2009 Plan were converted at the exchange ratio calculated in accordance with the Business Combination Agreement and the 2021 Plan became effective. There are 6,007,718 shares of Common Stock authorized for issuance under the 2021 Plan, plus any shares of Common Stock subject to awards under the 2009 Plan that are forfeited or reacquired by the Company due to termination or cancellation. As of March 31, 2022, there were 11.5 million shares of Common Stock reserved under the Plans.

 

The following table summarizes share-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands):

 

               
    Three Months Ended
March 31,
 
    2022     2021  
Research and development   $ 966     $ 214  
Sales and marketing     1,083       140  
General and administrative     4,474       293  
Cost of sales     41       14  
Total share-based compensation   $ 6,564     $ 661  

 

Common Stock options

 

The following table sets forth the activity for all stock options:

 

                                 
      Number of
Shares
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Life (Years)
    Weighted-
Average
Grant Date
Fair Value
 
Outstanding, December 31, 2021       5,489,492     $ 4.23       6.05     $ 2.27  
Granted       803,760       3.70       -       1.69  
Exercised       -       -       -       -  
Forfeited       (9,607 )     6.29       -       2.46  
Expired       (139,172 )     5.10       -       2.73  
Outstanding, March 31, 2022(a)       6,144,473     $ 4.14       6.47     $ 2.18  
                                   
Exercisable, March 31, 2022(b)       4,109,406     $ 3.93       5.38     $ 2.06  

 

 
(a) The aggregate intrinsic value of all stock options outstanding as of March 31, 2022 was $0.8 million.
(b) The aggregate intrinsic value of all vested/exercisable stock options as of March 31, 2022 was $0.8 million.

 

As of March 31, 2022, there was $4.1 million of unrecognized compensation expense related to stock options to be recognized over a weighted average period of 2.66 years.

 

Restricted Stock Awards (“RSAs”)

 

The following table sets forth the activity for all RSAs:

 

                 
      Number of
Shares
    Weighted
Average
Grant Date
Fair Value
 
Outstanding (nonvested), December 31, 2021       351,831     $ 9.63  
Granted       -       -  
Forfeited       -       -  
Outstanding (nonvested), March 31, 2022       351,831     $ 9.63  

 

As of March 31, 2022, there was $1.2 million of unrecognized compensation expense related to RSAs to be recognized over a weighted average period of 0.37 years.

 

Restricted Stock Units

 

As part of the consideration in the Business Combination, RSUs with respect to 1,750,000 shares of Common Stock were granted to the participants in Legacy Airspan’s MIP. For the RSUs granted to MIP Participants, the weighted average grant date fair value was $9.75 per share. The RSUs granted in connection with the MIP vest one year after the date of the grant.

 

The following table sets forth the activity for all RSUs:

 

      Number of
RSUs
    Weighted
Average
Grant Date
Fair Value
 
Outstanding (nonvested), December 31, 2021       2,962,884     $ 8.60  
Granted       743,670       3.72  
Forfeited       (88,000 )     6.94  
Outstanding (nonvested), March 31, 2022       3,618,554     $ 7.64  

 

Because the Company maintained a full valuation allowance on its U.S. deferred tax assets, it did not recognize any tax benefit related to share-based compensation expense for the three months ended March 31, 2022 and 2021. As of March 31, 2022, there was $16.0 million of unrecognized compensation expense related to RSUs to be recognized over a weighted average period of 1.58 years.