Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

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SHARE-BASED COMPENSATION
9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
SHARE-BASED COMPENSATION

 

15. 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. On June 21, 2022, the 2021 Plan was amended and restated to, among other things, increase the number of shares of Common Stock authorized for issuance under the 2021 Plan by 5,643,450 shares. As of September 30, 2022, there were 11,651,168 shares of Common Stock authorized for issuance under the amended and restated 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 September 30, 2022, there were 17,466,964 shares of Common Stock authorized for issuance under the Plans.

 

The following table summarizes share-based compensation expense for the three and nine months ended September 30, 2022 and 2021 (in thousands):

 

                               
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2022     2021     2022     2021  
Research and development   $ 1,007     $ 214     $ 3,142     $ 682  
Sales and marketing     945       140       3,225       476  
General and administrative     3,835       293       12,850       950  
Cost of sales     76       14       182       42  
Total share-based compensation   $ 5,863     $ 661     $ 19,399     $ 2,150  

 

Common Stock Options

 

The following table sets forth the activity for all Common 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     2,654,904       2.81               2.20  
Exercised     -       -               -  
Forfeited     (49,745 )     4.90               2.52  
Expired     (162,999 )     5.13               2.74  
Outstanding, September 30, 2022(a)     7,931,652     $ 3.73       7.06     $ 2.24  
Exercisable, September 30, 2022(b)     4,476,596     $ 4.02       5.21     $ 2.12  

 

 
(a) The aggregate intrinsic value of all stock options outstanding as of September 30, 2022 was $35 thousand.
(b) The aggregate intrinsic value of all vested/exercisable stock options as of September 30, 2022 was $35 thousand.

 

As of September 30, 2022, there was $6.7 million of unrecognized compensation expense related to stock options to be recognized over a weighted average period of 3.06 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  
Vested     (345,471 )     9.75  
Cancelled     (6,360 )     9.63  
Outstanding (nonvested), September 30, 2022     -     $ -  

 

As of September 30, 2022, there was no unrecognized compensation expense related to RSAs to be recognized.

 

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 RSU. The RSUs granted in connection with the MIP vested 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     3,552,935       2.93  
Vested     (1,137,063 )     9.75  
Forfeited     (181,222 )     6.63  
Outstanding (nonvested), September 30, 2022     5,197,534     $ 4.54  

 

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 and nine months ended September 30, 2022 and 2021. As of September 30, 2022, there was $15.6 million of unrecognized compensation expense related to RSUs to be recognized over a weighted average period of 2.16 years.