Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

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SHARE-BASED COMPENSATION
 6 Months Ended
Jun. 30, 2023
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 June 30, 2023, there were 6,007,718 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 June 30, 2023, there were 14,383,618 shares of Common Stock authorized for issuance under the Plans.

 

The following table summarizes share-based compensation expense for the three and six months ended June 30, 2023 and 2022 (in thousands):

 

                               
    Three Months Ended
June 30,		    

Six Months Ended

June 30,

  
    2023     2022     2023     2022  
Research and development   $ 570     $ 1,169     $ 1,101     $ 2,135  
Sales and marketing     517       1,197       1,024       2,279  
General and administrative     904       4,541       1,798       9,015  
Cost of sales     7       65       14       107  
Total share-based compensation   $ 1,998     $ 6,972     $ 3,937     $ 13,536  

 

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, 2022     7,812,178     $ 3.70       6.56     $ 2.23  
Forfeited     (31,523 )     2.26       -       1.46  
Expired     (14,421 )     5.40       -       2.86  
Outstanding, June 30, 2023(a)     7,766,234     $ 3.70       6.02     $ 1.98  
Exercisable, June 30, 2023(b)     5,566,087     $ 3.89       5.11     $ 2.06  

 

 
(a) There was no aggregate intrinsic value of all stock options outstanding as of June 30, 2023.
(b) There was no aggregate intrinsic value of all vested/exercisable stock options as of June 30, 2023.

 

As of June 30, 2023, there was $3.3 million of unrecognized compensation expense related to stock options to be recognized over a weighted average period of 2.47 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 RSU. 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, 2022     4,267,746     $ 3.58  
Granted     681,620       0.56  
Released     (387,204 )     5.44  
Forfeited     (51,611 )     3.25  
Outstanding (nonvested), June 30, 2023     4,510,551     $ 2.97  

 

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 six months ended June 30, 2023 and 2022. As of June 30, 2023, there was $8.8 million of unrecognized compensation expense related to RSUs to be recognized over a weighted average period of 1.72 years.