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STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2020
Share-based Payment Arrangement, Noncash Expense [Abstract]  
STOCK-BASED COMPENSATION

On April 26, 2019, in connection with employment agreements with its Chief Executive Officer and Chief Operating Officer, the Company issued market condition awards contingent upon the achievement of certain market capitalization targets. The awards are subject to a three-year service vesting period. The awards are settleable in a variable number of common shares based on defined percentages of the Company's total shares determined by market capitalization targets and are, therefore, classified as liabilities in accordance with ASC 718. The fair value of the awards is remeasured at each reporting period until settlement. Compensation cost is attributed over the period encompassing the derived service period and the explicit service period. The fair value of the market condition awards on the termination date of February 12, 2020 was approximately $1,638,000. The market condition awards were valued using a Monte Carlo simulation technique, a risk-free interest rate of 1.44% and a volatility of 75% based on volatility over 3 years using daily stock prices. For the nine months ended September 30, 2020, the Company recorded an expense of $1,322,000 for these awards. In addition, as these market awards were eliminated during the first quarter of 2020 (see paragraph below), the Company reversed the entire compensation liability of $1,638,000 to Additional Paid In Capital during the nine months ended September 30, 2020.

 

On February 12, 2020, the Company, entered into a form of Amended and Restated Employment Agreement with both the Company’s Chief Executive Officer and Chief Operating Officer. The terms of the Amended Employment Agreements have been amended as follows: (i) the annual equity awards based upon, among other conditions, the Company’s market capitalization and a percentage of base salary have been eliminated; however, the awards based on financial milestones remain in full force and effect; and (ii) payment of the 2019 bonuses has been deferred, resulting in the accrual of such bonuses on the books and records of the Company. All other terms of the respective Employment Agreements will remain in full force and effect subject to further review by the Board of Directors as it deems necessary and appropriate.

 

On April 26, 2019, as additional consideration for advisory services provided in connection with the Charlie’s Financing and the Share Exchange (see Note 1 above), the Company issued the Advisory Shares (see Note 1, above), including to a member of the Company’s Board of Directors, pursuant to a subscription agreement. The fair value of a share of Common Stock issued as Advisory Shares was $0.0032, which is based upon a valuation prepared by the Company on the date of the Share Exchange. The Company recorded stock-based compensation of approximately $2.9 million on the grant date.

 

Prior to the Share Exchange, Charlie’s employees held membership units, which were automatically converted into 7.1 million shares of Common Stock and 69,815 shares of Series B Preferred (or 698.1 million shares of Common Stock equivalents) due to the effect of the Share Exchange. The 705.3 million shares of Common Stock will vest over a two-year period. The fair value of a share of Common Stock was $0.0032 based upon a valuation prepared by the Company on the date of the Share Exchange. The Company recorded total stock-based compensation related to these awards of approximately $846,000 during the nine months ended September 30, 2020.