Equity

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Equity

Equity

The Company’s second amended and restated certificate of incorporation currently authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. The Public, Private and $15 Exercise Price Sponsor warrants were issued in conjunction with the Company's initial public offering and the Merger and Additional Merger warrants were issued in conjunction with the business combination with LHLLC.

	June 30, 2021	December 31, 2020
Public Warrants(1)(5)	2,140,219	2,300,000
Private Warrants(1)(5)	99,000	99,000
$15 Exercise Price Sponsor Warrants(2)(5)	600,000	600,000
Merger Warrants(3)(6)	629,643	631,119
Additional Merger Warrants(4)(6)	935,068	946,680
Total	4,403,930	4,576,799

(1) Exercisable for one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share)

(2) Exercisable for one share of common stock at an exercise price of $15.00 per share

(3) Exercisable for one share of common share at an exercise price of $12.50 per share

(4) Exercisable for one share of common stock at an exercise price of $11.50 per share

(5) Issued under a warrant agreement dated July 15, 2014, between Continental Stock Transfer and Trust Company, as warrant agent, and the Company

(6) Issued to the sellers of LHLLC

Subsequent to June 30, 2021, on July 20, 2021, the Public Warrants, Private Warrants, and Additional Merger Warrants expired by their terms.

On May 24, 2020 the Board of Directors approved further amendments to the Company's amended and restated Omnibus Incentive Plan to increase the number of shares of the Company's common stock that may be issued pursuant to awards by 500,000, for a total of 1,650,000 shares, and extend the term of the plan so that it will expire on the tenth anniversary of the date the stockholders approve the Amended Incentive Plan. The amendments were approved by the Company's stockholders at the Annual Meeting held on July 14, 2020.

On March 9, 2021, the Board of Directors approved further amendments to the Company's amended and restated Omnibus Incentive Plan to increase the number of shares of the Company's common stock that may be issued pursuant to awards by 600,000, for a total of 2,250,000 shares, and extend the term of the plan so that it will expire on the tenth anniversary of the date the stockholders approve the Amended Incentive Plan. The amendments were approved by the Company's stockholders at the Annual Meeting held on June 16, 2021.

See Note 17 - Management Incentive Plans for RSUs granted, vested, forfeited and remaining unvested.

Upon approval of the Company's stockholders on May 30, 2019, the Company adopted the Limbach Holdings, Inc. 2019 Employee Stock Purchase Plan (“the ESPP”). On January 1, 2020, the ESPP went into effect. The ESPP enables eligible employees, as defined by the ESPP, the right to purchase the Company's common stock through payroll deductions during consecutive subscription periods at a purchase price of not less than 85% of the fair market value of a common share at the end of each offering period. Annual purchases by participants are limited to the number of whole shares that can be purchased by an amount equal to ten percent of the participant's compensation or $5,000, whichever is less. Each offering period of the ESPP lasts six months, commencing on January 1 and July 1 of each year.  The amounts collected from participants during a subscription period are used on the exercise date to purchase full shares of common stock.  Participants may withdraw from an offering before the exercise date and obtain a refund of amounts withheld through payroll deductions. Compensation cost, representing the 15% discount applied to the fair market value of common stock, is recognized on a straight-line basis over the six-month vesting period during which employees perform related services. Under the ESPP, 500,000 shares are authorized to be issued. In July 2020 and January 2021, the Company issued 30,825 and 8,928 shares of its common stock, respectively, to participants in the ESPP who contributed to the plan through the June 30, 2020 and December 31, 2020 offering periods, respectively.

On February 10, 2021 the Company entered into an underwriting agreement (“Underwriting Agreement”) with Lake Street Capital Markets, LLC (“Underwriter”) relating to an underwritten public offering (the “Offering”). On February 12, 2021 the Company sold to the Underwriter 1,783,500 shares of its Common Stock. The Underwriting Agreement provided for purchase and sale of the Shares by the company to the Underwriter at a price of $11.28 per share. The price to the public in the Offering was $12.00 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 267,525 shares of Common Stock to cover over-allotments, if any, on the same terms and conditions. The net proceeds to the Company from the Offering after deducting the underwriting discounts and commissions were approximately $19.8 million. On February 18, 2021, the Company received approximately $3.0 million of net proceeds for the sale of 267,525 shares in connection with the exercise of the over-allotment option.