STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Authorized Capital

We are authorized to issue 100,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value. The holders of our common stock are entitled to one vote per share. The holders of Series A preferred stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible. Holders of Series A preferred stock also participate in dividends if they are declared by our Board of Directors. See Note 15 for additional information associated with the Series A preferred stock.

Stock Repurchase Program

On September 13, 2021, our Board of Directors authorized the repurchase of up to $25 million of our common stock through December 31, 2022, which was subsequently extended to December 31, 2024.

On December 15, 2022, our Board of Directors authorized the repurchase of up to an additional $50.0 million of our common stock through December 31, 2024.

Information about purchases was as follows:


	Year Ended December 31,
	2023		2022
Number of shares purchased	9,433		2,695,477
Weighted average per share purchase price	$	11.56	$	16.51
Total purchase price (in thousands)	$	109	$	44,504

All repurchased shares are included in treasury stock in the consolidated balance sheets. At December 31, 2023, $63.4 million remained available for repurchases. These shares may be purchased from time-to-time in the open market at prevailing prices, in privately negotiated transactions or through block trades.

2019 Employee Stock Purchase Plan

We reserved a total of 900,000 shares of our common stock for purchase by participants in our 2019 Employee Stock Purchase Plan (the “ESPP”). Participants in the ESPP may purchase shares of our common stock at a purchase price which will not be less than the lesser of 85% of the fair value per share of our common stock on the first day of the purchase period or the last day of the purchase period. As of December 31, 2023, 608,294 shares remained available for future issuance.

ESPP activity was as follows:


Year ended December 31, 2023
Shares purchased pursuant to the ESPP						49,963
Weighted average per share price of shares purchased						$9.72
Weighted average per share discount from market value for shares purchased						$1.46
Stock-based compensation related to ESPP						$179,671

PIPE Warrants

PIPE warrant activity was as follows:


	Shares Underlying Warrants	Weighted Average Exercise Price
Outstanding at December 31, 2022	2,865,068	$	11.50

Cancelled or Expired	(208,912)	11.50
Exercised	(2,656,156)	11.50
Outstanding at December 31, 2023	—	—

Prefunded Warrants

As of December 31, 2023, there were 300,357 perpetual non-redeemable prefunded warrants outstanding with an exercise price of $0.01 per share. There was no activity related to these warrants during the year ended December 31, 2023.

2018 Long-Term Incentive Equity Plan

Our 2018 Long-Term Incentive Equity Plan, as amended (the “2018 Plan”) reserves up to 18% of the shares of our common stock outstanding on a fully diluted basis. The 2018 Plan provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, warrants or other securities which may be convertible, exercisable or exchangeable for or into our common stock. On May 20, 2019, our stockholders approved the adoption of the Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (the “Incentive Plan”). The Incentive Plan amends and restates the previously adopted 2018 Plan in order to replenish the pool of shares of common stock available under the Incentive Plan by adding an additional 600,000 shares of common stock and making certain changes in light of the Tax Cuts and Jobs Act and its impact on Section 162(m) of the Internal Revenue Code of 1986, as amended. Stock options are canceled upon termination of employment. On June 9, 2022, our stockholders approved the addition of 510,000 shares of our common stock to the 2018 Plan. Following this addition, a total of 4,934,566 shares had been authorized for issuance pursuant to the

2018 Plan. Stock options are canceled upon termination of employment. As of December 31, 2023, there were 1,091,427 shares of our common stock available to be issued under the 2018 Plan.

Stock Options

Stock option activity is summarized below:


	Shares Underlying Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	1,052,093	$	12.34	2.26	$	(427)
Granted	94,326	12.38
Cancelled or terminated	(600,418)	14.06
Exercised	(169,061)	8.07
Outstanding at December 31, 2023	376,940	11.21		1.91	(2)
Vested at December 31, 2023	302,585	10.73		0.94	(2)
Vested and expected to vest at December 31, 2023	376,940

Restricted Stock Units

Restricted stock unit ("RSU") activity was as follows:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022	207,822	$	14.98
Granted	323,679	12.44
Vested	(110,661)	15.35
Forfeited	(182,565)	12.32
Outstanding at December 31, 2023	238,275	$	13.35

Stock-Based Compensation

Stock-based compensation was as follows:


	Year Ended December 31,
(In thousands)	2023		2022
ESPP	$	180	$	280
2018 Plan	2,069		1,697
	$	2,249	$	1,977

The fair value of options was based on the following assumptions:


	Year Ended December 31, 2023
	ESPP		2018 Plan
Risk free interest rate	4.65%-4.65%		4	%
Expected term (years)	0.50-1.0		6
Expected volatility	50%-52%		70	%
Expected dividends	0.00	%	0.00	%

The expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. Expected volatility was based on the historical volatility of our stock price over a period equal to the expected lives of the awards.

As of December 31, 2023, total unrecognized stock-based compensation was $0.1 million which is expected to be recognized over a weighted average service period of 2.13 years.

Certain other information regarding stock-based compensation was as follows:


	Year Ended December 31,
	2023		2022
Per share weighted average grant date fair value of awards issued	$	12.14	$	4.28
Intrinsic value of stock options exercised (in millions)	0.6		1.6
Current tax benefit related to stock-based awards (in millions)	0.3		0.1