STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2025

Cash Received as Nonrefundable Deposit

In the fourth quarter of 2024, we received a $10.0 million nonrefundable deposit under the Camping World Asset Purchase Agreement in exchange for the Company’s agreement to issue 9,708,737 shares of its common stock to Camping World upon final closing of the transactions contemplated by the Camping World Asset Purchase Agreement. Such number of shares equals $10.0 million divided by $1.03, which was the Minimum Price as defined in Nasdaq Rule 5635(d).

In the first quarter of 2025, Camping World informed us that it elected to not consummate the Camping World Asset Sales with respect to the Council Bluffs, Iowa; and Portland, Oregon facilities. On March 28, 2025, we delivered written notice to Camping World to (a) exercise our remedy under Section 12.10 of the Camping World Asset Purchase Agreement for Camping World’s failure to complete such closings, namely to relieve us from any obligation to issue 9,708,737 shares of its common stock to Camping World’s subsidiary under Section 6.10 of the Camping World Asset Purchase Agreement; and (b) terminate the Camping World Asset Purchase Agreement effective on March 31, 2025, the outside date under the Camping World Asset Purchase Agreement. The $10.0 million nonrefundable deposit was recorded as additional paid-in capital in the statements of stockholders’ equity in the fourth quarter of 2024.

Stock-Based Compensation

Stock-based compensation expense is included in selling, general and administrative expense on our statements of operations and comprehensive loss. We recognized stock-based compensation expense of $0.3 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.

Amended and Restated 2018 Long-Term Incentive Equity Plan

Our 2018 Long-Term Incentive Equity Plan, as amended (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. As of March 31, 2025, there were 918,889 shares of common stock available to be issued under the 2018 Plan.

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 March 31, 2025, 491,560 shares remained available for future issuance.

Stock Options

Stock option activity for the three months ended March 31, 2025 was as follows:


	Shares Underlying Options	Weighted Average Per Share Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2024	1,732,768	$	3.43	9.25 years	$	—

Cancelled or terminated	(42,945)	12.38

Options outstanding at March 31, 2025	1,689,823	3.20		9.03 years	—
Options outstanding and vested at March 31, 2025	189,823	3.20		9.03 years	—

Performance-Based Stock Options

In September 2024, as an inducement grant in connection with hiring our Interim Chief Executive Officer, Ronald Fleming, we granted Mr. Fleming a performance-based stock option for 1,500,000 shares of our common stock, with a strike price equal to $2.00 per share. The stock option is subject to double trigger vesting as follows: (a) 12 month period of his continuous employment with the Company from September 14, 2024 through September 14, 2025 and (b) then, thereafter, during his further continuous employment with the Company: (x) 50% of the options will vest when the closing price of the common stock reaches or exceeds $4.00 per share for 20 consecutive trading days and (y) 50% of the options will vest when the closing price of the common stock reaches or exceeds $6.00 for 20 consecutive trading days. The stock option will be exercisable by Mr. Fleming only while employed by the Company and only to the extent vested. The stock option was an inducement grant under NASDAQ Listing Rule 5635(c)(4), and was issued outside of the 2018 Plan. The fair value and derived service periods of the stock option were determined based on a Monte Carlo valuation model, which includes estimates of the Company’s stock price volatility. Expense for these grants is being recognized on a straight-line basis over each tranche’s derived service period.

Restricted Stock Units

Restricted stock unit (“RSU”) activity for the three months ended March 31, 2025 was as follows:


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2024	224,762	$	3.78
Granted	195,486	0.77
Vested	(269,062)	1.91
Forfeited	(8,432)	4.07
Outstanding at March 31, 2025	142,754	3.17

Warrants

As of March 31, 2025, there were 10,194,174 warrants outstanding with an exercise price of $3.83. Our warrants were recorded at fair value at the end of each reporting period and transaction date. Changes in fair value were recorded in our statements of operations and comprehensive loss. Warrant liabilities are categorized within Level 3 of the fair value hierarchy, which is defined as significant unobservable inputs, including our own assumptions in determining fair value.

Changes in the Level 3 warrant liability were as follows:


(In thousands)
Balance at December 31, 2024	$	5,709
Measurement adjustment	(4,282)
Balance at March 31, 2025	$	1,427

Prefunded Warrants

As of March 31, 2025, 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 three months ended March 31, 2025.