Stockholders' Equity

6 Months Ended

Mar. 31, 2023

Note 11. Stockholders’ Equity

On October 2, 2019, we registered the issuance of 6,350,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), consisting of 5,300,000 shares of Common Stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Cerence 2019 Equity Incentive Plan (“Equity Incentive Plan”), and 1,050,000 shares of Common Stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan. The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards. The shares available for issuance will automatically increase on January 1st of each year, by the lesser of (A) 3% of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st; and (B) the number of shares of Common Stock determined by the Board on or prior to such date for such year.

Restricted Units

Information with respect to our non-vested restricted stock units for the six months ended March 31, 2023 was as follows:


	Non-Vested Restricted Stock Units
	Time-Based Shares			Performance- Based Shares			Total Shares			Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Non-vested at September 30, 2022		996,016			434,995			1,431,011		$	62.49
Granted		2,386,993			1,237,319			3,624,312		$	19.39
Vested		(790,513	)		(79,986	)		(870,499	)	$	58.24
Forfeited		(82,788	)		(229,661	)		(312,449	)	$	54.13
Non-vested at March 31, 2023		2,509,708			1,362,667			3,872,375		$	33.07
Expected to vest								3,872,375		$	33.07		1.68	$	108,736

Stock-based Compensation

Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Cost of connected services	$	175	$	197	$	371	$	343
Cost of professional services		1,012		1,373		2,165		2,319
Research and development		4,088		4,146		8,542		6,141
Sales and marketing		1,522		1,422		3,182		844
General and administrative		5,558		3,788		10,567		3,120
Restructuring and other costs, net		—		—		—		4,000
	$	12,355	$	10,926	$	24,827	$	16,767

During the three months ended December 31, 2021, we recorded $4.0 million, net of $5.0 million in forfeitures, in stock-based compensation due to the resignation of our former CEO and the resulting modification of certain stock-based awards in Restructuring and other costs, net. During the three months ended March 31, 2022, we recorded $2.4 million, net of $0.2 million in forfeitures, in stock-based compensation due to the retirement of our former Chief Financial Officer and resignation of our former General Counsel and the resulting modification of certain stock-based awards.