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Equity Incentive and Other Plans
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Incentive and Other Plans

NOTE 13 — Equity Incentive and Other Plans

The Company currently has four equity plans: the New Leafly 2021 Equity Incentive Plan (the “2021 Plan”), the Legacy Leafly 2018 Equity Incentive Plan (the “2018 Plan”), the New Leafly Earn-Out Plan (the “Earn-Out Plan”), and the New Leafly 2021 Employee Stock Purchase Plan (“The ESPP”). Activity under the 2021 Plan and the ESPP are detailed below. There were no options or other equity awards granted under the 2018 Plan or the Earn-Out Plan during the year ended December 31, 2024. On March 12, 2025, the Company filed post-effective amendments to all of its existing registration statements on Form S-8s and its registration statement on Form S-3, deregistering any unsold securities (Note 18).

 

Stock-Based Compensation

2021 Plan

The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan, 225,125 shares of common stock were initially reserved for issuance. During the term of the 2021 Plan, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023, and ending on (and including) January 1, 2031, by the lesser of (i) 10% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 225,125 shares (adjusted pursuant to the terms of the 2021 Plan). Effective January 1, 2025, 270,436 shares of common stock were available for issuance under the 2021 Plan and 45,312 remained available at December 31, 2024.

 

2023 Awards

•
On March 14, 2023, the Company granted 31,567 annual incentive plan Restricted Stock Units (“RSUs”), which vested over four months.
•
On July 25, 2023, the Company granted: 125,559 service-based RSUs to employees, which are scheduled to vest over a two-year period from the initial vest date; 32,724 RSUs to non-employee Board members, which vested in full on August 20, 2023; and 23,634 Performance Stock Units (“PSUs”) to senior management, with vesting contingent upon the Company meeting certain fiscal year 2023 financial performance metrics, as specified in the award agreements.
o
On January 30, 2024, Leafly’s compensation committee approved the vesting of 30,560 PSUs related to the achievement of the Company’s 2023 ending cash performance target related to PSUs that were granted in 2022 and 2023.
o
On February 28, 2024, the compensation committee set the 2024 performance targets for the 6,926 remaining PSUs that were granted in 2022. These shares vested in full on February 27, 2025.
•
On November 30, 2023, the Company granted 23,634 RSUs to senior management and on December 19, 2023, the Company granted a total of 19,440 RSUs to employees, all of which are scheduled to vest over a one-year period from the initial vest date.
•
On December 19, 2023, the Company granted 7,900 RSUs to employees which are scheduled to vest over a two-year period from the initial vest date and 1,800 RSUs to non-employee Board members, which are scheduled to vest on July 12, 2024.

2024 Awards

•
During the first quarter of 2024, Leafly awarded a total of 187,024 RSUs, of which 176,168 are scheduled to vest quarterly in 25% increments over one year and 10,856 RSUs are scheduled to vest 50% after one year and 12.5% quarterly thereafter, to Leafly executives and other employees.
•
During the second quarter of 2024, Leafly awarded a total of 24,250 RSUs, of which 22,500 were awarded to the Company’s Board members and are scheduled to vest on June 1, 2025 and the remainder vested immediately.

Stock Options

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. No options were granted under the 2021 Plan during the years ended December 31, 2024 or 2023.

Stock option activity under the 2021 Plan for the periods presented was as follows:

 

 

Number of
Shares

 

 

Weighted Average
Exercise Price

 

 

Aggregate
Intrinsic Value

 

 

Weighted Average
Remaining Contractual
Term (in years)

 

Outstanding at January 1, 2023

 

 

5,048

 

 

$

39.52

 

 

$

—

 

 

 

9.61

 

Forfeited or expired

 

 

(72

)

 

 

34.11

 

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

4,976

 

 

$

39.60

 

 

$

—

 

 

 

8.64

 

Forfeited or expired

 

 

(4,952

)

 

 

39.60

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

24

 

 

$

39.60

 

 

$

—

 

 

 

7.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable

 

 

19

 

 

$

39.60

 

 

$

—

 

 

 

7.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2024, there was no unrecognized compensation cost related to stock options granted under the 2021 Plan.

Restricted Stock Units and Performance Stock Units

RSU and PSU activity under the 2021 Plan for the periods presented was as follows:

 

 

Number of
Shares

 

 

Weighted Average
Grant Date
Fair Value

 

 

Total Fair Value

 

Unvested at January 1, 2023

 

 

102,889

 

 

$

21.02

 

 

 

 

Granted

 

 

266,258

 

 

 

6.59

 

 

$

1,753

 

Vested

 

 

(113,824

)

 

 

10.56

 

 

$

872

 

Forfeited

 

 

(45,377

)

 

 

19.37

 

 

 

 

Unvested at January 1, 2024

 

 

209,946

 

 

 

8.74

 

 

 

 

Granted

 

 

211,274

 

 

 

3.01

 

 

$

636

 

Vested

 

 

(283,656

)

 

 

5.54

 

 

$

763

 

Forfeited

 

 

(26,381

)

 

 

6.65

 

 

 

 

Unvested at December 31, 2024

 

 

111,183

 

 

$

6.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2024, there was $479 of total unrecognized compensation cost related to unvested RSUs and $2 of total unrecognized compensation cost related to PSUs granted under the 2021 Plan, a majority of which relates to performance-based awards. The total cost is expected to be recognized over a remaining weighted-average period of 1.02 years.

2018 Plan

The 2018 Plan became effective on April 17, 2018. The 2018 Plan terminated upon closing of the Business Combination in 2022, but then-outstanding options under the 2018 Plan remain outstanding pursuant to their terms, with adjustments to the number of shares and exercise prices to reflect the terms of the Business Combination.

 

The fair value of each stock option award to employees was estimated on the date of grant using the Black-Scholes option pricing model. There were no grants made in 2024 or 2023 under the 2018 Plan. Stock option activity under the 2018 Plan for the periods presented was as follows:

 

 

Number of
Shares

 

 

Weighted Average
Exercise Price

 

 

Aggregate
Intrinsic Value

 

 

Weighted Average
Remaining Contractual
Term (in years)

 

Outstanding at January 1, 2023

 

 

171,575

 

 

$

32.06

 

 

$

75

 

 

6.83

 

Exercised

 

 

(21

)

 

 

8.00

 

 

 

 

 

 

 

Forfeited or expired

 

 

(55,103

)

 

 

27.41

 

 

 

 

 

 

 

Outstanding at December 31, 2023

 

 

116,451

 

 

$

34.24

 

 

$

3

 

 

4.65

 

Forfeited or expired

 

 

(1,528

)

 

 

51.74

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

114,923

 

 

$

33.93

 

 

$

—

 

 

 

3.61

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable

 

 

72,918

 

 

$

29.19

 

 

$

—

 

 

 

4.93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.
Includes 62,120 and 52,803 awards as of December 31, 2024 and 63,648 and 52,803 awards as of December 31, 2023 accounted for as service-based and market-based options, respectively, that are vested, that the Company currently deems probable of vesting, or in the case of market-based options, that the Company is expensing so long as the respective service conditions are met. The market-based options will vest only if the price of the Company's common stock reaches a $1 billion market capitalization target for any 20 days during a 30-day period on or before February 4, 2026, the fourth anniversary of the closing of the Business Combination

As of December 31, 2024, there was $91 of unrecognized compensation cost related to service-based 2018 Plan option awards, which is expected to be recognized over a remaining weighted-average service period of approximately 0.71 years.

Stock-Based Compensation Expense

The following table presents the classification of stock-based compensation expense under the 2018 Plan, the 2021 Plan and the ESPP:

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Sales and marketing

 

$

221

 

 

$

272

 

Product development

 

 

448

 

 

 

436

 

General and administrative

 

 

1,282

 

 

 

2,247

 

 

 

$

1,951

 

 

$

2,955

 

 

 

 

 

 

 

 

Employee Stock Purchase Plan

The ESPP became effective immediately upon closing of the Business Combination. Pursuant to the ESPP, 56,281 shares of common stock were initially reserved for issuance. During the term of the ESPP, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023 and ending on (and including) January 1, 2031, by the lesser of (i) 2.5% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 56,281 shares (as adjusted pursuant to the terms of the ESPP). Effective January 1, 2024, 77,637 shares of common stock were available for issuance under the ESPP and 45,630 remained available at December 31, 2024.

•
On March 15, 2023, eligible employees purchased 14,441 shares for a total purchase price of $120.
•
On September 15, 2023, eligible employees purchased 5,701 shares for a total purchase price of $48.
•
On March 15, 2024, eligible employees purchased 8,443 shares for a total purchase price of $16.
•
On September 15, 2024, eligible employees purchased 5,231 shares for a total purchase price of $8.
•
Effective February 1, 2025, the ESPP was terminated (Note 18).

The Company's current offering period runs from September 16, 2024 through March 15, 2025. Stock-based compensation expense related the ESPP was as follows for the periods presented:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

ESPP expense (included in stock-based compensation)

 

$

19

 

 

$

92

 

 

 

 

 

 

 

 

 

Earn-Out Plan

The Earn-Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn-Out Plan, approximately 28,546 shares of common stock have been reserved for issuance to employees and certain other eligible parties in the form of RSUs. These RSUs will vest if the Company achieves certain thresholds prior to the third anniversary of the Business Combination. No RSUs have been awarded under the Earn-Out Plan as of December 31, 2024.

Defined Contribution Plan

The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement (401k) plan as follows for the periods presented:

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

401(k) matching contributions

 

$

528

 

 

$

627