Stockholders' Equity

9 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' Equity

12. Stockholders' Equity

Common Stock

We had reserved shares of stock, on an as-if converted basis, for issuance as follows:

	March 31, 2022		June 30, 2021
Warrants		26,000,000		26,000,000
Earnout shares		5,726,864		5,726,864
Total		31,726,864		31,726,864

2021 Stock Incentive Plan

Effective June 7, 2021, the Company adopted the 2021 Omnibus Incentive Plan (as amended, “the 2021 Plan”). The 2021 Plan provides for the issuance of stock options, stock appreciation rights, performance shares, performance units, stock, restricted stock, restricted stock units and cash incentive awards. The 2021 Plan was approved by shareholders at the Annual Meeting of Shareholders on February 2, 2022.

The following table provides total share-based compensation expense by award type:

	Three Months Ended				Nine Months Ended
(in thousands)	March 31, 2022		March 31, 2021		March 31, 2022		March 31, 2021
Stock option awards	$	828	$	-	$	828	$	-
Restricted stock units		1,115		-		1,115		-
Total share-based compensation	$	1,943	$	-	$	1,943	$	-

Stock-based compensation expense is included as a component of selling, general and administrative expenses in the condensed consolidated statement of operations.

Stock Options

Stock options granted under the 2021 Plan are subject to market conditions. The stock options are exercisable for ten years and only become exercisable if the volume-weighted average price per share of our common stock is at least $12.50 over a 30-day consecutive trading period following the grant date. The fair value of the stock options was estimated using a Monte Carlo simulation valuation model.

The following table presents a summary of stock option activity under the 2021 Plan:

	Stock Options			Weighted-Average Exercise Price		Aggregate Intrinsic Value
Outstanding at June 30, 2021		-			-		-
Granted		2,675,651			10.50		-
Exercised		-			-		-
Canceled and forfeited		(25,600	)		10.50		-
Outstanding at March 31, 2022		2,650,051			10.50		-

Total unrecognized compensation expense related to the stock options was $7.1 million, which is expected to be recognized over a weighted-average period of 3.3 years. No stock options were vested and exercisable as of March 31, 2022.

For the period ended March 31, 2022, the weighted-average grant date fair value was $3.27. The fair value of the options was estimated at the grant date using the Monte Carlo Simulation model with the following assumptions: weighted average risk free rate 1.8%; weighted average expected term 5.5 years; weighted average expected volatility 40%; and no expected dividend yield.

Restricted Stock Units

Restricted stock units are subject only to service conditions and vest ratably over four years.

The following table presents a summary of restricted stock units activity for the periods presented:

	Restricted Stock Units		Weighted-Average Grant Date Fair Value
Outstanding at June 30, 2021		-		-
Granted		1,398,526		8.22
Issued		-		-
Canceled and forfeited		-		-
Outstanding at March 31, 2022		1,398,526		8.22

Total unrecognized compensation expense related to the restricted stock units was $9.4 million, which is expected to be recognized over a weighted-average period of 3.3 years. No restricted stock units vested as of March 31, 2022.

Stock and Warrant Repurchase Plan

On March 8, 2022, the Company's board of directors approved a repurchase plan authorizing the Company to purchase up to $30.0 million in aggregate value of our common stock and/or warrants through September 8, 2022. Purchases under the repurchase program may be made on the open market, in privately negotiated transactions or in other manners as permitted by the federal securities laws and other legal and contractual requirements and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases will depend on a number of factors, including price, trading volume, general market conditions and legal requirements, among others. The repurchase program does not require the Company to acquire a specific number of shares or warrants. The cost of the shares and warrants that are repurchased will be funded from available working capital.

For accounting purposes, common stock repurchased under our stock repurchase plan is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. During the three months ended March 31, 2022 the Company repurchased 313,539 shares of common stock that are held in treasury. These shares are considered issued but not outstanding. The total cost of the shares repurchased was $2.8 million.

The table below summarizes the changes in treasury stock:

	Three Months Ended		Nine Months Ended
	March 31, 2022		March 31, 2021
Treasury stock:
Balance at December 31, 2021		-		-
Repurchases of common stock		313,539		313,539
Balance at March 31, 2022		313,539		313,539