Compensation Plans

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Compensation Plans

12. Compensation Plans

The Company provides stock-based compensation in the form of (a) restricted stock awards to certain employees (referred to as the “Restricted Stock Awards”), (b) stock option grants to employees, directors and consultants under the 2016 Stock Incentive Plan (the “2016 Plan”), (c) stock option awards, restricted stock awards and units, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the 2019 Equity Incentive Plan (the “2019 Plan”), (d) stock option awards, restricted stock awards and units, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the Equity Incentive Plan (the “2022 Plan”) (collectively, the 2016 Plan, 2019 Plan and 2022 Plan are referred to as the “Equity Plans”), (e) stock option awards outside of the 2016 Plan, 2019 Plan and 2022 Plan to certain officers, directors and employees (referred to as the “Outside Options”), (f) common stock warrants to the Company’s publisher partners (referred to as the “Publisher Partner Warrants”), and (g) common stock warrants to ABG (referred to as the “ABG Warrants”). Effective with the adoption of the 2022 Plan, the Company ceased issuing new awards under the 2016 Plan and 2019 Plan.

Stock-based compensation and equity-based expense charged to operations or capitalized during the three and nine months ended September 30, 2022 and 2021 are summarized as follows:

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
During the Three Months Ended September 30, 2022
Cost of revenue	$	402	$	2,370	$	-	$	-	$	2,772
Selling and marketing		-		810		-		-		810
General and administrative		7		4,472		-		250		4,729
Total costs charged to operations		409		7,652		-		250		8,311
Capitalized platform development		-		404		-		-		404
Total stock-based compensation	$	409	$	8,056	$	-	$	250	$	8,715
During the Three Months Ended September 30, 2021
Cost of revenue	$	12	$	1,719	$	1	$	-	$	1,732
Selling and marketing		-		1,346		75		-		1,421
General and administrative		414		4,162		-		746		5,322
Total costs charged to operations		426		7,227		76		746		8,475
Capitalized platform development		2		482		3		-		487
Total stock-based compensation	$	428	$	7,709	$	79	$	746	$	8,962

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
During the Nine Months Ended September 30, 2022
Cost of revenue	$	1,236	$	6,366	$	-	$	-	$	7,602
Selling and marketing		-		2,149		-		-		2,149
General and administrative		7		13,669		105		1,245		15,026
Total costs charged to operations		1,243		22,184		105		1,245		24,777
Capitalized platform development		-		1,529		-		-		1,529
Total stock-based compensation	$	1,243	$	23,713	$	105	$	1,245	$	26,306
During the Nine Months Ended September 30, 2021
Cost of revenue	$	61	$	4,865	$	4	$	-	$	4,930
Selling and marketing		-		3,835		224		-		4,059
General and administrative		560		10,642		-		1,498		12,700
Total costs charged to operations		621		19,342		228		1,498		21,689
Capitalized platform development		11		1,330		6		-		1,347
Total stock-based compensation	$	632	$	20,672	$	234	$	1,498	$	23,036

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2022 was as follows:

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
Unrecognized compensation cost	$	1,112	$	36,606	$	-	$	1,257	$	38,975
Expected weighted-average period expected to be recognized (in years)		0.68		2.22		-		1.25		2.14

Further details as of the date these condensed consolidated financial statements were issued are provided under the heading Compensation Plans in Note 17.

Stock Option Repricing

On March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted under the Company’s 2016 Plan and the 2019 Plan that had an exercise price above $8.82 per share, including certain outstanding stock options held by senior management of the Company. The Stock Option Repricing also included certain outstanding stock options granted outside of the 2016 Plan and 2019 Plan. The Stock Options Repricing was approved by the Board and stockholders. As a result of the Stock Option Repricing, the exercise prices were set to $8.82 per share, which was the closing sale price of the Company’s common stock as listed on the NYSE American exchange on March 18, 2022. Except for the repricing of the stock options under the 2019 Plan, all terms and conditions of each stock option remain in full force and effect. For the repricing of the stock options under the 2019 Plan, the Company (i) modified the exercise price; (ii) will allow cashless exercise as a method of paying the exercise price, and (iii) will waive a lock-up provision in the stock option agreements. All other term and conditions of each of the stock options under the 2019 Plan remain in full force and effect.

The Stock Option Repricing of approximately 4,343,017 stock option grants (for 340 employees) that were issued to employees of the Company, including senior management, resulted in incremental cost of $6,061, of which $143 was recognized at the time of the Stock Option Repricing for the fully vested awards and included in the condensed consolidated statement of operations, and $5,918 will recognized over the remaining vesting term of the original award at the repricing date.