STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

STOCK-BASED COMPENSATION

19. STOCK-BASED COMPENSATION

The Company provides stock-based compensation to directors, employees and consultants under the 2021 Stock Incentive Plan, which was approved by stockholders on August 13, 2021 at the 2021 Annual Meeting of Stockholders and which reserved 7.5 million shares of common stock for grant of awards under the plan. The 2022 Stock Incentive Plan, was approved by stockholders on November 23, 2022 at the 2022 Annual Meeting of Stockholders which reserved 75 million shares of common stock for grant of awards under the plan.

Options granted under the plan have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. Typically, options granted generally become fully vested after four years. Any options that are forfeited or cancelled before expiration become available for future grants. The options expire between 5 and 10 years from the date of grant. Restricted stock awards granted under the plan are subject to a vesting period determined at the date of grant. As of December 31, 2022, an aggregate of 78.1 million shares of the Company’s common stock were available for future grant.

The options outstanding as of December 31, 2022, have been classified by exercise price, as follows:

Outstanding						Exercisable
			Weighted
			Average	Weighted				Weighted
			Remaining	Average				Average
Exercise	Number		Contractual	Exercise		Number		Exercise
Price	Outstanding		Life (Years)	Price		Exercisable		Price
$2.15 - $2.62		3,160,000	8.75	$	2.34		1,192,092	$	2.36
$480 - $560		819	2.99	$	535.27		819	$	535.27
$1,208 - $1,352		25	1.25	$	1,336.00		25	$	1,336.00
$2.15 - $1,352		3,160,844	8.75	$	2.49		1,192,936	$	2.75

Issuances outside of the Plan
1.79	850,000	7.72	$	1.79	850,000	$	1.79
$2.46 - $2.55	1,800,000	8.32	$	2.55	898,766		2.55
$1.79 - $2.55	2,650,000	8.13	$	2.31	1,748,766	$	2.18

Total Options
$1.79 - $1,352	5,810,844	8.47	$	2.40	2,941,702	$	2.41

The total stock-based compensation expense related to stock options and stock awards issued to the Company’s employees, consultants and directors, included in reported net loss for the year ended December 31, 2022 and 2021, was comprised as follows:

	Year Ended December 31,
	2022		2021
General and administrative	$	7,147,000	$	7,750,000
Total stock-based compensation	$	7,147,000	$	7,750,000

A summary of option activity under the Company’s stock option plans as of December 31, 2022 and 2021, and changes during the years ended are as follows:

				Outstanding Options
									Weighted
							Weighted		Average
	Shares						Average		Remaining	Aggregate
	Available			Number			Exercise		Contractual	Intrinsic
	for Grant			of Options			Price		Life (years)	Value
January 1, 2021		6,693			925		$	564	4.9	$	0
Authorized		7,500,000			-
Stock options granted		(3,395,000	)		3,395,000		$	2.35
Restricted stock awards		(1,270,000	)		-
Forfeited		6			(6	)	$	1,352
December 31, 2021		2,841,699			3,395,919		$	2.52	9.8	$	0
Authorized		75,000,000			-
Forfeited		235,075			(235,075	)	$	2.66
December 31, 2022		78,076,774			3,160,844		$	2.49	8.7	$	0

As of December 31, 2022, there was $5.7 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted average period of 2.3 years.

GWW Stock-Based Compensation

On May 25, 2021, GWW issued its executives options to purchase an aggregate total of 100,000 shares of GWW Class A common stock, at an exercise price per share of $14.64. The options vest over a four-year period. Additionally, the executives were granted a restricted stock award to acquire an aggregate of 50,000 shares of GWW Class A common stock, vesting annually over a three-year term. The stock-based compensation expense related to the options included in reported net loss for the years ended December 31, 2022 and 2021 was $0.2 million and $0.6 million, respectively, based on the estimated fair value of the options on the date of issuance. As of December 31, 2022, there was $0.3 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements with Messrs. Read and Long. That cost is expected to be recognized over a weighted average period of 1.5 years.