Annual report pursuant to Section 13 and 15(d)

STOCKHOLDERS??? EQUITY AND STOCK-BASED COMPENSATION

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STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION
Amended and Restated 2018 Stock Award and Incentive Plan

The Amended and Restated Stock Award and Incentive Plan (the "2018 Plan") provides for the award of options to purchase the Company's common stock ("stock options"), restricted stock units ("RSUs"), stock appreciation rights, restricted stock, deferred stock, dividend equivalents, performance shares or other stock-based performance awards, as well
as other stock- or cash-based awards. At December 31, 2023, there were 26,034,185 total shares of common stock available for future issuance under the 2018 Plan.

Stock Options

A summary of the Company's stock option activity during the year ended December 31, 2023 is below:
Shares Weighted average exercise price
Outstanding at January 1, 2023 36,504,673 $ 0.82 
Granted 1,100,000 $ 0.43 
Exercised (487,752) $ 0.23 
Forfeited (700,000) $ 1.49 
Expired (817,500) $ 1.85 
Outstanding at December 31, 2023 35,599,421 $ 0.78 

Stock options granted under the 2018 Plan generally expire five years from the date of grant. At December 31, 2023, the options outstanding had a weighted average remaining life of approximately three years.

The grant date fair values of stock options granted in the year ended December 31, 2023 were estimated using the Black-Scholes valuation model with the following assumptions:

Estimated life (in years)
3.00 to 3.26
Weighted average volatility 99.22  %
Weighted average risk-free interest rate 3.59  %
Dividend yield — 

Restricted Stock Units

The Company began to grant restricted stock units ("RSUs") under the 2018 Plan in the fourth quarter of 2022. Holders of unvested restricted stock units ("RSUs") do not have voting and dividend rights. The grant date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service periods. The fair value of RSUs is determined based on the market value of the Company's shares on the date of grant.

The activity related to the Company's RSUs for the year ended December 31, 2023 was as follows:
RSUs Weighted average grant date fair value
Unvested at January 1, 2023 1,599,999 $ 0.53 
Granted 4,962,538 $ 0.40 
Vested (599,999) $ 0.53 
Forfeited (137,000) $ 0.44 
Outstanding at December 31, 2023 5,825,538 $ 0.42 

Warrants

In connection with the CA Credit Agreement (see Note 12), the Company issued to the Lenders an aggregate of 19,148,936 warrants to purchase shares of the Company's common stock at $0.47 per share, exercisable for a five-year period following issuance.

In addition to the 450,000 shares of restricted common stock issued to purchase the outstanding minority interest in Mari Holdings MD LLC ("Mari MD") noted below, the Company also issued 400,000 warrants to purchase the Company's common stock at an exercise price of $0.40 per share (the "Mari MD Warrants"). The Mari MD Warrants expire on April 13, 2026.
At December 31, 2023, warrants to purchase up to 42,189,476 shares of common stock were outstanding, with a weighted average exercise price of $0.68.

Other Common Stock Issuances

In addition to the activity related to stock options and RSUs described above and the Conversions (see Note 14), the Company also issued during the year ended December 31, 2023:

6,580,390 shares of restricted common stock with a fair value of $3.0 million in connection with the Ermont Acquisition (see Note 3);
740,741 shares of restricted common stock with a fair value of approximately $300,000 to purchase property and equipment;
400,000 shares of restricted common stock to settle certain obligations to one of the Company's service providers with a fair value of approximately $160,000;
450,000 shares of restricted common stock to purchase a 0.33% minority interest in Mari Holdings MD LLC, one Company's majority-owned subsidiaries;
13,007 shares of restricted common stock with an aggregate fair value of approximately $5,000 issued under a royalty agreement; and
75,025 shares of restricted common stock in the aggregate granted to three employees, including the 70,000 shares discussed below under "Common Stock Issuance Obligations" below, with a total fair value of approximately $41,000.

Stock-Based Compensation

The Company recorded stock-based compensation expense of $1.0 million and $6.3 million for the years ended December 31, 2023 and 2022, respectively.

Common Stock Issuance Obligations

At December 31, 2022, the Company was obligated to issue 70,000 shares of common stock in the aggregate, with an aggregate grant date fair value of approximately $39,000, to two employees, which shares were issued in the first quarter of 2023. The Company had no such obligation at December 31, 2023.