Annual report pursuant to Section 13 and 15(d)

RESTRICTED STOCK UNITS

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RESTRICTED STOCK UNITS
12 Months Ended
Dec. 31, 2021
Restricted Stock Units  
RESTRICTED STOCK UNITS

 

16. RESTRICTED STOCK UNITS

 

On December 20, 2019, our stockholders approved and adopted the Verb Technology Company, Inc. 2019 Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”).

 

A summary of restricted stock unit activity for the years ended December 31, 2021 and 2020 are presented below:

 

          Weighted-  
          Average  
          Grant Date  
    Shares     Fair Value  
             
Non-vested at January 1, 2020     1,486,354     $ 1.36  
Granted     2,871,471       1.18  
Vested/ deemed vested     (1,773,440 )     1.31  
Shares returned for payroll taxes    

(336,533

)     1.31  
Forfeited     (61,906 )     1.47  
Non-vested at December 31, 2020     2,185,946     $ 1.17  
Granted     813,265       1.69  
Vested/deemed vested     (1,177,378 )     1.15  
Forfeited     -       -  
Non-vested at December 31, 2021     1,821,833     $ 1.41  

 

A summary of activity for the year ended December 31, 2021:

 

On January 4, 2021, the Company granted 813,265 restricted stock units to officers and directors. The restricted stock units vest starting on grant date through January 4, 2024. These restricted stock units were valued based on market value of the Company’s stock price at the date of grant and had aggregate fair value of $1,374,000.

 

The total fair value of restricted stock units vested or deemed vested during the year ended December 31, 2021 was $1,626,000, and is included in general and administrative expenses in the accompanying Consolidated Statements of Operations. As of December 31, 2021 the amount of unvested compensation related to issuances of restricted stock units was $1,691,000 which will be amortized over the remaining vesting periods ranging from 1 to 4 years. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income (loss) per share, these shares are included in weighted average common shares outstanding as of their grant date.

 

A summary of activity for the year ended December 31, 2020:

 

On April 10, 2020, the board of directors of the Company, approved management’s COVID-19 Full Employment and Cash Preservation Plan (the “Cash Preservation Plan”), pursuant to which all directors and senior level management would reduce their cash compensation by 25%, and all other employees and consultants would reduce their cash compensation by 20% (the “Cash Reduction Amount”) for a period of three months. The Cash Reduction Amount is to be paid to the affected individuals in shares of the Company’s common stock issued through the Company’s 2019 Omnibus Incentive Plan. The shares were granted pursuant to agreements entered into effective April 10, 2020, with each of the Company’s directors, executive officers, employees, and consultants. The shares vested on July 18, 2020, as long as the recipient remained in continuous service to the Company from the grant date through the vesting date. On April 10, 2020, a total of 589,098 shares of restricted stock with a fair value of $866,000 was granted pursuant to the Cash Preservation Plan. The shares were valued based on the market value of the Company’s common stock price on the date of grant.

 

 

During the year ended December 31, 2020, the Company granted an additional 2,282,373 shares of its restricted stock to employees and members of Board of Directors. The restricted stock units vest in various dates, starting on grant date up to July 2024. These restricted stock units were valued based on market value of the Company’s stock price at the respective date of grants and had aggregate fair value of $2,525,000, which is being amortized as stock compensation expense over its vesting term.

 

The total fair value of restricted stock units that vested or deemed vested for the year ended December 31, 2020 was $3,355,000 and is included in general and administrative expenses in the accompanying statements of operations.

 

During the year ended December 31, 2020, 336,533 shares granted to various employees that vested were returned to the Company in exchange for the Company paying the corresponding income and payroll taxes of these employees amounting to $485,000. Pursuant to current accounting guidelines, the Company accounted for the return of the 336,533 shares and the payment of $485,000 for income and payroll taxes paid on behalf the employees as a reduction in additional paid-in capital.