In August 2011, we established the 2011 Plan under which options, RSUs and PSUs for up to 13,775,000 shares of Common Stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee. As of March 31, 2024, 2,881,548 shares of common stock were available for future issuance under the 2011 Plan.

The RSUs generally have vesting periods between one and four years and are amortized on a straight-line basis over their requisite service period.


	RSUs	Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2023	745,840	$	10.61
Granted	31,075	16.54
Vested	(55,162)	10.47
Forfeited	(20,859)	20.95
Unvested at March 31, 2024	700,894	$	10.58

As of March 31, 2024, $3.3 million of unrecognized compensation costs related to unvested RSUs are expected to be recognized over a remaining weighted-average period of 0.54 years.

On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $0.95, a strike price of $6.00 and vesting over two years. The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period.

The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table:


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	2,187,500	$	6.00	2.25	14,963
Exercised	—	—		—	—
Outstanding at March 31, 2024	1,750,000	6.00		2.00	12,845
Exercisable at March 31, 2024	1,312,500	$	6.00	2.00	$	9,634

As of March 31, 2024, there was $1.7 million of total unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. That cost is expected to be recognized over a weighted-average period of 1.00 year. The total fair value of shares vested during the three months ended March 31, 2024 was $0.4 million.

We have previously granted PSUs that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement. Our existing PSUs are subject to continued service through the period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. Based on our financial and operational results for the year ended December 31, 2023, 422,363 shares became issuable upon vesting of PSUs following the Compensation Committee's certification in April 2024.


	PSUs	Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2023	506,324	$	6.34
Granted	—	—
Vested	—	—
Forfeited	(7,423)	5.91
Unvested at March 31, 2024	498,901	$	6.35

As of March 31, 2024, $0.3 million of unrecognized compensation costs related to unvested PSUs are expected to be recognized over a remaining weighted-average period of 0.08 years.

In November 2023, the Board approved an $80.0 million fully backstopped Rights Offering to our stockholders of record of our Common Stock, as of the close of business on November 20, 2023.

The Rights Offering was made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The Expiration Date for the subscription period for the Rights Offering ended on January 17, 2024.

The Rights Offering was fully backstopped by Pale Fire Capital SICAV a.s., the Backstop Party, an entity affiliated with (i) Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party had a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date of the Rights Offering and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering.

On January 22, 2024, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock, par value $0.0001 per share.

Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating $80.0 million in gross proceeds, less issuance costs incurred. As detailed below, the Rights Offering was oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges, well exceeded $80.0 million, the maximum aggregate offering size of the Rights Offering.