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Stock-Based Compensation
 3 Months Ended
Mar. 31, 2024
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
(14)Stock-Based Compensation

 

In July 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Equity Plan (the “2023 Plan”). The 2023 Plan became effective immediately upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 shares of Complete Solaria common stock may be issued under the 2023 Plan. In addition, the number of shares of Complete Solaria common stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria’s common stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria’s board of directors prior to the date of the increase. The maximum number of shares of Complete Solaria common stock that may be issued on the exercise of incentive stock options (“ISOs”) under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective (or 26,289,966 shares).

 

Historically, awards were granted under the Amended and Restated Complete Solaria Omnibus Incentive Plan (“2022 Plan”), the Complete Solar 2011 Stock Plan (“2011 Plan”), the Solaria Corporation 2016 Stock Plan (“2016 Plan”) and the Solaria Corporation 2006 Stock Plan (“2006 Plan”) (together with the Complete Solaria, Inc. 2023 Incentive Equity Plan (“2023 Plan”), “the Plans”). The 2022 Plan is the successor of the Complete Solar 2021 Stock Plan, which was amended and assumed in connection with the acquisition of Solaria. The 2011 Plan is the Complete Solar 2011 Stock Plan that was assumed by Complete Solaria in the Required Transaction. The 2016 Plan and the 2006 Plan are the Solaria stock plans that were assumed by Complete Solaria in the Required Transaction.

 

Under the Plans, the Company has granted service and performance-based stock options and restricted stock units (“RSUs”).

 

A summary of stock option activity for the thirteen-week period ended March 31, 2024 under the Plans is as follows:

 

    Options Outstanding  
    Number of
Shares		     Weighted Average
Exercise Price per Share		     Weighted Average
Contractual Term (Years)		     Aggregate
Intrinsic Value
(in thousands)		  
Outstanding—December 31, 2023     11,716,646     $ 3.48       8.53     $ 2,756  
Options granted    
––
      
––
                  
Options exercised     (31,176 )     0.83                  
Options canceled     (307,198 )     2.86                  
Outstanding—March 31, 2024     11,378,272     $ 3.50       8.25     $ 215  
Vested and expected to vest—March 31, 2024     11,378,272     $ 3.50       8.25     $ 215  
Vested and exercisable—March 31, 2024     4,536,233     $ 4.38       4.78     $ 139  

 

A summary of RSU activity for the thirteen-week period ended March 31, 2024 under the Plan is as follows:

 

   Number of RSUs   Weighted
Average
Grant Date
Fair Value		 
Unvested at December 31, 2023   58,097   $2.07 
Granted   
––
   $
––
 
Vested and released   
––
   $
––
 
Cancelled or forfeited   
––
   $
––
 
Unvested at March 31, 2024   58,097   $2.07 

 

Stock-based compensation expense

 

The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands):

 

   Thirteen-
Weeks
Ended		   Thirteen-
Weeks
Ended		 
   March 31,
2024		   April 2,
2023		 
Cost of revenues  $27   $11 
Sales and marketing   216    94 
General and administrative   1,098    165 

Total stock-based compensation expense from continuing operations

  $1,341   $270 

 

As of March 31, 2024, there was a total of $18.8 million and zero unrecognized stock-based compensation costs related to service-based options and RSUs, respectively. Such compensation cost is expected to be recognized over a weighted-average period of approximately 2.16 years for service-based options.