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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Compensation Compensation costs that have been included in our condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
Stock-based compensation | 2023 |  | 2022 |  | 2023 |  | 2022
Cost of revenues | $ | 80 |  |  | $ | 59 |  |  | $ | 444 |  |  | $ | 154 |
Sales and marketing | 24 |  |  | 35 |  |  | 156 |  |  | 80 |
General and administrative | 699 |  |  | 760 |  |  | 2,818 |  |  | 1,827 |
Research and development | 35 |  |  | 45 |  |  | 244 |  |  | 108 |
Total stock-based compensation | $ | 838 |  |  | $ | 899 |  |  | $ | 3,662 |  |  | $ | 2,169 |
As of September 30, 2023, there was approximately $295, $958, $2,830, $124 and $0 of total unrecognized compensation cost related to the 2023 Inducement Plan, the 2022 Inducement Plan, the 2018 Equity Incentive Plan (the "2018 Plan"), the 2018 Employee Stock Purchase Plan (the "2018 ESPP") and the 2009 Equity Incentive Plan (the "2009 Plan"), respectively. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 2.7 years, 2.2 years, 2.4 years, 1.7 years and 0.0 years for the 2023 Inducement Plan, 2022 Inducement Plan, 2018 Plan, the 2018 ESPP and 2009 Plan, respectively. Except as set forth below, there have been no material changes to the terms of the 2018 Plan, the 2018 ESPP and the 2009 Plan since the filing of our Annual Report on Form 10-K. Refer to Note 13, "Stock-Based Compensation," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023 for more information on our various equity incentive plans. 2023 Inducement Plan Our board of directors adopted the Phunware, Inc. 2023 Inducement Plan (the "2023 Inducement Plan") in June 2023. As permitted by Nasdaq Stock Market rules, our stockholders were not required to approve the 2023 Inducement Plan. The plan provides of up to 600,000 shares of our common stock under awards granted to newly hired employees. An "award" is any right to receive common stock of the Company consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards or restricted stock units. On June 30, 2023, we made an inducement grant to a newly hired officer of the Company of 600,000 restricted stock units under the 2023 Inducement Plan with a grant date fair value of $0.54 per share. One-third of the restricted stock units will vest on June 3, 2024 and the remainder will vest in equal installments over two annual periods beginning on June 2, 2025 and concluding on June 1, 2026, subject to the employee's continued service on such vesting date. Shares will be delivered electronically to the holder shortly after each vesting date. 2022 Inducement Plan Our board of directors adopted the Phunware, Inc. 2022 Inducement Plan (the "2022 Inducement Plan") in January 2023. As permitted by Nasdaq Stock Market rules, our stockholders were not required to approve the 2022 Inducement Plan. The plan provides of up to 1,470,588 shares of our common stock under awards granted to newly hired employees. An "award" is any right to receive common stock of the Company consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards or restricted stock units. In January 2023, we made an inducement grant to a newly hired officer of the Company of 1,470,588 restricted stock units under the 2022 Inducement Plan with a grant date fair value of $0.87 per share. One-third, or 490,196, of the restricted stock units was scheduled to vest on December 28, 2023 and the remainder in equal installments over eight quarterly periods beginning on March 31, 2024 with the final vesting date occurring on December 28, 2025. On October 25, 2023, we entered into a separation agreement with the executive, pursuant to which the vesting of this grant was modified such that 500,000 restricted stock units vested on October 25, 2023 and 500,000 restricted stock units will vest on November 30, 2023. The balance, 470,588 unvested restricted stock units, will terminate. 2018 Equity Incentive Plan Shares of common stock reserved for issuance under the 2018 Plan also include any shares of common stock subject to stock options, restricted stock units or similar awards granted under the 2009 Plan, that, on or after the adoption of the 2018 Plan, expire or otherwise terminate without having been exercised in full and shares of common stock issued pursuant to awards granted under the 2009 Plan that are forfeited to or repurchased by us. As of September 30, 2023, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is 755,510. Not including the maximum number of shares from the 2009 Plan that may be added to the 2018 Plan, the 2018 Plan had 3,870,016 and 4,382,662 shares of common stock reserved for future issuances as of September 30, 2023 and December 31, 2022, respectively. Restricted Stock Units A summary of our restricted stock unit activity under the 2018 Plan for the nine months ended September 30, 2023 is set forth below:
| Shares |  | Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2022 | 2,957,995 |  |  | $ | 1.75 |
Granted | 6,211,386 |  |  | 0.53 |
Released | (3,215,131) |  |  | 1.19 |
Forfeited | (578,574) |  |  | 1.43 |
Outstanding as of September 30, 2023 | 5,375,676 |  |  | $ | 0.62 |
During the first quarter of 2023, we granted 1,921,000 restricted stock unit awards to team members with an average grant date fair value of $0.92 per share. The vesting provisions were generally such that one-third of the awards vested immediately with the remaining vesting at various dates through November 2024. We also granted 372,704 restricted stock unit awards to members of our team in lieu of cash bonus earned during 2022 with a grant date fair value of $0.93. These awards vested immediately. During the second quarter of 2023, we granted 323,000 restricted stock unit awards to team members with an average grant date fair value of $0.60 per share. The vesting of these awards occurs at various dates through May 2027. During the third quarter of 2023, we granted 3,533,000 restricted stock unit awards to team members with an average grant date fair value of $0.28 per share. The vesting of these awards occurs at three equal installments on August 1, 2023, August 1, 2024 and August 1, 2025. We also granted 61,682 restricted stock units to a consultant. Those restricted stock units vested in full at August 31, 2023. Stock Options A summary of our stock option activity under the 2018 Plan and related information is as follows:
| Number of Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value
Outstanding as of December 31, 2022 | 87,500 |  |  | $ | 1.43 |  |  | 5.6 |  | $ | — |
Granted | 75,000 |  |  | 0.76 |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited | (37,500) |  |  | 1.08 |  |  |  |  |
Outstanding as of September 30, 2023 | 125,000 |  |  | $ | 1.14 |  |  | 5.4 |  | $ | — |
Exercisable as of September 30, 2023 | 106,250 |  |  | $ | 1.20 |  |  | 5.4 |  | $ | — |
2018 Employee Stock Purchase Plan We use a Black-Scholes option pricing model to determine the fair value of shares to be purchased under the 2018 ESPP. Stock-based compensation expense related to our 2018 ESPP for the nine months ended September 30, 2023 was not significant. There were 1,528,745 and 802,893 shares of common stock available for sale and reserved for issuance as of September 30, 2023 and December 31, 2022, respectively. 2009 Equity Incentive Plan A summary of our option activity under the 2009 Plan and related information is as follows:
| Number of Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value
Outstanding as of December 31, 2022 | 874,279 |  |  | $ | 0.80 |  |  | 4.2 |  | $ | 130 |
Granted | — |  |  | — |  |  |  |  |
Exercised | (94,748) |  |  | 0.61 |  |  |  |  |
Forfeited | (24,021) |  |  | 1.31 |  |  |  |  |
Outstanding as of September 30, 2023 | 755,510 |  |  | $ | 0.81 |  |  | 4.0 |  | $ | — |
Exercisable as of September 30, 2023 | 755,510 |  |  | $ | 0.81 |  |  | 4.0 |  | $ | — |
For the three months ended September 30, 2023, the aggregate intrinsic value of options exercised was $16 and the total fair value of options vested was not significant.

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