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Stockholders' Equity
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity

Note 11. Stockholders’ Equity

On October 2, 2019, we registered the issuance of 6,350,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), consisting of 5,300,000 shares of Common Stock reserved for issuance upon the exercise of options granted, or in respect of awards granted, under the Cerence 2019 Equity Incentive Plan (“Equity Incentive Plan”), and 1,050,000 shares of Common Stock that are reserved for issuance under the Cerence 2019 Employee Stock Purchase Plan. The Equity Incentive Plan provides for the grant of incentive stock options, stock awards, stock units, stock appreciation rights, and certain other stock-based awards. The shares available for issuance will automatically increase on January 1st of each year, by the lesser of (A) 3% of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st; and (B) the number of shares of Common Stock determined by our board of directors on or prior to such date for such year.

On March 4, 2024, we registered the issuance of 600,000 shares of Common Stock, reserved for issuance under the Cerence Inc. 2024 Inducement Plan (the "Inducement Plan"). On October 6, 2024, we adopted Amendment No. 1 to the Inducement Plan, which increased the number of authorized shares of our Common Stock available for issuance under the 2024 Inducement Plan from 600,000 to 3,000,000. On November 29, 2024, we adopted Amendment No. 2 to the Inducement Plan, which increased the number of authorized shares of our Common Stock available for issuance under the Inducement Plan from 3,000,000 to 4,500,000.

 

Restricted Units

 

Information with respect to our non-vested restricted stock units for the three months ended December 31, 2024 was as follows:

 

 

Non-Vested Restricted Stock Units

 

 

Time-Based
Shares

 

Performance-
Based Shares

 

Total Shares

 

Weighted-
Average
Grant-Date
Fair Value

 

Weighted-
Average
Remaining
Contractual
Term (years)

 

Aggregate
Intrinsic
Value
(in thousands)

 

Non-vested at September 30, 2024

 

2,587,386

 

 

1,119,437

 

 

3,706,823

 

$

23.51

 

 

 

 

 

Granted

 

2,011,534

 

 

1,867,288

 

 

3,878,822

 

$

4.95

 

 

 

 

 

Vested

 

(923,091

)

 

(143,369

)

 

(1,066,460

)

$

30.80

 

 

 

 

 

Forfeited

 

(91,259

)

 

(420,577

)

 

(511,836

)

$

24.48

 

 

 

 

 

Non-vested at December 31, 2024

 

3,584,570

 

 

2,422,779

 

 

6,007,349

 

$

14.18

 

 

 

 

 

Expected to vest

 

 

 

 

 

6,007,349

 

$

14.18

 

 

1.42

 

$

47,098

 

 

Stock-based Compensation

 

Stock-based compensation was included in the following captions in our Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023 (in thousands):

 

 

 

Three Months Ended December 31,

 

 

 

2024

 

 

2023

 

Cost of connected services

 

$

53

 

 

$

81

 

Cost of professional services

 

 

437

 

 

 

560

 

Research and development

 

 

1,829

 

 

 

3,831

 

Sales and marketing

 

 

509

 

 

 

718

 

General and administrative

 

 

1,980

 

 

 

3,190

 

Restructuring and other costs, net

 

 

2,963

 

 

 

 

 

$

7,771

 

 

$

8,380

 

During the three months ended December 31, 2024, we recorded $2.6 million in stock-based compensation due to the termination of employment of our former CEO and the resulting vesting of certain stock-based awards in Restructuring and other costs, net. During the three months ended December 31, 2024, we recorded $0.4 million in stock-based compensation due to the termination of employment of our former senior management employee and the resulting vesting of certain stock-based awards in Restructuring and other costs, net.