The Company currently has four equity plans: the New Leafly 2021 Equity Incentive Plan (the “2021 Plan”), the Legacy Leafly 2018 Equity Incentive Plan (the “2018 Plan”), the New Leafy Earn-Out Plan (the “Earn-Out Plan”), and the New Leafly 2021 Employee Stock Purchase Plan (the “ESPP”). Activity under the 2021 Plan and the ESPP are detailed below. There were no options or other equity awards granted under the 2018 Plan or the Earn-Out Plan during the nine months ended September 30, 2023.

The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan, 225 shares of common stock were initially reserved for issuance. During the term of the 2021 Plan, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023, and ending on (and including) January 1, 2031, by the lesser of (i) 10% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 225 shares (adjusted pursuant to the terms of the 2021 Plan). Effective January 1, 2023, 221 shares of common stock were available for issuance under the 2021 Plan and 49 remained available at September 30, 2023.

In August 2022 and October 2022, the Company granted stock options to purchase an aggregate of approximately 5 shares of common stock at a weighted-average exercise price of $39.60 per share and granted an aggregate of 128 restricted stock units (“RSUs”) and performance stock units (”PSUs”). Of the PSUs granted, 34 were market-based awards made to executives with a grant date fair value of $0.80 per share with vesting based on achievement of a $1.0 billion market cap by February 4, 2026, and 7 were performance awards made to executives with a grant date fair value of $16.20 per share with vesting based in part on achievement of a fiscal year 2022 adjusted EBITDA target, as defined in the award agreements, which was achieved. Prior to such grants, no grants had been made under the 2021 Plan. On March 13, 2023, the Company approved the vesting of 7 PSUs awarded in 2022, which vested based on the achievement of the Company’s 2022 adjusted EBITDA target, on March 13, 2023.

The Company granted 32 annual incentive plan RSUs on March 14, 2023, which vested over four months.

On July 25, 2023, the Company granted: 126 service-based RSUs to employees, which are scheduled to vest over a two-year period from the initial vest date; 33 RSUs to non-employee Board members, which vested in full on August 20, 2023; and 24 PSUs to senior management, with vesting contingent upon the Company meeting certain fiscal year 2023 financial performance metrics, as specified in the award agreements.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. No options were granted under the 2021 Plan during the nine months ended September 30, 2023.

Stock option activity under the 2021 Plan for the nine months ended September 30, 2023 was as follows:


	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2023		5	$	39.52	$	—	9.61
Forfeited or expired		—		32.08
Outstanding at March 31, 2023		5	$	39.55	$	—		9.38
Forfeited or expired		—		38.31
Outstanding at June 30, 2023		5	$	39.56	$	—		9.14
Forfeited or expired		—		16.26
Outstanding at September 30, 2023		5	$	39.58	$	—		8.88

Vested and exercisable		2	$	39.56	$	—		8.87

As of September 30, 2023, there was $68 of total unrecognized compensation cost related to stock options granted under the 2021 Plan. That cost is expected to be recognized over a weighted-average period of 2.61 years.

RSU and PSU activity under the 2021 Plan for the nine months ended September 30, 2023 was as follows:


	Number of Shares			Weighted Average Grant Date Fair Value		Total Fair Value
Unvested at January 1, 2023		103		$	25.92
Granted		32			9.65	$	305
Vested		(18	)		18.79	$	188
Forfeited		(24	)		20.07
Unvested at March 31, 2023		93			17.81
Vested		(26	)		11.88	$	199
Forfeited		(17	)		18.61
Unvested at June 30, 2023		50			20.69
Granted		181			6.20	$	1,128
Vested		(48	)		7.52	$	323
Forfeited		(1	)		9.18
Unvested at September 30, 2023		182		$	9.77

As of September 30, 2023, there was $1,432 total unrecognized compensation cost related to unvested RSUs and $72 total unrecognized compensation cost related to performance and market-based PSUs granted under the 2021 Plan. The total cost is expected to be recognized over a weighted-average period of 1.94 years.

The 2018 Plan became effective on April 17, 2018. The 2018 Plan terminated upon closing of the Business Combination in 2022, but then-outstanding options under the 2018 Plan remain outstanding pursuant to their terms, with adjustments to the number of shares and exercise prices to reflect the terms of the Business Combination.

The fair value of each stock option award to employees is estimated on the date of grant using the Black-Scholes option pricing model. There were no grants made in 2023 or 2022 under the 2018 Plan.

Stock option activity under the 2018 Plan for the periods presented was as follows:


	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2023		172		$	32.06
Exercised		—			8.00
Forfeited or expired		(22	)		27.97
Outstanding at March 31, 2023		150			32.68
Forfeited or expired		(26	)		25.50
Outstanding at June 30, 2023		124			34.17
Forfeited or expired		(7	)		31.57
Outstanding at September 30, 2023 1		117		$	34.29	$	8		4.90

Vested and exercisable		53		$	26.91	$	8		5.98

Includes 64 and 53 awards accounted for as service-based and market-based options, respectively, that are vested, that the Company currently deems probable of vesting, or in the case of market-based options, that the Company is expensing so long as the respective service conditions are met. The market-based options will vest only if the price of the Company's common stock reaches a $1 billion market capitalization target for any 20 days during a 30-day period on or before February 4, 2026.

As of September 30, 2023, there was: (i) $363 of unrecognized compensation cost related to service-based 2018 Plan option awards, which is expected to be recognized over a remaining weighted-average service period of approximately 1.63 years; and (ii) $585 of unrecognized compensation cost related to market-based 2018 Plan option awards, which is expected to be recognized over a remaining weighted-average service period of approximately 0.57 years.

The following table presents the classification of stock-based compensation expense under the 2021 Plan, the 2018 Plan and the ESPP:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Sales and marketing	$	94	$	77	$	230	$	137
Product development		141		86		347		123
General and administrative		762		608		1,658		2,899
	$	997	$	771	$	2,235	$	3,159

Concurrent with the closing of the Business Combination, the vesting provisions of certain stock options previously granted in 2021 under the 2018 Plan to our Chief Executive Officer to purchase 146 shares of common stock were modified, and a corresponding charge of $1,366 was recorded during the three months ended March 31, 2022 to general and administrative expenses and additional paid-in capital.

The ESPP became effective immediately upon closing of the Business Combination. Pursuant to the ESPP, 56 shares of common stock were initially reserved for issuance. During the term of the ESPP, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023 and ending on (and including) January 1, 2031, by the lesser of (i) 2.5% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 56 shares (as adjusted pursuant to the terms of the ESPP). Effective January 1, 2023, 55 shares of common stock were available for issuance under the ESPP and 35 remained available at September 30, 2023. On March 15, 2023, eligible employees purchased 14 shares for a total purchase price of $120. On September 15, 2023, eligible employees purchased 6 shares for a total purchase price of $49. The Company's current offering period runs from September 16, 2023 through March 15, 2024. Stock-based compensation expense includes $11 and $78 related to the ESPP for the three and nine months ended September 30, 2023 and $12 for both the three and nine months ended September 30, 2022.

The Earn-Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn-Out Plan, approximately 29 shares of common stock have been reserved for issuance to employees and certain other eligible parties in the form of RSUs. These RSUs will vest if the Company achieves certain thresholds prior to the third anniversary of the closing of the Business Combination. No RSUs have been awarded under the Earn-Out Plan as of September 30, 2023.

The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement (401k) plan as follows for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

401(k) matching contributions	$	134	$	225	$	520	$	684