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 three months ended March 31, 2024 or the year ended December 31, 2023.

The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan, 225,125 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) 225,125 shares (adjusted pursuant to the terms of the 2021 Plan). Effective January 1, 2024, 225,144 shares of common stock were available for issuance under the 2021 Plan and 45,937 remained available at March 31, 2024.

On February 28 and March 26, 2024, Leafly awarded a total of 187,024 RSUs, of which 176,168 will vest quarterly in 25% increments over one year and 10,856 RSUs will vest 50% after one year and 12.5% quarterly thereafter, to Leafly executives and other employees.

The fair value of each stock option award were estimated on the date of grant using the Black-Scholes option pricing model. No options were granted under the 2021 Plan during the three months ended March 31, 2024 or the year ended December 31, 2023.

Stock option activity under the 2021 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, 2024		4,976	$	39.60	$	—	8.64
Exercised		—		0.00
Forfeited or expired		—		0.00
Outstanding at March 31, 2024		4,976	$	39.60	$	—		8.39

Vested and exercisable		2,593	$	39.60	$	—		8.39

As of March 31, 2024, there was $53 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 remaining period of 1.86 years.

RSU and PSU activity under the 2021 Plan for the periods presented was as follows:


	Number of Shares			Weighted Average Grant Date Fair Value		Total Fair Value
Unvested at January 1, 2024		209,946		$	8.74
Granted		187,024			3.21	$	600
Vested		(63,019	)		7.60	$	291
Forfeited		(7,814	)		8.63
Unvested at March 31, 2024		326,137		$	5.77

As of March 31, 2024, there was $1,640 total unrecognized compensation cost related to unvested RSUs and $6 total unrecognized compensation cost related to PSUs granted under the 2021 Plan, a majority of which relates to performance-based awards. The total cost is expected to be recognized over a weighted-average remaining period of 1.29 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 was estimated on the date of grant using the Black-Scholes option pricing model. No grants were made under the 2018 Plan during the three months ended March 31, 2024 or the year ended December 31, 2023.

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


	Number of Shares1			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2024		116,451		$	34.24	3		4.65
Forfeited or expired		(201	)		135.21
Outstanding at March 31, 2024		116,250		$	34.06	$	—		4.35

Vested and exercisable		69,498		$	27.89	$	—		5.54

Includes 63,447 and 52,803 awards as of March 31, 2024 and 63,648 and 52,803 awards as of December 31, 2023, respectively, 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, the fourth anniversary of the closing of the Business Combination.

As of March 31, 2024, there was: (i) $230 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 1.32 years; and (ii) $88 of unrecognized compensation cost related to market-based 2018 Plan option awards, which is expected to be recognized over a weighted-average remaining service period of approximately 0.10 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 March 31,
	2024		2023

Sales and marketing	$	43	$	76
Product development		94	$	109
General and administrative		461	$	473
	$	598	$	658

The ESPP became effective immediately upon closing of the Business Combination. Pursuant to the ESPP, 56,281 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) 56,281 shares (as adjusted pursuant to the terms of the ESPP). Effective January 1, 2024, 59,304 shares of common stock were available for issuance under the ESPP and 50,861 remained available at March 31, 2024.

The Company's current offering period runs from March 16, 2024 through September 15, 2024. Stock-based compensation expense includes $10 related to the ESPP for the three months ended March 31, 2024 and $49 for the three months ended March 31, 2023.

The Earn-Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn-Out Plan, approximately 28,546 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 March 31, 2024.

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 March 31,
	2024		2023

401(k) matching contributions	$	141	$	233