NOTE 9 — STOCKHOLDERS’ EQUITY

Authorized Capital

The authorized capital of Kubient consists of 95,000,000 shares of common stock, par value $0.00001 per share, and 5,000,000 shares of preferred stock, par value $0.00001 per share. The holders of the Company’s common stock are entitled to one vote per share.

Equity Incentive Plans

The 2017 Equity Incentive Plan (the “2017 Plan”) was originally adopted by the Company’s board of directors and approved by its stockholders on September 12, 2017 and was subsequently amended and restated on June 5, 2019. The purposes of the 2017 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our service providers and to promote the success of the Company’s business. The Company has reserved 333,334 shares of common stock to issue awards under the 2017 Plan. As of December 31, 2022, 77,992 shares of common stock remained available for future issuance under the 2017 Plan.

The 2021 Equity Incentive Plan was originally adopted by the Company’s board of directors and approved by its stockholders on June 30, 2021 (the “2021 Plan”). The purposes of the 2021 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our service providers and to promote the success of the Company’s business. The Company has reserved 1,500,000 shares of common stock to issue awards under the 2021 Plan. As of December 31, 2022, 466,020 shares of common stock remained available for future issuance under the 2021 Plan.

​

Stock-Based Compensation

For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense related to stock options and common stock as follows:

​

​

As of December 31, 2022, there was approximately $1,279,096 of unrecognized stock-based compensation expense related to awards that were determined to be probable to vest, which will be recognized over approximately 3.0 years.

Stock-Based Awards

A summary of the Company’s stock-based award activity, which includes restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”), during the year ended December 31, 2022 is as follows:

​

​

During the year ended December 31, 2021, the Company issued an aggregate of 20,040 shares of common stock under the 2017 Plan to the four members of the Company’s Board of Directors. The shares had a grant date fair value of $60,120, which was recognized ratably from the grant date of November 5, 2020 through January 15, 2021, the date the shares were issued.

During the year ended December 31, 2021, the Company issued an aggregate of 50,000 shares of immediately vested common stock (10,000 shares were issued under the Company’s 2017 Plan) to an employee and a consultant for services provided. The common stock had an aggregate issuance date fair value of $500,400 which was recognized immediately.

During the year ended December 31, 2021, the Company issued an aggregate of 167,600 restricted shares of its common stock under the 2017 Plan to six employees. The restricted stock had an aggregate issuance date fair value of $963,701, of which, awards with an aggregate fair value of $957,313 vest over a period of one year and an award with an aggregate fair value of $6,388 vests immediately. The fair value of the awards is being recognized over the vesting term.

During the year ended December 31, 2021, the Company issued 1,062 shares of immediately vested common stock to a former member of the Company’s Board of Directors that had an issuance date fair value of $3,282 that was recognized immediately.

During the year ended December 31, 2022, the Company’s chief financial officer surrendered to the Company 3,397 shares of common stock, which were subsequently cancelled by the Company, in order to satisfy a tax withholding obligation of approximately $18,000 in connection with a previous grant.

During the year ended December 31, 2022, the Company granted 53,192 shares of immediately vested RSAs to non-employee directors under the Kubient, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) with an aggregate grant date fair value of $100,000 that was recognized immediately.

During the year ended December 31, 2022, the Company granted 100,000 RSAs, 489,990 RSUs and a target number of 234,376 PSUs, all issued under the 2021 Plan. The RSAs and RSUs generally vest over four years and the PSUs are earned based upon actual net revenue generated by the Company during 2022 as compared to the targeted revenue specified in each award. Depending on actual net revenues generated as compared to the targeted amounts, the grantees may earn between 0% and 150% of their target award. The awards had an aggregate issuance date fair value of approximately $1,900,000. During the year ended December 31, 2022, the Company issued 8,328 shares of common stock related to the aforementioned RSUs.

During the year ended December 31, 2022, the Company cancelled 8,323 shares of common stock related to the forfeiture of RSAs from a terminated employee.

During the year ended December 31, 2022, the Company granted 22,917 shares of immediately vested RSAs to a former employee under the 2021 Plan with an aggregate grant date fair value of approximately $28,000 that was recognized immediately.

​

During the year ended December 31, 2022, the Company granted 25,000 shares of RSAs to an employee under the 2021 Plan with an aggregate grant date fair value of approximately $29,000 which is being recognized over the 4-year vesting term of the award.

​

During the year ended December 31, 2022, the Company amended the terms of RSAs granted to the Company’s chief executive officer and chief financial officer in the aggregate amount of 134,386 shares such that their vest date was changed from June 29, 2022 to June 29, 2023.

​

Stock Options

​

A summary of the Company’s stock option activity during the year ended December 31, 2022 is as follows:

​

​

The following table presents information related to stock options as of December 31, 2022:

​

​

Stock Warrants

A summary of the warrant activity during the year ended December 31, 2022 is presented below:

​

​

The following table presents information related to stock warrants as of December 31, 2022:

​

​