Quarterly report pursuant to Section 13 or 15(d)

Stock Options

Stock Options
9 Months Ended
Sep. 30, 2021
Share-based Payment Arrangement [Abstract]  



2014 Stock Option Plan


Prior to the Business Combination, MoneyLion’s Amended and Restated 2014 Stock Option Plan (the “2014 Plan”) allowed the Company to provide benefits in the form of stock options. The Company had designated a total of 2,492,060 shares of common stock to the 2014 Plan. Upon the Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under such plan.


2021 Stock Option Plan


At the Special Meeting, Fusion stockholders approved the Omnibus Incentive Plan (the “2021 Plan”). As of Closing, each Legacy MoneyLion Option that was outstanding and unexercised as of immediately prior to the Effective Time automatically converted into the right to receive an option to acquire a number of shares of MoneyLion Class A Common equal to the number of shares of Legacy MoneyLion Common Stock subject to such MoneyLion Option as of immediately prior to the effective time, multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of such Legacy MoneyLion Option in effect immediately prior to the effective time, divided by the Exchange Ratio (rounded up to the nearest whole cent). The intent behind the terms in the Merger Agreement related to the exchange of the Legacy MoneyLion stock options is to provide the holders with awards of equal value to the original awards. Accordingly, the impact of the conversion is such that the number of shares issuable under the modified awards and the related exercise prices are adjusted using the Exchange Ratio with all other terms remaining unchanged. The conversion ratio adjustment is without substance (akin to a stock split), and therefore, the effect of the change in the number of shares and the exercise price and share value are equal and offsetting to one another. As a result, the fair value of the modified awards was equal to the fair value of the awards immediately before the modification and, therefore, there was no incremental compensation expense that should be recognized. There were no changes to the vesting period within the plan.


The 2021 Plan permits the Company to deliver up to 56,697,934 shares of MoneyLion Common Stock pursuant to awards issued under the 2021 Plan, including 17,712,158 shares of MoneyLion Common Stock and up to 38,985,776 shares of MoneyLion Common Stock subject to outstanding prior awards. The number of shares of MoneyLion Common Stock reserved for issuance under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning on January 1, 2022, by the lesser of (i) 2% of the total number of outstanding shares of MoneyLion Common Stock on December 31st of the immediately preceding calendar year and (ii) such smaller number of shares of MoneyLion Common Stock as determined by the MoneyLion Board.


The weighted average grant date fair value of options granted under the 2021 Plan during the nine months ended September 30, 2021 and 2020 was $1.50 and $0.34, respectively. These prices were determined using the Black-Scholes Merton option pricing model, which analyzes volatility, lack of marketability, and comparable companies, among other factors in determining the fair value of each share granted. Assumptions used for the options granted during the nine months ended September 30, 2021 and 2020 are as follows:


    Nine Months Ended
September 30,
    2021     2020  
Expected Volatility     65 %     65 %
Expected Dividend     -       -  
Expected Term in Years     6.08       6.08  
Expected Forfeitures     - %     - %
Risk Free Interest Rate     0.59%-0.67 %     0.34%-1.47 %


Stock-based compensation of $2,425 and $1,082 was recognized during the nine months ended September 30, 2021 and 2020, respectively.


The following table represents activity within the 2021 Plan since December 31, 2020:


    Number     Weighted
Average Exercise






    of Shares     Price Per Share     Term     Value  
Options outstanding at December 31, 2020     35,453,516     $ 0.38       8.1 Years     $ 226,548  
Options granted     6,524,723       2.57                  
Options exercised     (2,062,803 )     0.34             $ (13,268 )
Options forfeited     (539,915 )     0.93                  
Options expired     (1,752,896 )     0.20                  
Options outstanding at September 30, 2021     37,622,625     $ 0.80       7.9 Years     $ 224,759  
Exercisable at September 30, 2021     17,764,012       0.36       7.0 Years     $ 113,938  
Unvested at September 30, 2021     19,858,613     $ 1.19