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STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

 

The Company has authorized the issuance of up to 100,000,000 shares of common stock, $0.01 par value, and 5,000,000 shares of preferred stock, $0.0001 par value, of which 5,000 shares are designated as Series B Convertible Preferred Stock, 1,610,000 are designated as Series A Preferred Stock and 3,385,000 shares of preferred stock remain undesignated.

 

The Company entered into the ATM Sales Agreement whereby the Company may offer and sell, from time to time, shares of common stock. On June 7, 2024, the Company filed the 2024 Shelf. Under the 2024 Shelf at the time of effectiveness, the Company had the ability to raise up to $150.0 million by selling common stock, preferred stock, debt securities, warrants, and units including $53.3 million of its common stock under the ATM Sales Agreement. As of September 30, 2024, the Company had $53.3 million available under the ATM Sales Agreement, which is part of the $150.0 million available under the 2024 Shelf.

 

Options and Warrants

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 512,777 shares of common stock related to the cashless exercise of options.

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 1,630,458 shares of common stock related to the cashless exercise of warrants.

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 76,250 shares of common stock related to the exercise of options for total proceeds of approximately $107 thousand.

 

Common Stock

 

Common Stock Transactions During the Nine Months Ended September 30, 2024

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 1,235,625 shares of common stock for service, including vested restricted stock.

 

On February 4, 2023, the Company entered into the Cleared First Amendment between the Company and the sellers of Cleared. The Cleared Stock Purchase Agreement was amended to, among other things change the timing of the payment of the purchase price to $460 thousand paid at closing (which has already been paid by the Company), with the remaining amount to be paid in five quarterly installments beginning on or before February 6, 2023 and ending January 15, 2024. The Company issued the following shares of common stock to the sellers of Cleared under the Cleared First Amendment: (1) 337,895 shares on February 6, 2023, (2) 455,319 shares on April 17, 2023, (3) 158,129 shares on July 17, 2023, (4) 117,583 shares on October 17, 2023 and (5) 95,821 shares on January 16, 2024. The fair value of the stock issuances under the Cleared First Amendment was $3.2 million.

 

 

Noncontrolling Interest

 

Net loss attributed to the non-controlling interest amounted to $346 thousand for the three months ended September 30, 2024 compared to net income of $839 thousand for the three months ended September 30, 2023. During both the three months ended September 30, 2024 and 2023, the Company paid distributions to non-controlling shareholders of $36 thousand. Net loss attributed to the non-controlling interest amounted to $188 thousand for the nine months ended September 30, 2024 compared to net income of $2.2 million for the nine months ended September 30, 2023. During both the nine months ended September 30, 2024 and 2023, the Company paid distributions to non-controlling shareholders of $108 thousand.

 

WorkSimpli Software Capitalization Update

 

On September 30, 2022, Sean Fitzpatrick and Varun Pathak exercised their options to purchase 10,300 and 2,100 membership interest units, respectively, of WorkSimpli for an exercise price of $1.00 per membership interest unit under the Option Agreements. Following the exercise of the Option Agreements, Conversion Labs PR decreased its ownership interest in WorkSimpli from 85.6% to 73.6%. Effective March 31, 2023, the Company redeemed 500 membership interest units in WorkSimpli. Following the retirement, Conversion Labs PR’s ownership interest in WorkSimpli increased to 74.1%. On June 30, 2023, WorkSimpli’s Chief Operating Officer, exercised her option agreement (the “WorkSimpli COO Option Agreement”) to purchase 889 membership interest units of WorkSimpli for an exercise price of $1.00 per membership interest unit. Following the exercise of the WorkSimpli COO Option Agreement, Conversion Labs PR decreased its ownership interest in WorkSimpli from 74.1% to 73.3%.

 

On March 31, 2024, WorkSimpli declared a cash dividend in the amount of $11.20 per membership interest unit to all unit holders of record as of March 31, 2024 and was paid on April 10, 2024. The total dividends declared to noncontrolling interest holders was $267 thousand for the three months ended March 31, 2024, and is included in the Company’s results of operations for the three months ended March 31, 2024. On July 1, 2024, WorkSimpli declared a cash dividend in the amount of $9.05 per membership interest unit to all unit holders of record as of June 30, 2024 and was paid on July 1, 2024. The total dividends declared to noncontrolling interest holders was $0 and $495 thousand for the three and nine months ended September 30, 2024, respectively, and is included in general and administrative expenses for the three and nine months ended September 30, 2024. On June 30, 2023, WorkSimpli declared a cash dividend in the amount of $22.40 per membership interest unit to all unit holders of record as of June 30, 2023 and was paid on July 3, 2023. On July 31, 2023, WorkSimpli declared a cash dividend in the amount of $11.20 per membership interest unit to all unit holders of record as of July 28, 2023 and was paid on August 1, 2023. On August 31, 2023, WorkSimpli declared a cash dividend in the amount of $16.80 per membership interest unit to all unit holders of record as of August 30, 2023 and was paid on September 1, 2023. On September 30, 2023, WorkSimpli declared a cash dividend in the amount of $14.00 per membership interest unit to all unit holders of record as of September 30, 2023 and was paid on October 5, 2023. The total dividends declared to noncontrolling interest holders was $1.0 million and $1.5 million for the three and nine months ended September 30, 2023, respectively, and is included in general and administrative expenses for the three and nine months ended September 30, 2023.

 

Dividends

 

The Company pays cumulative dividends on its Series A Preferred Stock, in the amount of $2.21875 per share each year, which is equivalent to 8.875% of the $25.00 liquidation preference per share. Dividends on the Series A Preferred Stock are payable quarterly in arrears, on or about the 15th day of January, April, July, and October of each year. Dividends declared and paid on the Series A Preferred Stock during the nine months ended September 30, 2024 are as follows: (1) quarterly dividend declared on March 26, 2024 to holders of record as of April 5, 2024, which was paid on April 15, 2024, (2) quarterly dividend declared on June 25, 2024 to holders of record as of July 5, 2024 which was paid on July 15, 2024, and (3) quarterly dividend declared on September 24, 2024 to holders of record as of October 4, 2024 which was paid on October 15, 2024. Dividends declared and paid on the Series A Preferred Stock during the nine months ended September 30, 2023 are as follows: (1) quarterly dividend declared on March 28, 2023 to holders of record as of April 7, 2023 and was paid on April 17, 2023, (2) quarterly dividend declared on June 27, 2023 to holders of record as of July 7, 2023 and was paid on July 17, 2023 and (3) quarterly dividend declared on September 26, 2023 to holders of record as of October 6, 2023 and was paid on October 16, 2023. The dividends are included in the Company’s results of operations for the three and nine months ended September 30, 2024 and 2023.

 

Stock Options

 

On January 8, 2021, the Company approved the Company’s 2020 Equity and Incentive Plan (the “2020 Plan”). Approval of the 2020 Plan was included as Proposal 1 in the Company’s definitive proxy statement for its Special Meeting of Stockholders filed with the Securities and Exchange Commission on December 7, 2020. The 2020 Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) and initially provided for the issuance of up to 1,500,000 shares of Common Stock. The number of shares of Common Stock available for issuance under the 2020 Plan automatically increases by 150,000 shares of Common Stock on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2030. Awards under the 2020 Plan can be granted in the form of stock options, non-qualified and incentive options, stock appreciation rights, restricted stock, and restricted stock units.

 

 

On June 24, 2021, at the Annual Meeting of Stockholders, the stockholders of the Company approved the amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares. On June 16, 2022, at the Annual Meeting of Stockholders, the stockholders of the Company approved the second amendment and restatement of the 2020 Plan, which amended the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares. On June 14, 2024, at the Annual Meeting of Stockholders, the stockholders of the Company approved the third amendment and restatement to the 2020 Plan (the “Amended 2020 Plan”), which further amended the 2020 Plan by increasing the maximum number of shares of the Company’s common stock available for issuance under the Amended 2020 Plan by 3,000,000 shares.

 

As of September 30, 2024, the Amended 2020 Plan provided for the issuance of up to 8,100,000 shares of Common Stock. Remaining authorization under the Amended 2020 Plan was 2,753,276 shares as of September 30, 2024.

 

The forms of award agreements to be used in connection with awards made under the Amended 2020 Plan to the Company’s executive officers and non-employee directors are:

 

● Form of Non-Qualified Option Agreement (Non-Employee Director Awards)
● Form of Non-Qualified Option Agreement (Employee Awards); and
● Form of Restricted Stock Award Agreement.

 

Previously, the Company had granted service-based stock options and performance-based stock options separate from the Amended 2020 Plan. The following is a summary of outstanding options activity under our Amended 2020 Plan for the nine months ended September 30, 2024:

 

  

Options

Outstanding

Number of

Shares

  

Exercise Price

per Share

 

Weighted

Average

Remaining

Contractual

Life

  

Weighted

Average

Exercise Price

per Share

 
                
Balance, December 31, 2023   726,889   $ 1.84 – 13.74    6.11 years   $8.08 
Granted   -     -    -    - 
Exercised   (172,222)    6.00 – 7.50    6.11 years    6.44 
Balance at September 30, 2024   554,667   $ 1.84 –13.74    5.13 years   $8.59 
                      
Exercisable at December 31, 2023   604,758   $ 1.84 – 13.74    6.23 years   $8.44 
Exercisable at September 30, 2024   532,877   $ 1.84 – 13.74    5.19 years   $8.82 

 

Total compensation expense under the Amended 2020 Plan options above was $109 thousand and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, with unamortized expense remaining of $59 thousand as of September 30, 2024. Total compensation expense under the Amended 2020 Plan options above was $1.2 million and $3.5 million for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, 172,222 options were exercised on a cashless basis, which resulted in 62,781 shares issued. As of September 30, 2024, aggregate intrinsic value of vested service-based options outstanding was $237 thousand.

 

The following is a summary of outstanding service-based options activity (prior to the establishment of our Amended 2020 Plan above) for the nine months ended September 30, 2024:

 

   

Options

Outstanding

Number of

Shares

    

Exercise Price

per Share

    

Weighted

Average

Remaining

Contractual

Life

    

Weighted

Average

Exercise Price

per Share

  
                         
Balance, December 31, 2023     1,124,333     $ 1.00 – 11.98       4.60 years     $ 3.69  
Granted     -       -       -       -  
Exercised     (222,000 )     1.00 – 6.25       2.91 years       2.24  
Cancelled/Forfeited/Expired     (150,000 )     1.40 – 7.73       -       3.82  
Balance at September 30, 2024     752,333     $ 1.00 – 11.98       4.47 years     $ 4.10  
                                 
Exercisable December 31, 2023     1,090,083     $ 1.00 – 11.98       4.62 years     $ 3.66  
Exercisable at September 30, 2024     752,333     $ 1.00 – 11.98       4.47 years     $ 4.10  

 

 

Total compensation expense under the above service-based option plan was $25 thousand and $367 thousand for the three months ended September 30, 2024 and 2023, respectively, with unamortized expense remaining of $25 thousand as of September 30, 2024. Total compensation expense under the above service-based option plan was $266 thousand and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, aggregate intrinsic value of vested service-based options outstanding was $1.4 million. Of the total service-based options exercised during the nine months ended September 30, 2024, 170,750 options were exercised on a cashless basis, which resulted in 134,302 shares issued and 51,250 options were exercised for cash.

 

The following is a summary of outstanding performance-based options activity for the nine months ended September 30, 2024:

 

  

Options

Outstanding

Number of

Shares

  

Exercise Price

per Share

 

Weighted

Average

Remaining

Contractual

Life

  

Weighted

Average

Exercise Price

per Share

 
                
Balance at December 31, 2023   485,000   $ 1.25 – 2.50    4.13 years   $1.56 
Granted   -     -    -    - 
Exercised   (395,000)    1.50 – 2.00    3.57 years    1.53 
Balance at September 30, 2024   90,000   $ 1.25 – 2.50    2.56 years   $1.69 
                      
Exercisable December 31, 2023   420,000   $ 1.50 – 2.50    4.20 years   $1.56 
Exercisable at September 30, 2024   25,000   $ 1.75 – 2.50    1.65 years   $2.05 

 

No compensation expense was recognized on the performance-based options above for the three and nine months ended September 30, 2024, as the performance terms have not been met or are not probable. As of September 30, 2024, the aggregate intrinsic value of vested performance options outstanding was $80 thousand. Of the total performance-based options exercised during the nine months ended September 30, 2024, 370,000 options were exercised on a cashless basis, which resulted in 315,694 shares issued and 25,000 options were exercised for cash.

 

RSUs and RSAs (under our Amended 2020 Plan)

 

The following is a summary of outstanding RSUs and RSAs activity under our Amended 2020 Plan for the nine months ended September 30, 2024:

 

   RSU Outstanding
Number of Shares		 
Balance at December 31, 2023   3,194,375 
Granted   908,335 
Vested   (1,285,210)
Cancelled/Forfeited   (450,000)
Balance at September 30, 2024   2,367,500 

 

The total fair value of the 908,335 RSUs and RSAs granted was $6.9 million which was determined using the fair value of the quoted market price on the date of grant. Total compensation expense under the Amended 2020 Plan RSUs and RSAs above was $2.1 million and $1.6 million for the three months ended September 30, 2024 and 2023, respectively, with unamortized expense remaining of $4.1 million as of September 30, 2024. Total compensation expense under the Amended 2020 Plan RSUs and RSAs above was $6.9 million and $3.1 million for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, 1,285,210 RSUs and RSAs vested, of which 1,110,625 shares were issued.

 

 

RSUs and RSAs (outside of our Amended 2020 Plan)

 

The following is a summary of outstanding RSUs and RSAs activity (outside of our Amended 2020 Plan) for the nine months ended September 30, 2024:

 

   RSU Outstanding
Number of Shares		 
Balance at December 31, 2023   550,000 
Granted   - 
Vested   (187,500)
Balance at September 30, 2024   362,500 

 

Total compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $202 thousand and $139 thousand for the three months ended September 30, 2024 and 2023, respectively, with unamortized expense remaining of $97 thousand as of September 30, 2024. Total compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $712 thousand and $728 thousand for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, 187,500 RSUs and RSAs vested, of which 125,000 shares were issued.

 

Warrants

 

The following is a summary of outstanding and exercisable warrants activity during the nine months ended September 30, 2024:

 

  

Warrants

Outstanding

Number of

Shares

  

Exercise Price

per Share

 

Weighted

Average

Remaining

Contractual

Life

  

Weighted

Average

Exercise Price

per Share

 
Balance at December 31, 2023   4,730,607   $ 1.24 – 12.00    3.95 years   $4.81 
Exercised   (2,986,877)    1.40 – 5.75    3.38 years    4.90 
Balance at September 30, 2024   1,743,730   $ 1.24 – 12.00    2.91 years   $4.65 
                      
Exercisable December 31, 2023   4,730,607   $ 1.24 – 12.00    3.95 years   $4.80 
Exercisable September 30, 2024   1,743,730   $ 1.24 – 12.00    2.91 years   $4.63 

 

Total compensation expense on the above warrants was $0 thousand for both the three months ended September 30, 2024 and 2023, with no unamortized expense remaining as of September 30, 2024. Total compensation expense on the above warrants was $0 and $18 thousand for the nine months ended September 30, 2024 and 2023, respectively.

 

Stock-based Compensation

 

The total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock options, warrants, RSUs, and RSAs amounted to approximately $2.4 million and $3.3 million for the three months ended September 30, 2024 and 2023, respectively. The total stock-based compensation expense related to common stock issued for services, service-based stock options, performance-based stock options, warrants and RSUs, and RSAs amounted to $9.1 million and $8.8 million for the nine months ended September 30, 2024 and 2023, respectively. Such amounts are included in general and administrative expenses in the unaudited condensed consolidated statement of operations. Unamortized expense remaining related to service-based stock options, performance-based stock options, warrants, RSUs, and RSAs was $4.3 million as of September 30, 2024, which is expected to be recognized through 2026.