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STOCKHOLDERS’ EQUITY (DEFICIT)
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

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, 2025, the Company had $44.6 million available under the ATM Sales Agreement.

 

Options and Warrants

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 131,531 shares of common stock related to the cashless exercise of options.

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 390,115 shares of common stock related to the cashless exercise of warrants.

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 100,000 shares of common stock related to the exercise of warrants for total proceeds of approximately $465 thousand.

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 1,250 shares of common stock related to the exercise of options for total proceeds of approximately $6 thousand.

 

 

Common Stock

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 2,284,515 shares of common stock for service, including vested restricted stock.

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 50,000 shares of common stock related to the OHHMD APA.

 

During the nine months ended September 30, 2025, the Company issued an aggregate of 762,990 shares of common stock related to the ATM Sales Agreement and net proceeds received were $8.7 million.

 

On May 29, 2025, Avenue converted $1 million of the principal amount of the outstanding term loans into shares of the Company’s common stock. This resulted in 672,042 shares of common stock issued to Avenue.

 

Non-controlling Interest

 

Net income attributed to non-controlling interest amounted to approximately $249 thousand for the three months ended September 30, 2025 compared to net loss of $129 thousand for the three months ended September 30, 2024. During the three months ended September 30, 2025 and 2024, the Company paid distributions to non-controlling interest holders of approximately $450 thousand and $36 thousand, respectively. Net income attributed to the non-controlling interest amounted to $1.3 million and $237 thousand for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025 and 2024, the Company paid distributions to non-controlling shareholders of $762 thousand and $603 thousand, respectively.

 

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. The dividends are included in the Company’s results of operations for the three and nine months ended September 30, 2025 and 2024. Dividends declared and paid on the Series A Preferred Stock during the nine months ended September 30, 2025 and 2024 are as follows:

 

Declaration Date   Record Date   Payment Date
March 25, 2025   April 4, 2025   April 15, 2025
June 23, 2025   July 3, 2025   July 15, 2025
September 23, 2025   October 3, 2025   October 15, 2025
March 26, 2024   April 5, 2024   April 15, 2024
June 25, 2024   July 5, 2024   July 15, 2024
September 24, 2024   October 4, 2024   October 15, 2024

 

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 and restatement to 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 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, 2025, the Amended 2020 Plan provided for the issuance of up to 8,250,000 shares of Common Stock. Remaining authorization under the Amended 2020 Plan was 867,511 shares as of September 30, 2025.

 

 

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, 2025:

 

  

Options

Outstanding

Number of

Shares

  

Exercise Price

per Share

 

Weighted

Average

Remaining

Contractual

Life

  

Weighted

Average

Exercise Price

per Share

 
Balance, December 31, 2024   515,667   $   1.84 – 13.74     4.81 years   $8.28 
Granted   -     -    -    - 
Exercised   (31,750)    4.76 – 6.17    1.04 years    5.72 
Cancelled/Forfeited/Expired   (224,667)    4.57 – 10.93    5.74 years    9.09 
Balance at September 30, 2025   259,250   $ 1.84 – 13.74    2.98 years   $7.89 
                      
Exercisable at December 31, 2024   504,787   $ 1.84 – 13.74    4.84 years   $8.39 
Exercisable at September 30, 2025   258,972   $ 1.84 – 13.74    2.98 years   $7.89 

 

Total compensation expense for the Amended 2020 Plan options above was approximately $1 thousand and $109 thousand for the three months ended September 30, 2025 and 2024, respectively, with no unamortized expense remaining as of September 30, 2025. Total compensation expense under the Amended 2020 Plan options above was approximately $29 thousand and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, 30,500 options were exercised on a cashless basis, which resulted in 17,613 shares issued, and 1,250 options were exercised for cash. As of September 30, 2025, aggregate intrinsic value of vested service-based options outstanding was $421 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, 2025:

 

  

Options

Outstanding

Number of

Shares

  

Exercise Price

per Share

   

Weighted

Average

Remaining

Contractual

Life

 

Weighted

Average

Exercise Price

per Share

 
Balance, December 31, 2024   682,333   $ 1.00 – 11.98    4.24 years  $4.06 
Granted   30,000     7.50    1.37 years   7.50 
Exercised   (197,000)    1.15 – 7.55    4.55 years   3.73 
Cancelled/Forfeited/Expired   (60,000)    2.50 – 7.50    3.62 years   5.83 
Balance at September 30, 2025   455,333   $ 1.00 – 11.98    2.78 years  $4.19 
                     
Exercisable December 31, 2024   682,333   $ 1.00 – 11.98    4.24 years  $4.06 
Exercisable at September 30, 2025   455,333   $ 1.00 – 11.98    2.78 years  $4.19 

 

The total fair value of the options granted during the nine months ended September 30, 2025 was $163 thousand, which was determined using the Black-Scholes Pricing Model with the following assumptions: dividend yield of 0%, expected term of 5 years, volatility of 108.5%, and risk-free rate of 4.34%. Total compensation expense under the above service-based option plan was $0 and $25 thousand for the three months ended September 30, 2025 and 2024, respectively, with no unamortized expense remaining as of September 30, 2025. Total compensation expense under the above service-based option plan was $145 thousand and $266 thousand for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, 197,000 options were exercised on a cashless basis, which resulted in 113,918 shares issued. As of September 30, 2025, aggregate intrinsic value of vested service-based options outstanding was $1.3 million.

 

 

The following is a summary of outstanding performance-based options activity for the nine months ended September 30, 2025:

 

  

Options

Outstanding

Number of

Shares

 

Exercise Price

per Share

 

Weighted

Average

Remaining

Contractual

Life

 

Weighted

Average

Exercise Price

per Share

 
Balance at December 31, 2024   90,000  $  1.25 – 2.50  2.30 years  $1.69 
Granted   50,000     1.25 – 1.75  1.88 years   1.50 
Cancelled/Forfeited/Expired   (60,000)    1.25 – 2.50  1.40 years   1.67 
Balance at September 30, 2025   80,000  $  1.25 – 1.75  1.88 years  $1.59 
                   
Exercisable December 31, 2024   25,000  $  1.75 – 2.50  1.40 years  $2.05 
Exercisable at September 30, 2025   65,000  $  1.25 – 1.75  1.85 years  $1.56 

 

Total compensation expense under the above performance-based options plan was $535 thousand for the three and nine months ended September 30, 2025. 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, 2025, aggregate intrinsic value of vested performance options outstanding was $416 thousand.

 

RSUs and RSAs (under our Amended 2020 Plan)

 

The following is a summary of unvested RSUs and RSAs activity under our Amended 2020 Plan for the nine months ended September 30, 2025:

 

  

RSUs and RSAs

Unvested

Number of Shares

 
Balance at December 31, 2024   3,049,944 
Granted   1,493,000 
Vested   (1,890,277)
Cancelled/Forfeited   (45,000)
Balance at September 30, 2025   2,607,667 

 

The total fair value of the 1,493,000 RSUs and RSAs granted was $10.5 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 approximately $2.7 million and $2.1 million for the three months ended September 30, 2025 and 2024, respectively, with unamortized expense remaining of approximately $9.6 million as of September 30, 2025. Total compensation expense under the Amended 2020 Plan RSUs and RSAs above was $7.1 million and $6.9 million for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, 2,022,015 RSUs and RSAs were issued, which included 1,745,333 RSUs and RSAs that vested during the nine months ended September 30, 2025, and 276,682 RSUs and RSAs that vested previously.

 

RSUs and RSAs (outside of our Amended 2020 Plan)

 

The following is a summary of unvested RSUs and RSAs activity (outside of our Amended 2020 Plan) for the nine months ended September 30, 2025:

 

  

RSUs and RSAs

Unvested

Number of Shares

 
Balance at December 31, 2024   300,000 
Granted   - 
Vested   (200,000)
Balance at September 30, 2025   100,000 

 

 

Total compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $0 and $202 thousand for the three months ended September 30, 2025 and 2024, respectively, with no unamortized expense remaining as of September 30, 2025. Total compensation expense for RSUs and RSAs outside of the Amended 2020 Plan was $0 and $712 thousand for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, 262,500 RSUs and RSAs were issued, which included 200,000 RSUs and RSAs that vested during the nine months ended September 30, 2025 and 62,500 RSUs and RSAs that vested previously.

 

Warrants

 

The following is a summary of outstanding and exercisable warrants activity during the nine months ended September 30, 2025:

 

   Warrants
Outstanding
Number of
Shares		  

Exercise Price
per Share

   Weighted
Average
Remaining
Contractual
Life		  

Weighted
Average
Exercise Price

per Share

 
Balance at December 31, 2024   1,743,730   $1.24 – 12.00    2.66 years   $4.65 
Exercised   (537,984)   1.24 – 4.75    2.00 years    1.89 
Cancelled/Forfeited/Expired   -    -    -    - 
Balance at September 30, 2025   1,205,746   $1.24 – 12.00    1.87 years   $5.85 
                     
Exercisable December 31, 2024   1,743,730   $1.24 – 12.00    2.66 years   $4.63 
Exercisable September 30, 2025   1,205,746   $1.24 – 12.00    1.87 years   $5.85 

 

Total compensation expense on the above warrants for services was $0 for both the three and nine months ended September 30, 2025 and 2024, with no unamortized expense remaining as of September 30, 2025. During the nine months ended September 30, 2025, 437,984 warrants were exercised on a cashless basis, which resulted in 390,115 shares issued and 100,000 warrants were exercised for cash.

 

Stock-based Compensation

 

The total stock-based compensation expense related to common stock granted for service-based stock options, performance-based stock options, warrants, RSUs and RSAs amounted to approximately $3.2 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $7.8 million and $9.1 million for the nine months ended September 30, 2025 and 2024, 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 approximately $9.6 million as of September 30, 2025, which is expected to be recognized through 2028.