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STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

NOTE 3 — STOCK-BASED COMPENSATION

 

The Company maintains three equity incentive plans: the 2015 Stock Option Plan, as amended (the “2015 Plan”), the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), and the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). All equity awards issued to employees, consultants, and non-employee directors on or after May 9, 2024 are issued from the 2024 Plan. The Company has also issued restricted stock and stock options as employment inducement awards outside of these plans to its Chief Executive Officer and former Chief Commercial Officer, respectively.

 

The 2015 Plan provides for the grant of incentive stock options and nonqualified stock options. As of March 31, 2025, there were 2,035,000 shares reserved for outstanding awards under the 2015 Plan.

 

The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock awards, restricted stock awards, restricted stock units, performance share units, stock appreciation rights, and/or other equity-based awards to employees, consultants and directors. As of March 31, 2025, there were 100,000 shares reserved for outstanding awards under the 2021 Plan.

 

The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, stock awards, restricted stock awards, restricted stock units, performance share units, stock appreciation rights and/or other equity-based awards to employees, consultants and directors. Awards previously made under the 2015 Plan and the 2021 Plan that are forfeited or cancelled after May 9, 2024 will be available for issuance under the 2024 Plan. As of March 31, 2025, there were 749,860 shares reserved for outstanding awards and 2,263,201 shares available for issuance under the 2024 Plan.

 

Each non-employee director of the Company (other than the Chairman of the Board) is eligible to receive $110,000 annually, to be paid quarterly in arrears of $12,500 in cash and $15,000 in common stock.  The Chairman of the Board is eligible to receive $140,000 annually, to be paid quarterly in arrears of $12,500 in cash and $22,500 in common stock. Prior to May 9, 2024 in the periods presented in this report, non-employee director equity compensation was issued from the Non-Employee Director Compensation Plan. From and after May 9, 2024 non-employee director equity compensation is issued from the 2024 Plan. All payments were and are pro-rated for partial service.

 

Restricted stock units (“RSUs”) and performance share units (“PSUs”) are equity classified and measured at the fair value of the underlying stock at the grant date.

 

Shares of stock granted for non-employee director fees are recorded at the fair value of the shares at the grant date.

 

Time-Vesting Stock Options

 

The following table summarizes the status of the time-based stock options outstanding at March 31, 2025:

 

    Shares   Weighted
Average
Exercise
Price
 
           
Outstanding at January 1   2,687,024   $ 3.07  
Granted        
Exercised        
Forfeited        
Outstanding at March 31   2,687,024   $ 3.07  
Options exercisable at March 31   1,719,254   $ 3.42  

 

Total stock-based compensation expense for time-vested stock options, included in operating expense in the accompanying statement of operations, was $359,197 for the three months ended March 31, 2025. No cash was received from option exercises for the three months ended March 31, 2025. As of March 31, 2025, the intrinsic value of all time-based stock options was $276,785.

 

The following table presents information pertaining to time-based stock options outstanding at March 31, 2025:

 

Range of Exercise Price   Number
Outstanding
  Weighted
Average
Remaining
Contractual
Life
  Weighted
Average
Exercise
Price
  Number
Exercisable
  Weighted
Average
Exercise
Price
 
                           
$2.08-$3.98   2,687,024   7.2 years   $ 3.07   1,719,254   $ 3.42  

 

As of March 31, 2025, there was $1,273,600 of total unrecognized compensation cost related to unvested share-based stock compensation awards granted under the Plans.  That cost is expected to be recognized over a weighted-average period of 25 months.

 

Performance-Vesting Stock Options

 

The following table summarizes the activities for our unvested performance-vesting stock option awards for the three months ended March 31, 2025.

 

    Shares   Weighted
Average
Grant-Date
Fair Value
 
           
Unvested at January 1   133,334   $ 1.48  
Granted        
Vested        
Forfeited/canceled        
Unvested at December 31   133,334   $ 1.48  

 

Total stock-based compensation expense for performance-vesting stock options was $0 for the three months ended March 31, 2025. No cash was received from option exercises for the three months ended March 31, 2025.

 

As of March 31, 2025, there was $183,206 of unrecognized compensation cost related to unvested employee performance-vesting stock options. This amount is expected to be recognized over a weighted-average period of 33 months.

 

Restricted Stock Awards, RSUs, and PSUs

 

The following table summarizes the activities for our unvested restricted stock awards, RSUs, and PSUs for the three months ended March 31, 2025.

 

    Shares   Weighted
Average
Grant-Date
Fair Value
 
           
Unvested at January 1   1,269,937   $ 2.54  
Granted   10,000   $ 3.94  
Vested   (145,725 ) $ 2.97  
Forfeited/canceled        
Unvested at March 31   1,134,212   $ 2.49  

 

Total stock-based compensation expense for restricted stock awards, RSUs, and PSUs, included in operating expense in the accompanying statement of operations, was $227,860 for the three months ended March 31, 2025.

 

As of March 31, 2025, there was $1,079,786 of unrecognized compensation cost related to unvested employee restricted stock awards, RSUs, and PSUs. This amount is expected to be recognized over a weighted-average period of 41 months.