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Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation

Stock-Based Compensation

Note 12 — Stock-Based Compensation

The Company’s 2023 Equity Incentive Plan (“the 2023 Plan”) that allow for the grants of both incentive stock options or ISOs, which can result in potentially favorable tax treatment to the participant, and non-statutory stock options, stock awards, RSUs, and PSUs. The 2023 Plan was approved by the stockholders of the Company on June 15, 2023. The Company no longer issues any options, stock awards, RSUs, and PSUs under its prior 2014 Plan. The 2023 Plan no longer contains an “evergreen provision”. As of December 31, 2025, the authorized shares of common stock under the 2023 Plan were 12,641,637.

The exercise price per share subject to an option is determined by the administrator, but in the case of an ISO must not be less than the fair market value of a share of our common stock on the date of grant and in the case of a non-statutory stock option must not be less than 100% of the fair market value of a share of our common stock on the date of grant.

Under the 2023 Plan, the Company may grant stock options, stock appreciation rights, performance awards of stock and/or cash, and stock awards of restricted stock.

Equity awards issued or outstanding under the 2023 Plan are as follows:


	2023
	Plan
Outstanding or Exercised as of December 31, 2023	8,791,833
Available for future issuance under plan	3,849,804
Total authorized by plan	12,641,637

Outstanding or Exercised as of December 31, 2024	11,609,900
Available for future issuance under plan	1,031,737
Totals authorized by plan	12,641,637

Outstanding or Exercised as of December 31, 2025	9,846,529
Available for future issuance under plan	2,795,108
Totals authorized by plan	12,641,637

The 2023 Plan gives the Board of Directors of the Company the ability to determine vesting periods for all stock incentives granted under the 2023 Plan and allows stock option, RSU, and PSU terms to be up to ten years from the original grant date. Employees’ incentive stock options, RSUs, and PSUs typically vest at a minimum rate of 25% per year over a three or four year vesting term, commencing on the date of grant, or upon the achievement of performance targets in the case of PSUs.

The following table summarizes stock option activity related to the Company’s equity incentive plan, excluding options awarded under the former Long-term Incentive Plan (LTIP), for the years ended December 31, 2025, 2024, and 2023:


				Weighted			Average
		Number of		Average			Remaining Life
		Options		Exercise Price			(years)
Outstanding at December 31, 2022		2,805,673		$	7.80		7.28
Granted		180,000			4.43
Exercised		(28,240)			1.33
Expired or Forfeited		(46,125)			11.33
Outstanding at December 31, 2023		2,911,308		$	7.60		6.30
Granted		2,804,739			1.33
Exercised		(152,273)			1.43
Expired or Forfeited		(954,587)			6.40
Outstanding at December 31, 2024		4,609,187		$	4.25		7.84
Granted		204,941			3.16
Exercised		(129,583)			1.33
Expired or Forfeited		(695,687)			6.73

Outstanding at December 31, 2025		3,988,858		$	3.86		7.04

As of December 31, 2025, there were 3,744,326 options that were fully-vested and exercisable at a weighted average exercise price of $3.92 per share. The weighted average remaining contractual term on the vested options is 6.9 years. The unvested balance of 244,532 options as of December 31, 2025, are exercisable at a weighted average exercise price of $3.01 per share. The weighted average remaining contractual term on the unvested options is 8.8 years.

As of December 31, 2024, there were 1,812,818 options that were fully-vested and exercisable at a weighted average exercise price of $8.01 per share. The weighted average remaining contractual term on the vested options is 5.7 years. The unvested balance of 2,796,369 options as of December 31, 2024, were exercisable at a weighted average exercise price of $2.07 per share. The weighted average remaining contractual term on the unvested options was 9.4 years.

As of December 31, 2023, there were 2,093,850 options that were fully-vested and exercisable at a weighted average exercise price of $7.18 per share. The weighted average remaining contractual term on the vested options was 5.6 years. The unvested balance of 817,458 options as of December 31, 2023 were exercisable at a weighted average exercise price of $8.65 per share. The weighted average remaining contractual term on the vested options was 8.11 years.

The aggregate intrinsic value of the options exercised during the year ended December 31, 2025, 2024, and 2023 was approximately $68,325, $333,091, and $85,263, respectively. The aggregate intrinsic value of the options outstanding as of December 31, 2025, 2024, and 2023 was approximately $7,155,330, $9,801,292, and $563,874, respectively.

The Black-Scholes-Merton option pricing model was used to estimate the fair value of share-based awards under FASB ASC Topic 718. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and share price volatility. The expected term of options granted was estimated to be the average of the vesting term, historical exercise and forfeiture rates, and the contractual life of the

option. The share price volatility at the grant date is estimated using historical stock prices based upon the expected term of the options granted. The risk-free interest rate assumption is determined using the rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. Therefore, the assumed expected dividend yield is zero.

The following summary table shows the assumptions used to compute the fair value of stock options granted, excluding former LTIP, during 2025, 2024, and 2023 and their estimated value:


December 31,		2025			2024			2023
Assumptions for Black-Scholes:
Expected term in years			5.8			5.3 to 5.8			6.0 to 6.1
Volatility			90.47%	%		90.47% to 92.90	%		86.97% to 88.42	%
Risk-free interest rate			3.68% to 4.13	%		4.01% to 4.64	%		3.58% to 4.43	%
Expected annual dividends			None			None			None
Value of options granted:
Number of options granted			204,941			2,804,739			180,000
Weighted average fair value per share		$	1.96		$	1.00		$	3.34
Fair value of options granted		$	401,348		$	2,790,737		$	600,345

Under FASB ASC Topic 718, “Compensation – Stock Compensation”, the Company has elected to account for forfeitures as they occur.

A summary of stock award, RSU and PSU activity related to the Company’s equity incentive plan, excluding bonus awards, for the year ended December 31, 2025, is as follows:


				Weighted Average
Stock Awards and Restricted Stock Units		Number of		Grant Date
		Shares/Units		Fair Value Per Share/Unit
Unvested at December 31, 2022		288,650		$	5.64
Granted		96,525			5.18
Vested		(138,650)			5.64
Forfeited		—			—
Unvested at December 31, 2023		246,525		$	5.46
Granted		232,766			1.41
Vested		(146,525)			5.34
Forfeited		—			—
Unvested at December 31, 2024		332,766		$	2.68
Granted		1,144,305			2.54
Vested		(704,633)			2.54
Forfeited		—			—

Unvested at December 31, 2025		772,438		$	2.61


				Weighted Average
Performance Stock Units		Number of		Grant Date
		Units		Fair Value Per Unit
Unvested at December 31, 2024		—		$	—
Granted		1,504,431			2.37
Vested		—			—
Forfeited		—			—

Unvested at December 31, 2025		1,504,431		$	2.37

During the year ended December 31, 2025, the Company issued 95,238 shares of common stock to its independent board members as part of their annual retainer for services covering the period of July 2025 to June 2026. The fair market value on the date of award of the stock issued was $3.15, resulting in an aggregate fair value of $300,000. The fair market value of these awards is expensed over twelve (12) months beginning on July 1, 2025. Upon the death of one of our independent board members, 31,746 shares of common stock were immediately vested.

On August 5, 2025, the Company issued 65,295 shares of common stock to its new independent board member as part of their annual retainer for services covering the period of August 2025 to June 2026 and for a new member onboarding award. The fair market value on the date of award of the stock issued was $1.99, resulting in an aggregate fair value of approximately $129,937. The fair market value of these awards is expensed over eleven (11) months for 45,295 shares and twenty-three (23) months for 20,000 shares beginning on August 5, 2025.

On May 6, 2024, the Company implemented a voluntary Company-wide payroll reduction program for all employees, independent board members and contractors with optional salary or compensation reductions of 10% to 50% depending upon the respective base salary or compensation level for the period running from May 1, 2024 to April 30, 2025. The fair market value of these stock awards and stock option awards has been determined at $1.33 and $0.99, respectively, and a total of 824,711 stock awards and 2,756,116 stock option awards were issued with total fair market values of $1,096,865 and $2,728,555, respectively. The fair market value of these awards was expensed over twelve (12) months, which began on May 1, 2024 and these awards cliff vested on April 30, 2025.

The estimated cash savings was approximately $2,100,000 and resulted in the issuance of stock awards and stock options, at a rate of 150% or 200%, respectively, of the net cash wage reductions.

On March 19, 2025, the Company issued 509,571 RSUs and 207,404 PSUs to all employees of the Company, excluding certain members of senior management that were in the Company’s former LTIP described in Note 13. The fair market value on the date of award of the RSUs and PSUs was $2.30, resulting in an aggregate fair value of $1,649,041. The fair market value of these awards is being expensed over twenty and a half (20.5) months beginning March 19, 2025. The RSUs typically vest over time at a rate of one-third annually on each December 31^st. The PSUs vest upon the achievement of certain revenue and EBITDA targets and, as of December 31, 2025, these targets are considered probable and the associated expense is being amortized. If both the revenue and EBITDA targets are exceeded by 150%, an additional 103,702 PSUs could be issued and vest immediately. The fair market value on the date of award of these bonus awards was $2.30, resulting in an aggregate fair value of $238,515. As of December 31, 2025, these bonus targets are not considered probable and their fair market value is not being amortized in stock-based compensation expense.

On June 17, 2025, the Company issued 297,027 RSUs and 297,027 PSUs to the executives and certain members of senior management of the Company as a replacement for the 5,089,500 stock options that were surrendered under the original LTIP (see Note 13 for additional details). The fair market value on the date of award of the RSUs and PSUs was $3.15, resulting in an aggregate fair value of $1,871,270. The RSUs vest over time at a rate of one-third annually on each December 31^st. The PSUs vest upon the achievement of certain revenue and EBITDA targets and, as of September 30, 2025, these targets are considered probable and the associated expense is being amortized. If both the revenue and EBITDA targets are exceeded by 125%, an additional 74,257 PSUs could be issued and vest immediately. The fair market value on the date of award of these bonus awards was $3.15, resulting in an aggregate fair value of $233,910. As of December 31, 2025, these bonus targets are not considered probable and their fair market value is not being amortized in stock-based compensation expense.

On September 3, 2025, the Company issued 150,000 RSUs and 1,000,000 PSUs to its new President of its Enterprise Solutions business unit. The fair market value on the date of award of the RSUs and PSUs was $2.15, resulting in an aggregate fair value of $2,472,500. The RSUs will vest in equal portions quarterly over 12 months. The PSUs vest upon the achievement of certain revenue and EBITDA targets of the Company’s Enterprise Solutions business unit by December 31, 2028. As of December 31, 2025, these targets are not considered probable and their fair market value is not being amortized in stock-based compensation expense.

For the years ended December 31, 2025, 2024, and 2023, the Company recorded total stock-based compensation expense related to stock options, stock awards, RSUs and PSUs but excluding awards under the Company’s former LTIP of $4,149,950, $5,928,198, and $4,566,253, respectively.

As of December 31, 2025, the Company had $3,162,583 of unrecognized stock-based compensation expense related to stock options, stock awards, RSUs, and PSUs considered probable, which will be recognized over a weighted average period of 1.7 years.