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EQUITY
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
EQUITY

NOTE 8—EQUITY

 

(a) General

 

At December 31, 2022 the Company had issued and outstanding 39,722,589 shares of its common stock, par value $0.01 per share. Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board and to share ratably in the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company.

 

The Company is not authorized to issue preferred stock. Accordingly, no preferred stock is issued or outstanding.

 

(b) Summary Employee Option Information

 

The Company’s stock option plans provide for the grant to officers, directors and employees of options to purchase shares of common stock. The purchase price may be paid in cash or, if the option is “in-the-money” at the end of the option term, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable for one share of the Company’s common stock. Most options expire within five to ten years from the date of the grant, and generally vest over a three-year period from the date of the grant.

 

At December 31, 2022, 1,434,850 options were available for grant under the Amended and Restated 2006 Stock Incentive Plan and no options were available for grant under the 2006 Stock Option Plan for Non-Employee Directors. In 2022 and 2021, 145,770 (115,000 to directors and executive officers and 30,770 to other employees) and 232,770 (165,000 to directors and executive officers and 67,770 to other employees) options, respectively, were granted . In 2022 and 2021, there were no grants to non-employees (other than the non-employee directors and executive officers). The fair value of the options issued was $54,000 and $89,000 in 2022 and 2021, respectively.

 

35,000 options were exercised in the year ended December 31, 2022. No options were exercised in the year ended December 31, 2021. The intrinsic value of options outstanding and of options exercisable at December 31, 2022 was $16,000 and $13,000, respectively. The intrinsic value of options outstanding and of options exercisable at December 31, 2021 was $291,000 and $217,000, respectively.

 

 

The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective years (all in weighted averages):

 

   2022   2021 
Risk-free interest rate   1.8%   0.5%
Expected term of options, in years   3.86    4.41 
Expected annual volatility   93.7%   99.7%
Expected dividend yield   —%   —%
Determined weighted average grant date fair value per option  $0.37   $0.38 

 

The expected term of the options is the length of time until the expected date of exercising the options. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups in order to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the expected term of the option. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The Company expects no dividends to be paid. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in determining the estimated fair value of the Company’s stock options granted in the years ended December 31, 2022 and 2021. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

 

(c) Summary Option Information

 

A summary of the Company’s option plans as of December 31, 2022 and 2021, as well as changes during each of the years then ended, is presented below:

 

   2022   2021 
  

Number

of

Options

(in shares)

  

Weighted

Average

Exercise

Price

  

Number of

Options

(in shares)

  

Weighted

Average

Exercise

Price

 
Outstanding at beginning of year   833,020   $0.39    722,501   $0.62 
Granted at market price   145,770   $0.55    232,770   $0.54 
Exercised   (35,000)  $(0.18)   —   $— 
Forfeited or expired   —   $—    (122,251)  $2.04 
Outstanding at end of year   943,790   $0.42    833,020   $0.39 
Exercisable at end of year   819,001   $0.41    557,242   $0.33 

 

 

 

Summary information regarding the options outstanding and exercisable at December 31, 2022 is as follows:

 

    Outstanding     Exercisable  

Range of

Exercise Prices

  

Number

Outstanding

    

Weighted

Average

Remaining

Contractual

Life

    

Weighted

Average

Exercise

Price

    

Number

Exercisable

    

Weighted

Average

Exercise

Price

  
    (in shares)     (in years)           (in shares)        
$0.14 – $0.38     456,250       3.18     $ 0.32       456,250     $ 0.32  
$0.40 – $0.63     487,540       5.28     $ 0.51       362,751     $ 0.52  
      943,790                       819,001          

 

 

Stock-based compensation expense included in selling, general and administrative expense in the Company’s consolidated statements of operations was $80,000 and $75,000 in the years ending December 31, 2022 and 2021, respectively.

 

The total compensation cost related to non-vested awards not yet recognized was $33,000 as of December 31, 2022.

 

(d) Warrants

 

The Company has issued warrants at exercise prices equal to or greater than market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows:

 

   2022   2021 
  

Number of

Shares

Underlying

Warrants

  

Weighted

Average

Exercise

Price

  

Number of

Shares

Underlying

Warrants

  

Weighted

Average

Exercise

Price

 
Outstanding at beginning of year   35,000   $0.13    35,000   $0.13 
Granted   —    —    —    — 
Exercised   —    —    —    — 
Forfeited or expired   —    —    -    — 
Outstanding and exercisable at end of year   35,000   $0.13    35,000   $0.13 

 

The warrants outstanding at December 31, 2022 had a weighted average remaining contractual life of 2.5 months.