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Shareholders’ Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Shareholders’ Equity

(6) Shareholders’ Equity

 

(a) Common Stock and Warrants

 

On September 16, 2022, the Company entered into subscription agreements from a group of private accredited investors to sell them 2.0 million shares of common stock of the Company at a price of $2.30 per share (which represents the closing market price of the Company’s common stock on September 14, 2022 which was the date that the transaction was agreed to). As of December 31, 2022, the Company received $3,450,000 under these subscription agreements and has issued 1,500,000 common shares and issued 1,500,000 warrants. In addition, the Company has an outstanding commitment from a potential investor for the remaining $1,150,000 under these subscription agreements. The Company did not sell any other equity securities during the years ended December 31, 2023 and 2022.

 

The shares were issued to the investors in a private placement and, along with the shares issued in connection with the exercise of any warrants in the future, are not registered and therefore currently subject to at least a six-month holding period by the investor.

 

(b) Options and Warrants

 

(i) Employee Options

 

In 2019, the shareholders approved the Company’s 2019 Equity Incentive Plan, which provides for the granting of both incentive stock options at the fair market value at the date of grant and nonqualified stock options at the fair market value at the date of grant to employees or non-employees who, in the determination of the Board of Directors, have made or may make significant contributions to the Company in the future. The Company may also award stock appreciation rights, restricted stock, or restricted stock units under this plan. The Company initially reserved 1,400,000 shares of its common stock for issuance under this plan, and 84,500 options and other awards were available for issuance under this plan as of December 31, 2023.

 

At the discretion of the Board of Directors, options expire in 10 years or less from the date of grant and are generally fully exercisable upon grant but in some cases may be subject to vesting in the future. Full payment of the exercise price may be made in cash or in shares of common stock valued at the fair market value thereof on the date of exercise, or by agreeing with the Company to cancel a portion of the exercised options.

 

The Company granted 223,000 fully vested options during 2023 and recorded share-based compensation of $144,728. The Company granted 178,000 fully vested options during 2022 and recorded share-based compensation of $232,291. The Company valued these grants using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   2023   2022 
         
Fair value on grant date  $1.02   $1.31 
Expected dividend yield   -    - 
Expected volatility   75%   81%
Risk free interest rate   3.84%   3.99%
Expected term of the option   5 years    5 years 

 

 

Activity for stock options is summarized below:

 

    Number of Shares
Subject to Option		     Weighted Average
Exercise Price		    

Weighted Average Remaining
Contractual

Term (Years)

   Aggregate Intrinsic Value  
                
Balance at January 1, 2022   1,199,710   $3.67   5.7  $21,870 
                   
Granted   178,000   $1.95         
Cancelled   (130,750)  $4.91         
Exercised   -   $-         
Balance at December 31, 2022   1,246,960   $3.35   5.8  $67,510 
                   
Granted   223,000   $1.02         
Cancelled   (254,588)  $5.47         
Exercised   -   $-         
Balance at December 31, 2023   1,215,372   $2.48   6.7  $- 

 

All options are exercisable at December 31, 2023.

 

(ii) Warrants and Non-Employee Options

 

Activity in warrants is summarized below:

 

  

Number of Shares

Underlying

   Weighted Average 
   Warrants Granted   Exercise Price 
         
Balance at January 1, 2022   1,399,991   $2.27 
           
Exercised   -      
Terminated   -      
Issued   1,500,000    2.76 
Balance at December 31, 2022   2,899,991   $2.52 
           
Exercised   (358,891)  $1.35 
Terminated   (461,957)   1.35 
Issued   -      
Balance at December 31, 2023   2,079,143   $3.20 

 

In lieu of cash compensation, the Company has granted warrants to investors and non-employee options to consultants. These warrants and non-employee options vested ratably over various terms ranging from 12 to 59 months. The non-employee options are valued at fair value at the time that the related services are provided using the Black-Scholes option valuation model and marked to market quarterly using the Black-Scholes option valuation model. There are 2,079,143 warrants issued to investors that are outstanding that are accounted for as equity.

 

Warrants and non-employee options generally expire in five years from the date of issuance. At December 31, 2023, all warrants and non-employee options outstanding were exercisable.

 

 

(c) Restricted Stock Grants

 

During 2023 and 2022, the Company did not issue restricted stock to its directors and employees.