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Note 6 - Share-based Compensation

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 6: Share-Based Compensation

Description of Equity Plans

The 2021 Equity Incentive Award Plan (the “2021 Plan”) was adopted by the Company's Board of Directors on April 9, 2021, and approved by the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) on June 11, 2021. The 2021 Plan serves as a successor to the Company’s 2011 Equity Incentive Plan (the “2011 Plan”). Since the adoption of the 2021 Plan, all equity awards were made from the 2021 Plan and no additional awards will be granted under the 2011 Plan. The 2021 Plan provides for the issuance of a variety of share-based compensation awards, including stock options, restricted stock awards, restricted stock unit awards, performance awards, dividend equivalents awards, deferred stock awards, stock payment awards and stock appreciation rights. As of April 16, 2021, the 2021 Plan increased the number of shares available for grant by 3,000,000 in addition to the number of shares remaining available for the grant of new awards under the 2011 Plan.

As of December 31, 2024, the Company had 5,788,597 stock options outstanding and an additional 2,056,629 shares of common stock available for grant under the 2021 Plan. As of December 31, 2023, there were 5,469,247 stock options outstanding and an additional 3,672,561 shares of common stock available for grant under the 2021 Plan.

Stock Options

Options are granted to purchase common stock at prices that are equal to the fair value of the common stock on the date the option is granted. Vesting is determined by the Board of Directors at the time of grant. The term of any stock option awards under the Company’s 2011 Plan and 2021 Plan is ten years, except for certain options granted to the contractors which are between two to three years.

The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following:

Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date of grant.

Expected dividend yield. The expected dividend yield is zero, as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future.

Expected stock price volatility. The expected stock price volatility was calculated based on the Company’s own volatility. The Company reviews its volatility assumption on an annual basis and has used the Company’s historical volatilities.

Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The Company uses the weighted average vesting period and contractual term of the option as the best estimate of the expected life of a new option.

The assumptions used in the Black-Scholes option pricing model for stock options granted for the years ended December 31, 2024 and 2023 are as follows:

		Years Ended December 31,
		2024				2023
Risk-free interest rate			3.56% - 4.61	%			3.90% -5.12	%
Expected dividend yield			—	%			—	%
Expected stock price volatility			63.02-63.64	%			62.22% - 64.27	%
Expected life of options (in years)			2.63-6.25				1.13 -6.25

The following table summarizes the combined stock option activity under the Company’s Equity Compensation Plans:

										*Weighted-*
										*Average*
						*Weighted-*				*Remaining*				*Aggregate*
						*Average*				*Contractual*				*Intrinsic*
		*Shares*				*Exercise Price*				*Term (Years)*				*Value*
Outstanding at December 31, 2022			5,031,097			$	3.25				5.75			$	13,000
Granted			805,350				1.45
Exercised			—				—
Expired			(351,520	)			1.71
Canceled			(15,680	)			3.50
Outstanding at December 31, 2023			5,469,247			$	3.08				5.66			$	322,738
Granted⁽¹⁾			830,725				1.61
Exercised⁽²⁾			(55,000	)			1.18
Expired ⁽³⁾			(383,063	)			2.16
Canceled⁽⁴⁾			(73,312	)			1.73
Outstanding at December 31, 2024			5,788,597			$	2.97				5.34			$	655,578

Exercisable at December 31, 2024			4,438,810			$	3.19				4.44			$	436,263

Notes:

(1) Represents the following options granted:

	•	Annual share-based compensation awards on January 2, 2024, with an exercise price of $1.59, including: (a) 387,500 stock options granted to executives and key personnel, vesting upon one year anniversary, or annually in equal installments over four years, (b) 352,500 stock options granted to members of the Board of Directors, vesting upon one year anniversary, (c) 17,600 stock options granted to employees, vesting annually in equal installments over four years, and (d)15,000 stock options granted to a consultant, vesting upon one year anniversary.
	•	One-time awards on April 11, 2024, with an exercise price of $1.84, including 20,000 stock options granted to an executive, vesting annually in equal installments over four years, and 13,125 stock options granted to a member of the Board of Directors, vesting upon one year anniversary.
	•	A one-time award on September 23, 2024, of 25,000 stock options granted to a consultant with an exercise price of $1.79, vesting in three months.

(2) Represents the following options exercised:

(a) 25,000 stock options exercised at $0.97, and (b) 30,000 stock options exercised at $1.36.

(3) Represents the following options expired:

(a) 300,000 stock options with an exercise price of $1.87 per share granted to an executive, (b) 25,000 stock options with an exercise price of $1.76 per share granted to a member of the Board of Directors, (c) 7,500 stock options with an exercise price of $5.56 per share granted to a consultant, (d) 25,000 stock options with an exercise price of $4.14 per share granted to a consultant, and (e) 25,563 stock options with a weighted average exercise price of $2.93 per share granted to employees.

(4) Represents the following options canceled:

(a) 50,000 stock options granted to a former member of the Board of Directors, (b) 13,125 stock options granted to the Company's former Chairman of the Board of Directors, and (c) 10,187 stock options granted to the Company's former employee.

The weighted average grant-date fair market value of stock options granted for the years ended December 31, 2024 and 2023 was $0.95 and $0.81, respectively, based on the Black-Scholes option pricing model. The intrinsic value of options exercised for the years ended December 31, 2024 and 2023 was $33,300 and $0, respectively.

As of December 31, 2024 and 2023, total unrecognized compensation cost related to non-vested stock options granted under the Company’s equity compensation plans was $319,978 and $559,121, respectively, which is expected to be recognized over a weighted average period of 2.40 years and 2.68 years, respectively. The Company adjusts the unrecognized compensation cost for actual forfeitures as they occur.

Restricted Stock Units

Restricted stock units (the “RSUs”) are granted subject to certain restrictions. Vesting conditions are determined at the discretion of the Board of Directors. The fair market value of RSUs is generally determined based on the closing market price of the stock on the grant date.

The following table summarizes the restricted stock units activity during the year ended December 31, 2024:

						*Weighted-Average*
						*Grant Date*
		*Shares*				*Fair Value*
Outstanding at December 31, 2023			213,044				1.43
Granted (1)			354,219				1.60
Vested ⁽²⁾			(437,546	)			1.52
Unvested shares forfeited⁽³⁾			(11,792	)			1.59
Outstanding at December 31, 2024			117,925			$	1.59

Notes:

(1)

On January 2, 2024, the Company granted 141,510 RSUs, vesting upon one year anniversary of the grant, to members of the Board of Directors. On March 13, 2024, the Company granted 212,709 RSUs with immediate vesting, to executives and key personnel in lieu of cash bonuses earned for the year of 2023. The fair value of the restricted stock unit is the Company’s closing stock price on the grant date as reported on the Nasdaq Stock Exchange.

(2)	Represents the vesting of 212,709 RSUs granted to executives and key personnel, 174,837 RSUs granted to the Board of Directors, and 50,000 RSUs granted to a consultant.
(3)	Represents the cancellation of RSUs granted to a former member of the Board of Directors.

Compensation Expenses

We recognize all share-based payments to employees, consultants, and our Board, as non-cash compensation expenses, in research and development expenses or general and administrative expenses in the consolidated statement of operations, and these charges had no impact on the Company’s reported cash flows. Stock-based compensation expense is calculated on the grant date fair values of such awards, and recognized each period based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur.

For performance-based awards, the Company recognizes related stock-based compensation expenses based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. There was no performance-based award recognized during the years ended December 31, 2024 and 2023.

Total non-cash stock option compensation expense was allocated among the following expense categories:

		*Years Ended December 31,*
		*2024*				*2023*
General and administrative		$	1,067,750			$	1,201,027
Research and development			58,529				43,094
Total		$	1,126,279			$	1,244,121

The following table summarizes the Company’s non-cash share-based compensation expense allocation between options and restricted stock units:

		*Years Ended December 31,*
		*2024*				*2023*
Share-based compensation expenses- stock option		$	861,999			$	1,004,054
Share-based compensation expenses- restricted stock units			264,280				240,067
Total		$	1,126,279			$	1,244,121