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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 11 – Stock-Based Compensation

 

Stock Incentive Plans

 

The Company’s board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc. Amended and Restated 2015 Long Term Incentive Plan (the “Incentive Plan”) providing for the issuance of stock-based incentive awards to employees, officers, consultants, directors and independent contractors. On August 31, 2022 the shareholders approved an increase in the number of awards available for issuance under the Incentive Plan to an aggregate of 12,000,000 shares of common stock. The number of awards available for issuance under the Incentive Plan was 6,210,790 at December 31, 2022.

 

Stock Options

 

The following table summarizes option activity during the years ended December 31, 2022 and 2021:

 

   Number of Options   Weighted Average Exercise Price   Weighted Average Fair Value   Weighted Average Remaining Contractual Life (Years) 
Outstanding at December 31, 2020   1,300,588   $2.44   $1.24      
Granted   -    -    -      
Expired   -    -    -      
Forfeited/Cancelled   -    -    -      
Exercised   (189,225)   2.38    1.12      
Outstanding at December 31, 2021   1,111,363   $2.12   $1.31      
Granted   -    -    -      
Expired   -    -    -      
Forfeited/Cancelled   -    -    -      
Exercised   (70,791)   1.10    0.51      
Outstanding at December 31, 2022   1,040,572   $2.19   $1.37    5.88 
                     
Exercisable at December 31, 2022   1,040,572   $2.19   $1.37    5.88 

 

 

The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was approximately $0.4 million and $1.3 million, respectively. The aggregate intrinsic value of outstanding options at December 31, 2022 and 2021 was approximately $0.8 million and $7.6 million, respectively. As of December 31, 2022, there were no unvested options and no unrecognized stock-based compensation expense related to options.

 

Restricted Stock Units

 

The grant date fair value of RSUs granted is determined using the closing market price of the Company’s common stock on the grant date with the associated compensation expense amortized over the vesting period of the awards. The following table sets forth the outstanding RSUs and related activity for the years ended December 31, 2022 and 2021:

 

   Number of RSUs   Weighted Average Grant Date Fair Value 
Unvested at December 31, 2020   522,500   $10.49 
Granted   1,217,500    9.76 
Vested   (438,502)   10.10 
Forfeited/Cancelled   (34,083)   9.91 
Unvested at December 31, 2021   1,267,415   $9.94 
Granted   1,925,476    5.66 
Vested   (725,166)   8.66 
Forfeited/Cancelled   (41,000)   8.31 
Unvested at December 31, 2022   2,426,725   $7.06 

 

As of December 31, 2022, there was $14.7 million of unrecognized stock-based compensation expense related to outstanding RSUs which is expected to be recognized over a weighted-average period of 2.2 years.

 

Warrants

 

The Company has issued warrants related to financings, acquisitions and as compensation to third parties for services provided. The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant if granted for services.

 

 

The following table summarizes warrant activity during the years ended December 31, 2022 and 2021:

 

   Number of Warrants   Weighted Average Exercise Price   Weighted Average Fair Value   Weighted Average Remaining Contractual Life (Years) 
Outstanding at December 31, 2020   70,000   $1.83   $5.21    3.3 
Granted   456,281    9.13    3.83      
Expired   -    -    -      
Forfeited/Cancelled   -    -    -      
Exercised   -    -    -      
Outstanding at December 31, 2021   526,281   $8.15   $4.01    4.7 
Issued for adjustments to contingent purchase consideration   8,719    9.13    1.88      
Granted   -    -    -      
Expired   -    -    -      
Forfeited/Cancelled   -    -    -      
Exercised   (50,000)   2.00    1.22      
Outstanding at December 31, 2022   485,000   $8.81   $2.43    4.0 

 

The intrinsic value of warrants exercised during the years ended December 31, 2022 and 2021 was $0.3 million and $0.0 million, respectively. The aggregate intrinsic value of outstanding warrants at December 31, 2022 was approximately $22,000.

 

20,000 warrants are exercisable at December 31, 2022. As discussed in Note 3 and Note 4, approximately 456,000 warrants to purchase shares of the Company’s common stock were issued in connection with the acquisition of ACI and IdMo. The ability to exercise the warrants is contingent upon the achievement of certain development and revenue milestones on or before January 1, 2027. There was no unrecognized stock-based compensation expense related to warrants.

 

See Note 5 for additional information regarding the fair value calculation of the warrants issued during the year ended December 31, 2021.

 

Stock Issued for Services

 

The Company has issued restricted stock to third parties for services provided. The grant date fair value of the restricted stock granted is determined using the closing market price of the Company’s common stock on the grant date with the associated compensation expense amortized over the vesting period of the stock awards. The Company issued 0 and 5,548 shares of restricted stock for services during the years ended December 31, 2022 and 2021, respectively, and there was no unrecognized stock-based compensation expense related to restricted stock issued.

 

 

Stock-Based Compensation Expense

 

The Company recognized stock-based compensation expense related to the types of awards discussed above as follows:

 

   2022   2021 
   Years Ended December 31, 
   2022   2021 
Options  $78,115   $292,754 
Restricted stock units   7,465,108    5,164,750 
Stock   -    51,900 
Total stock-based compensation expense  $7,543,223   $5,509,404