XML 29 R18.htm IDEA: XBRL DOCUMENT

Stock-Based Compensation

3 Months Ended

Mar. 31, 2025

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

NOTE 12 — STOCK-BASED COMPENSATION

Unrestricted Common Stock Awards

During the period ended March 31, 2025, the Company granted unrestricted common shares to certain in connection with the terms of their individual employment agreements. As these awards were fully-vested, unrestricted shares, the Company recognized the full amount of $121,410 in the period. This compensation cost is included within Research and Development expenses on the Company’s condensed consolidated and combined statements of operations.

During the period ended March 31, 2024, the Company granted unrestricted common shares to certain executives in connection with the terms of their individual employment agreements. As these awards were fully-vested, unrestricted shares, the Company recognized the full amount of $1,359,000 in the period. This compensation cost is included within Selling, General, and Administrative expenses on the Company’s condensed, consolidated and combined statements of operations.

Restricted Stock Units and Stock Options

During the three months ended March 31, 2025, the Company granted restricted stock units to certain executives and management in connection with the terms of their individual employment agreements. The Company recognized the amount of $168,775 in the period. This compensation cost is included within Research and Development expenses on the Company’s condensed consolidated and combined statements of operations. There were no stock options granted or outstanding during the period ended March 31, 2025.

There were no restricted stock units or stock options granted during the period ended March 31, 2024. Additionally, there were no restricted stock units or stock options outstanding at either the beginning or the end of the periods ended March 31, 2024.

Warrants

During the three months ended March 31, 2025, the Company granted 12,000 at-the-money warrants to certain executive officers pursuant to the terms of their individual employment agreements. The warrants were fully vested upon grant, and accordingly, the Company recognized the full fair value of $186,000 as stock-based compensation expense during the period. This expense is included in Research and Development expenses in the Company’s condensed consolidated and combined statements of operations. The warrants have an exercise price equal to the fair market value of the Company’s common stock on the grant date, vest immediately, and expire on February 2, 2029.

Awards with Market-Based Conditions

In connection with the aforementioned executive employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets are met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average closing price (based on trading days) of a share of the Company’s common stock equals or exceeds the applicable stock price target, which range from $30 to $300 per share. The executives could be granted up to 120,000 shares based on attainment of all applicable stock price targets over the term of six years and an estimated fair value of approximately $4,800,000. The Company recorded $278,176 and $0 of expense related to these awards for the periods ended March 31, 2025 and 2024, respectively. This compensation cost is included within Selling, General, and Administrative expenses on the Company’s condensed consolidated and combined statements of operations.

The following table summarizes our awards with market-based conditions:

		Number of Shares				Weighted Average Grant-Date Fair Value
Beginning of period			-				-
Granted			120,000			$	40.00
Vested			-				-
Cancelled			-				-
End of period			120,000			$	40.00

Awards with Performance Conditions

In connection with the aforementioned executive employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets. In addition, these executives can also receive a cash bonus equal to 2.5% of the equity value of the Company (up to $10 million for each executive, totaling $20 million) in an applicable sale of the Company as defined by the terms of the employment agreements. Through March 31, 2025, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related to these awards.