XML 28 R14.htm IDEA: XBRL DOCUMENT v3.22.1

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

8.   Stockholders’ Equity

The Company has authority to issue up to 51,000,000 shares, consisting of 50,000,000 shares of common stock and 1,000,000 shares of preferred stock.

Equity Incentive Plans

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) is designed and utilized to enable the Company to provide its employees, officers, directors, consultants, and others whose past, present, and/or potential contributions to the Company have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 4,000,000 shares of common stock are eligible for issuance under the 2021 Plan. The 2021 Plan provides for the grant of any or all of the following types of awards: stock options (incentive or non-qualified), restricted stock, restricted stock units, performance awards, or cash awards. The 2021 Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board.

In addition, stock-based awards (including options, warrants, and restricted stock) previously granted under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) remain outstanding and shares of common stock may be issued to satisfy options or warrants previously granted under the 2011 Plan, although no new awards may be granted under the 2011 Plan.

Stock-based Compensation

Total expense recognized in the Current Year and Prior Year for all forms of stock-based compensation was approximately $0.72 million and $0.85 million, respectively. Of the Current Year expense amount, approximately $0.55 million related to employees and approximately $0.17 million related to directors and consultants. Of the Prior Year expense amount, approximately $0.74 million related to employees and approximately $0.11 million related to directors and consultants.

Stock Options

Options granted under the Company’s equity incentive plans expire at various times – either five, seven, or ten years from the date of grant, depending on the particular grant.

A summary of the Company’s stock option activity for the Current Year is as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Weighted	​	​	​
​	​	​	​	​	​	​	Average	​	​	​
​	​	​	​	Weighted		​	Remaining	​	​	​
​	​	​	​	Average		​	Contractual	​	Aggregate
​	​	Number of	​	Exercise		​	Life	​	Intrinsic
​		Options		Price			(in Years)		Value
Outstanding at January 1, 2021		7,179,375	​	$	3.14		4.93	​	$	—
Granted		520,390	​		1.91			​
Canceled		(8,050)	​		1.86			​
Exercised		(99,700)	​		1.77			​
Expired/Forfeited		(1,961,045)	​		5.44			​
Outstanding at December 31, 2021, and expected to vest		5,630,970	​	$	2.25		5.46	​	$	—
Exercisable at December 31, 2021		1,757,636	​	$	3.28		1.99	​	$	—

​

Current Year stock option grants were as follows:

On March 15, 2021, the Company granted options to purchase an aggregate of 365,390 shares of common stock to various employees. The exercise price of the options is $1.86 per share, and all options vested immediately on the date of grant.

On April 1, 2021, the Company granted options to purchase an aggregate of 125,000 shares of common stock to non-management directors. The exercise price of the options is $1.93 per share, and 50% of the options vest on each of April 1, 2022 and April 1, 2023.

On July 1, 2021, the Company granted options to purchase an aggregate of 20,000 shares of common stock to a member of management. The exercise price of the options is $2.76 per share, and 50% of the options vest on each of June 1, 2022 and June 1, 2023.

On August 13, 2021, the Company granted options to purchase an aggregate of 10,000 shares of common stock to an employee. The exercise price of the options is $2.00 per share, and 50% of the options vest on each of August 13, 2022 and August 13, 2023.

Prior Year stock option grants were as follows:

On January 1, 2020, the Company granted options to purchase 5,000 shares of common stock to a board observer. The exercise price of the options is $4.00 per share. One-half of the options vested on January 1, 2021, and the remaining half of the options will vest on January 1, 2022.

On January 31, 2020, the Company granted options to purchase 75,000 shares of common stock to a consultant. The exercise price of the options is $1.57 per share, and all options vested immediately on the date of grant.

On February 28, 2020, the Company granted options to purchase 50,000 shares of common stock to an employee. The exercise price was $1.40 per share, and the vesting of such options was dependent upon the Company achieving certain 12-month sales targets through December 31, 2021. None of these options ultimately vested.

On March 13, 2020, the Company granted options to purchase 50,000 shares of common stock to a certain key employee. The exercise price of the options is $5.50 per share, and all options vested immediately on the date of grant.

On March 31, 2020, the Company granted options to purchase 50,000 shares of common stock to an employee. The exercise price of the options is $0.61 per share. The options were scheduled to vest over a three-year period from the date of grant, but were all forfeited when the employee left the Company.

On April 1, 2020, the Company granted options to purchase an aggregate of 200,000 shares of common stock to non-management directors. The exercise price of the options is $0.50 per share. One-half of the options vested on April 1, 2021, and the remaining half of the options shall vest on April 1, 2022.

On April 15, 2020, the Company granted options to purchase 13,500 shares of common stock to a consultant. The exercise price of the options is $3.00 per share. One-third of the options vested on each of June 30, 2020, September 30, 2020, and December 31, 2020.

On August 21, 2020, the Company granted options to purchase 22,750 shares of common stock to a consultant. The exercise price of the options is $1.00 per share, and all options vested on December 31, 2020.

On September 28, 2020, the Company granted options to purchase 15,000 shares of common stock to an employee. The exercise price of the options was $0.71 per share. The options were scheduled to vest over a three-year period from the date of grant, but were all forfeited when the employee left the Company.

On December 21, 2020, the Company granted options to purchase an aggregate of 25,000 shares of common stock to an employee. The exercise price of the options is $1.09 per share. One-half of the options vested on December 21, 2021, and the remaining half of the options shall vest on December 21, 2022.

On December 21, 2020, the Company granted options to purchase an aggregate of 25,000 shares of common stock to another employee. The exercise price of the options was $1.09 per share, and were scheduled to vest over a two-year period from the date of grant, but were all forfeited when the employee left the Company in 2021.

The fair value of the options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

​

​	​	​	​	​	​
​	​	Year Ended December 31,
​		2021		2020
Expected Volatility		29.49 – 82.99	%	24.26 – 28.79	%
Expected Dividend Yield		—	%	—	%
Expected Life (Term, in years)		2.5 – 3.25		2.5 – 3.5	​
Risk-Free Interest Rate		0.24 – 0.52	%	0.16 – 1.60	%

​

Compensation expense related to stock options for the Current Year and Prior Year was approximately $0.3 million and $0.2 million, respectively. Total unrecognized compensation expense related to unvested stock options at December 31, 2021 amounts to approximately $0.1 million and is expected to be recognized over a weighted average period of 1.29 years.

The following table summarizes the Company’s stock option activity for non-vested options for the Current Year:

​

​	​	​	​	​	​
​		​		Weighted
​	​	​	​	Average
​	​	Number of	​	Grant Date
​		Options		Fair Value
Balance at January 1, 2021		4,116,167	​	$	0.08
Granted		520,390	​		0.45
Vested		(663,223)	​	​	0.42
Forfeited or Canceled		(100,000)	​		0.08
Balance at December 31, 2021		3,873,334	​	$	0.07

​

Warrants

Warrants granted by the Company expire at various times – either five, seven, or ten years from the date of grant, depending on the particular grant.

A summary of the Company’s warrant activity for the Current Year is as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Weighted	​	​	​
​	​	​	​	​	​	​	Average	​	​	​
​	​	​	​	Weighted		​	Remaining	​	​	​
​	​	​		Average			Contractual	​	Aggregate
​	​	Number of	​	Exercise			Life	​	Intrinsic
​		Warrants		Price			(in Years)		Value
Outstanding and exercisable at January 1, 2021		579,815	​	$	4.63		1.32	​	$	—
Granted		—	​		—		​	​
Canceled		—	​		—		​	​
Exercised		—	​		—		​	​
Expired/Forfeited		(463,750)	​		5.00		​	​
Outstanding and exercisable at December 31, 2021		116,065	​	$	3.15		2.57	​	$	—

​

The Company did not grant any warrants to purchase shares of common stock during the Current Year or Prior Year. No compensation expense was recorded in the Current Year or Prior Year related to warrants.

Stock Awards

A summary of the Company’s restricted stock activity for the Current Year is as follows:

​

​	​	​	​	​	​
​	​	​	​	Weighted
​	​	Number of	​	Average
​	​	Restricted	​	Grant Date
​		Shares		Fair Value
Outstanding at January 1, 2021		780,833	​	$	4.09
Granted		284,004	​		1.66
Canceled		—	​		—
Vested		(249,004)	​		1.61
Expired/Forfeited		—	​		—
Outstanding at December 31, 2021		815,833	​	$	4.00

​

On May 7, 2021, the Company issued 181,179 shares of common stock to a member of senior management as payment for a performance bonus earned in the Prior Year. These shares vested immediately. The Company recognized compensation expense of approximately $0.3 million in the Prior Year to accrue for this performance bonus.

The Company also recognized approximately $0.3 million of compensation expense in the Current Year related to similar senior management bonuses payable in common stock in 2022.

On April 1, 2021, the Company issued an aggregate of 50,000 shares of stock to non-management directors, which vest evenly over two years, whereby 50% shall vest on April 1, 2022, and 50% shall vest on April 1, 2023.

On April 26, 2021, the Company issued 14,045 shares of stock to a consultant, which vested immediately.

On July 1, 2021, the Company issued 9,399 shares of stock to a consultant, which vested immediately.

On October 1, 2021, the Company issued 16,892 shares of stock to a consultant, which vested immediately.

On October 29, 2021, the Company issued 12,489 shares of stock to an employee pursuant to the terms of a contractual agreement, which vested immediately.

Prior Year stock award grants were as follows:

On May 20, 2020, the Company issued an aggregate of 270,728 shares of common stock to various employees. These shares vested immediately.

On December 24, 2020, the Company issued an aggregate of 32,300 shares of common stock to various employees. These shares vested immediately.

Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following date exactly six months thereafter, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date.

Total compensation expense related to stock awards for the Current Year and Prior Year (inclusive of the amounts detailed above) was approximately $0.4 million and $0.6 million, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at December 31, 2021 amounts to $0.1 million and is expected to be recognized over a weighted average period of 1.25 years.

The following table provides information with respect to restricted stock purchased and retired by the Company during the Current Year and Prior Year:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Number of	​	​	​
​	​	​	​	​	​	​	Shares	​	​	​
​	​	​	​	​	​	​	Purchased as	​	​	​
​	​	​	​	​	​	​	Part of	​	​	​
​	​	Total Number	​	Actual		​	Publicly	​	Fair value of
​	​	of Shares	​	Price Paid		​	Announced	​	Re-Purchased
Date		Purchased		per Share			Plan		Shares
October 29, 2021 (i)		9,187	​		1.73		—	​		16,000
Total 2021		9,187	​	$	1.73		—	​	$	16,000
​	​	​	​	​	​	​	​	​	​	​
March 30, 2020 (i)		155,556	​	$	0.65		—	​	$	102,000
May 20, 2020 (i)		87,249	​		0.98		—	​		85,000
December 24, 2020 (i)		2,478	​		1.14		—	​		3,000
Total 2020		245,283	​	$	0.77		—	​	$	190,000

(i) The shares were exchanged from employees and directors in connection with the income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock or the receipt of stock awards. The 2011 Plan and 2021 Plan allow for award holders to surrender vested shares to cover withholding tax liabilities.

Shares Available Under the Company’s Equity Incentive Plans

At December 31, 2021, there were 4,000,000 shares of common stock available for award grants under the 2021 Plan.

Shares Reserved for Issuance

At December 31, 2021, there were 9,747,035 shares of common stock reserved for issuance, including 5,747,035 shares reserved pursuant to unexercised warrants and stock options previously granted under the 2011 Plan, and 4,000,000 shares available for issuance under the 2021 Plan.

Dividends

The Company has not paid any dividends to date.

X

- References

No definition available.

+ Details

Name:	us-gaap_StockholdersEquityNoteAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Name:	us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration