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Stockholders’ Equity
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders’ Equity

9 – Stockholders’ Equity

 

The Company is authorized to issue an aggregate of 220,000,000 shares of capital stock, par value $0.001 per share, consisting of 200,000,000 shares of common stock and 20,000,000 shares of preferred stock.

  

As of June 30, 2024, the Company has issued 26,025 shares of common stock for the payment of $75,811 in interest applied to the 3i Note. As of June 30, 2024, the Company has sold 433,591 shares of common stock for an aggregate amount of $828,492 of which $418,511 was used to repay a portion of the balance under the 3i Note, consisting of $365,671 to the loan principal, $32,910 to interest and $19,929 as a redemption premium.

 

On May 2, 2024, at the closing price of $2.09 per share, the Company agreed to issue 100,000 shares of common stock valued at $209,000 as well as $100,000 in cash as part of a settlement agreement for a total value of $309,000.

 

On March 31, 2023, at the closing price of $4.84 per share, the Company issued 52,000 shares of common stock as part of a settlement agreement for a total value of $251,680.

 

On January 16, 2023, at the closing price of $4.54 per share, the Company issued 7,936 shares of common stock for stock-based compensation that had been accrued in 2023, for a total value of $36,029.

 

As of June 30, 2024 and December 31, 2023, 7,559,530 and 6,922,912 shares, respectively, of common stock were issued and outstanding. No shares of preferred stock have been issued.

 

A holder of common stock is entitled to one vote for each share of common stock. The holders of common stock have no conversion, redemption or preemptive rights and shall be entitled to receive dividends when, as, and if declared by the board of directors. Upon dissolution, liquidation, or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, subject to the rights, if any, of the holders of any class or series stock having a preference over the right to participate with common stock with respect to the distribution of assets of the Company upon such dissolution, liquidation, or winding up of the Company, the holders of common stock shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares of common stock held.

 

Since no shares of preferred stock have been issued, no rights and privileges of preferred stockholders have been defined.

 

Warrants/Options

 

During the six months ending June 30, 2024, 7,535 warrants exercisable at $3.32 per share were exercised using the cashless conversion option which resulted in the issuance of 1,606 shares of common stock. This leaves 514,290 warrants remaining with an exercise price of $3.32. As part of a settlement agreement on May 2, 2024, the Company agreed to modify the exercise price of 88,803 shares from $9.10 to $4.50.

 

During the six months ended June 30, 2023, 15,000 warrants exercisable at $3.32 per share were exercised on a cash basis which resulted in the issuance of 15,000 shares of common stock. In addition, 22,606 warrants exercisable at $3.32 per share were exercised using the cashless conversion option, which resulted in the issuance of 10,151 shares of common stock. This leaves 521,825 warrants remaining with an exercise price of $3.32.

 

During the six months ended June 30, 2023, 73,000 warrants exercisable at $2.90 per share were exercised using the cashless conversion option which resulted in the issuance of 31,102 shares of common stock. This leaves 78,000 warrants remaining with an exercise price of $2.90.

 

As of June 30, 2024 and December 31, 2023, a total of 765,295 and 772,830 warrants were issued and outstanding, respectively. As of June 30, 2024 and December 31, 2023, a total of 30,000 options, which were not issued under a specified plan, were outstanding. Below is a summary of warrants and stock options issued and outstanding as of June 30, 2024:

         
Number of Warrants / Non-plan Options   Exercise Price   Weighted Average Remaining Life (Years)
78,000     $2.90   0.36
544,290  (1)   $3.32   7.01
88,803     $4.50   2.75
25,000     $5.00   1.11
59,202     $9.10   2.75
795,295          

 

(1)Includes 514,290 warrants and 30,000 non-plan options

 

See Note 11 – “Stockholders’ Equity” in the Company’s consolidated financial statements in Part IV of the Annual Report for further information regarding the Company’s outstanding warrants and stock options.

 

Equity Plans

 

As of June 30, 2024, the Company had adopted two stock-based compensation plans, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan.

 

During the three months ended June 30, 2024, the Company granted 0 RSUs, granted 0 options, and canceled 2,500 options under the 2021 Incentive Award Plan. During the six months ended June 30, 2024, the Company granted 15,865 RSUs, granted 104,500 options, and canceled 5,000 options under the 2021 Incentive Award Plan. The compensation costs that have been charged against operations were $123,069 and $0 for the three months ended June 30, 2024 and 2023, and were $438,923 and $0 for the six months ended June 30, 2024 and 2023.

 

No shares have been issued to date under the 2021 Employee Stock Purchase Plan.

 

See Note 11 – “Stockholders’ Equity” in the Company’s consolidated financial statements in Part IV of the Annual Report for further information regarding the 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan.

 

2021 Incentive Award Plan

 

The purpose of the Company’s 2021 Incentive Award Plan is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Various stock-based awards may be granted under the 2021 Incentive Award Plan to eligible employees, consultants, and non-employee directors. The number of shares issued under the 2021 Incentive Award Plan is subject to limits and is adjusted annually. As of June 30, 2024, the aggregate number of shares that can be issued under the 2021 Incentive Award Plan is 1,795,768, of which 1,174,500 options and 64,645 RSUs have been granted.

 

2021 Employee Stock Purchase Plan

 

The purpose of the Company’s 2021 Employee Stock Purchase Plan is to assist eligible employees of the Company in acquiring a stock ownership in the Company and to help such employees provide for their future security and to encourage them to remain in the employment of the Company. The 2021 Employee Stock Purchase Plan consists of a Section 423 Component and Non-Section 423 Component. The Section 423 Component is intended to qualify as an employee stock purchase plan and authorizes the grant of options. Options granted under the Non-Section 423 Component are granted pursuant to separate offerings containing sub-plans. Option awards are generally granted with an exercise price equal to 85% of the lesser of the fair market value of a share on (a) the applicable grant date and (b) the applicable exercise date, or such other price as designated by the administrator, provided that in no event shall the option price be less that the per share par value price. The maximum number of shares granted under the 2021 Employee Stock Purchase Plan may not exceed 2,500,000 shares.

 

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements as adequate historical experience is not available to provide a reasonable estimate. Expected term is calculated based on the simplified method as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and have no foreseeable plans to pay dividends.

 

The Company has computed the fair value of all options granted through June 30, 2024 using the following assumptions:

   
Expected volatility 110.51 %
Expected dividends None  
Expected term (in years) 4.87  
Risk free rate 3.35 %

 

The following table summarizes the Company’s stock option activity under the 2021 Incentive Award Plan:

                     
    Number of Options   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term (Years)   Aggregate Intrinsic Value (1) 
Outstanding at beginning of period    1,177,000   $3.75    —   $— 
Granted    —    3.45    —    — 
Exercised    —    —    —    — 
Forfeited    2,500    —    —    — 
Outstanding at end of period    1,174,500   $3.75    8.96   $— 
Exercisable at end of period    1,012,222   $3.62    8.90   $— 

 

(1)The aggregate intrinsic value of options outstanding and options exercisable at beginning of period and as of June 30, 2024 is $0, as all options are out of the money.

 

During the three and six months ended June 30, 2024, the weighted-average grant-date fair value of the options granted to employees and non-employees was $0 and $312,873, and was $0 and $0 for the three and six months ended June 30, 2023. Unrecognized compensation expense related to employees and non-employees was $687,397 as of December 31, 2023. The options granted in May 2022 were vested 100% at time of grant. The options granted in August 2023 began to vest in equal quarterly installments beginning September 30, 2023 and ending June 30, 2026. The options granted in March 2024 vested 50% at time of grant with the remaining shares vesting in 12 equal consecutive quarterly installments commencing June 30, 2024 and becoming fully vested on March 31, 2027.

 

The following table summarizes the Company’s RSU activity under the 2021 Incentive Award Plan:

          
   Number of restricted stock awards   Weighted average grant-date fair value 
Nonvested at beginning of year  $36,585   $179,998 
Granted   15,865    72,027 
Vested   (11,889)   (54,021)
Forfeited   —    — 
Nonvested as of June 30, 2024  $40,551   $198,004 

 

There was $35,585 of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period of up to 0.16 years.

 

Common Stock Reserved for Future Issuance

 

The following is a summary of common stock shares reserved for future issuance as of June 30, 2024:

     
Exercise of warrants   765,295 
Exercise of options unrelated to any Plan   30,000 
Exercise of stock options – 2021 Incentive Award Plan   1,174,500 
Exercise of restricted stock units – 2021 Incentive Award Plan   40,551 
Total shares of common stock reserved for future issuances   2,010,346