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Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

7. Stock-Based Compensation

Stock Incentive Plan

On November 2, 2010, the Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (“2010 Stock Plan”) for the issuance of up to 343 shares of Common Stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. From time to time the number of shares authorized for awards was increased such that 16,000 were authorized as of September 5, 2019. The exercise price of stock options under the 2010 Stock Plan was determined by the compensation committee of the Board of Directors and could be equal to or greater than the fair market value of the Company’s Common Stock on the date the option was granted. Options become exercisable over various periods from the date of grant and expire between five and ten years after the grant date. As of December 31, 2024, there were 7,670 options issued and outstanding under the 2010 Stock Plan. There are no shares available to be issued under this plan. Only options were issued under the plan.

On September 17, 2020, the stockholders approved and adopted the 2020 Stock Incentive Plan ("2020 Stock Plan") for the issuance of up to 16,000 shares of Common Stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. The number of shares authorized for awards under the 2020 Stock Plan was increased such that 2,500,000 shares were authorized as of December 31, 2024. As of December 31, 2024, there were 167,364 options issued and outstanding under the 2020 Stock Plan. Only options have been issued under the plan.

In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee. Stock option forfeitures are recognized as incurred. The fair value of the stock-based payment is recognized over the stated vesting period.

The Company has applied fair value accounting for all stock-based payment awards since inception. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used for the years ended December 31, 2024 and 2023 are as follows:


		Year ended December 31,
		2024			2023
Exercise price		$	5.25		$	14.75
Expected dividends			0	%		0	%
Expected volatility			93.38	%		90	%
Risk free interest rate			3.88	%		4.02	%
Expected life of option (years)			4.26			4.25

Expected dividends —The Company has never declared or paid dividends on its common stock and has no plans to do so in the foreseeable future.

Expected volatility—Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The expected volatility assumption is derived from the historical volatility of the Company’s common stock over a period approximately equal to the expected term.

Risk-free interest rate—The assumed risk-free rate used is a zero coupon U.S. Treasury security with a maturity that approximates the expected term of the option.

Expected life of the option—The period of time that the options granted are expected to remain unexercised. Options granted during the years ended 2024 and 2023 have a maximum term of seven years. The Company estimates the expected life of the option term based on the weighted average life between the dates that options become fully vested and the maximum life of options granted.

7. Stock-Based Compensation – (continued)

The Company records stock-based compensation based upon the stated vesting provisions in the related agreements. The vesting provisions for these agreements have various terms as follows:

●

immediate vesting,

●

in full on one-year anniversary date of grant date,

●

half vesting immediately and remaining over three years,

●

quarterly over three years,

●

annually over three years,

●

one-third immediate vesting and remaining annually over two years,

●

one-half immediate vesting and remaining over nine months,

●

one-quarter immediate vesting and remaining over three years,

●

one-quarter immediate vesting and remaining over 33 months,

●

monthly over one year, and

●

monthly over three years.

During the years ended December 31, 2024 and 2023, the Company granted 420 and 87,800, respectively, options to purchase shares of common stock to employees and directors having an approximate fair value of $1,500 and $0.9 million, respectively, based upon the Black-Scholes option pricing model, respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the years ended December 31, 2024 and 2023 was $462,000 and $373,000, respectively. Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the years ended December 31, 2024 and 2023 was $209,000 and $179,000, respectively.

7. Stock-Based Compensation – (continued)

A summary of stock option activity for the years ended December 31, 2024 and 2023 is as follows:


				Weighted			Weighted Average		Aggregate
				Average Exercise			Remaining		Intrinsic
		Options		Price			Contractual Life		Value
Balance - December 31, 2022		91,862		$	90.47		6.44 years		$	—

Granted		87,801			14.75
Expired		(4,181)			387.60
Forfeited		(433)			27.79
Balance - December 31, 2023		175,049			45.55		7.70 years			—

Granted		420			5.25
Expired		(435)			3,498.79
Forfeited		—			—

Balance -December 31, 2024 - outstanding		175,034		$	36.88		6.72 years		$	—

Balance - December 31, 2024 - exercisable		107,759		$	50.73		5.97 years		$	—

Grant date fair value of options granted - December 31, 2024				$	1,526

Weighted average grant date fair value - December 31, 2024				$	3.63

Grant date fair value of options granted - year ended December 31, 2023				$	873,140

Weighted average grant date fair value - year ended December 31, 2023				$	0.40

The options outstanding and exercisable at December 31, 2024 are as follows:

Options Outstanding

Options Exercisable

Weighted

Weighted

Weighted

Average

Weighted

Average

Average

Remaining

Average

Remaining

Range of

Exercise

Contractual

Exercise

Contractual

Exercise Price

Options

Price

Life

Options

Price

Life

$

0.00 – $100.00

161,503

$

18.28

7 years

94,228

$

20.82

7 years

101.00 – $200.00

13,427

114.61

2 years

13,427

114.61

2 years

18,900.00 – $18,900.00

104

18,900.00

1 years

104

18,900.00

1years

7. Stock-Based Compensation – (continued)

As of December 31, 2024, total unrecognized stock-based compensation expense related to stock options was $596,000 which is expected to be expensed through September 2026.

The FASB’s guidance for stock-based payments requires cash flows from excess tax benefits to be classified as a part of cash flows from operating activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. The Company did not record any excess tax benefits in 2024 or 2023. Cash received from option exercises under the Company’s stock-based compensation plans for the years ended December 31, 2024 and 2023 was zero.