Annual report pursuant to Section 13 and 15(d)

SHARE-BASED COMPENSATION

v3.24.1
SHARE-BASED COMPENSATION
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION

NOTE 12. SHARE-BASED COMPENSATION

On May 10, 2018, the Board ratified and confirmed the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan is a broad-based plan under which shares of our common stock are authorized for issuance for awards, including stock options, stock appreciation rights, restricted stock, and cash incentive awards to members of our Board, executive officers, employees and independent contractors. At December 31, 2023, a total of 8,550,750 shares of our common stock were authorized for issuance. At December 31, 2023, 873,899 shares remained available for issuance as new awards under the 2014 Plan.

Stock Options

During the years ended December 31, 2023 and 2022, we issued 445,000 and 740,000 options to purchase our common stock, respectively, to executive officers, employees and independent contractors. The fair value of all stock options granted for the years ended December 31, 2023 and 2022, was determined to be $470,205 and $1,497,473, respectively, using the Black-Scholes option pricing model with the following assumptions:

 

 

 

Options Issued For the Twelve Months Ended December 31, 2023

 

Options Issued For the Twelve Months Ended December 31, 2022

Dividend yield

 

0%

 

0%

Expected volatility

 

55.56% - 62.43%

 

59.25% - 60.70%

Risk-free interest rate

 

3.82% - 4.66%

 

1.37% - 3.90%

Expected life (years)

 

5.00

 

5.00

 

 

A summary of stock option activity is as follows:

 

 

 

Common
Stock
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Aggregate
Intrinsic
Value

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

Outstanding – December 31, 2022

 

 

1,619,881

 

 

$

2.61

 

 

$

(267,418

)

 

 

2.74

 

Issued

 

 

445,000

 

 

$

1.87

 

 

$

 

 

 

 

Exercised

 

 

(289,500

)

 

$

1.30

 

 

$

(174,076

)

 

 

 

Forfeited or expired

 

 

(235,380

)

 

$

2.34

 

 

$

 

 

 

 

Outstanding – December 31, 2023

 

 

1,540,001

 

 

$

2.70

 

 

$

(1,233,541

)

 

 

2.96

 

Exercisable – December 31, 2023

 

 

741,657

 

 

$

2.67

 

 

$

(570,038

)

 

 

1.70

 

 

A summary of unvested stock option activity is as follows:

 

 

 

Common
Stock
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Aggregate
Intrinsic
Value

 

 

Weighted-
Average
Remaining
Contractual
Term (Years)

 

Unvested– December 31, 2022

 

 

934,999

 

 

$

1.97

 

 

$

873,958

 

 

 

3.45

 

Granted

 

 

445,000

 

 

$

1.87

 

 

$

 

 

 

 

Vested

 

 

(511,651

)

 

$

3.25

 

 

$

 

 

 

 

Forfeited

 

 

(70,004

)

 

$

3.49

 

 

$

 

 

 

 

Unvested – December 31, 2023

 

 

798,344

 

 

$

2.73

 

 

$

(662,626

)

 

 

2.00

 

 

As of December 31, 2023, our unrecognized share-based compensation expense associated with the stock options issued was $344,174, which is expected to be amortized over a weighted-average period of 2.82 years.

 

Restricted Stock Units

During the year ended December 31, 2023, we issued an aggregate of 119,841 restricted shares of our common stock valued at $283,984 to our board members in consideration of their service on the Board. These shares vested immediately on the grant date. As of December 31, 2023, there were 2,723,356 restricted shares outstanding.

During the year ended December 31, 2023, Mr. Cravens received 20,000 shares of restricted shares of our common stock, valued at $50,000, cliff vested at the end of the one-year period beginning March 16, 2023. As a result of Mr. Cravens' departure on November 10, 2023, none of these shares became vested.

At December 31, 2023 and 2022, unvested restricted shares were 25,001 and 50,001 respectively. There were no forfeitures of vested restricted shares in 2023 or 2022.

Option Surrender

The Company's 2014 Equity Plan allows option holders to satisfy the exercise price of stock options, and the related tax withholding resulting from such exercise, by cash and by other means of "cashless" exercise, including: (a) by tendering, either actually or by attestation, shares of stock; (b) by irrevocably authorizing a third party to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the option and to remit to the Company a sufficient portion of the sale proceeds to pay the exercise price and any tax withholding resulting from such exercise; (c) with respect to options, payment through a net exercise such that, without the payment of any funds, the option holder may exercise the option and receive the net number of shares of stock equal in value to (i) the number of shares of stock as to which the option is being exercised, multiplied by (ii) a fraction, the numerator of which is the fair market value less the exercise price, and the denominator of which is such fair market value (the number of net shares of stock to be received shall be rounded down to the nearest whole number of shares of stock); (d) by personal, certified or cashiers’ check; (e) by other property deemed acceptable by the committee administering the 2014 Equity Plan; or (f) by any combination thereof.

 

On June 23, 2022, pursuant to the 2014 Equity Plan and a Stock Option Grant Notice and Stock Option Agreement dated November 13, 2023, Mr. Cravens exercised options and satisfied the exercise price and applicable tax withholding through a net settlement by

surrendering to the Company options to purchase shares having a fair market value equal to the sum of the exercise price and the taxes. The exercise price and related tax withholding totaled $1,280,133 and was recorded as a reduction to additional paid-in capital and common stock.