Quarterly report pursuant to Section 13 or 15(d)

Share-based Compensation

v3.23.1
Share-based Compensation
3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation

NOTE 11 – SHARE-BASED COMPENSATION

Global Stock Incentive Plan

On May 31, 2022, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s Global Incentive Plan (the “Plan”) by 6,300,000 shares, thus bringing the total number of stock options and restricted stock units (“RSUs”) that may be issued pursuant to the Plan to 7,803,421.

Under the term of the Plan, on the grant date, the Board of Directors determines the vesting schedule of each stock option and RSUs on an individual basis. All stock options expire the earlier of (1) ten years from the date of the grant, (2) May 31, 2031 or (3) 90 days after the termination of employment of the grantee.

Stock Options

The fair value of options and share awards granted under the stock option plan during the three months ended March 31, 2023 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants:

 

 

January 2023

 

Risk-free interest rates

 

 

3.43

%

Expected life

 

5 years

 

Expected volatility

 

 

41.00

%

Expected dividend yield

 

 

0.00

%

 

The following table summarizes the stock option activity:

 

 

 

 

 

 

 

 

Weighted Average

 

 

Aggregate

 

 

Number of

 

 

Weighted Average

 

 

Remaining

 

 

Intrinsic

 

 

Options

 

 

Exercise Price

 

 

Contractual Term

 

 

Value

 

Balance at January 1, 2023

 

 

3,727,737

 

 

$

1.47

 

 

 

8.91

 

 

$

203,295

 

Granted

 

 

1,279,000

 

 

 

0.86

 

 

 

 

 

 

 

Forfeited/Cancelled

 

 

(204,384

)

 

 

1.92

 

 

 

 

 

 

 

Exercised

 

 

(99,903

)

 

0.002

 

 

 

 

 

 

 

Balance at March 31, 2023

 

 

4,702,450

 

 

 

1.31

 

 

 

9.05

 

 

$

307,549

 

Exercisable at March 31, 2023

 

 

1,906,415

 

 

$

1.54

 

 

 

8.70

 

 

$

113,427

 

 

 

The following table summarizes the Company’s non-vested stock options:

 

 

 

 

 

Weighted-Average

 

 

Non-vested Options

 

 

Grant Date Fair

 

 

Outstanding

 

 

Value

 

At January 1, 2023

 

 

2,030,654

 

 

$

0.66

 

Options granted

 

 

1,279,000

 

 

 

0.35

 

Options forfeited/cancelled

 

 

(189,198

)

 

 

0.63

 

Options vested

 

 

(324,421

)

 

 

0.55

 

At March 31, 2023

 

 

2,796,035

 

 

$

0.48

 

 

For the three months ended March 31, 2023 and 2022, the Company recognized $216,424 and $104,402 of stock compensation expense relating to stock options, respectively. As of March 31, 2023, there was $1,312,643 of unrecognized stock compensation expense related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 2.2 years.

 

Restricted Stock Awards

In July 2019, the Board of Directors of the Company authorized grants of restricted stock awards (“RSAs”) through a restricted stock award purchase agreement to certain founders, consultants, and advisors of the Company. Certain grants to the Company’s founders were fully vested at the date of incorporation, other grants vest over a four-year period on each anniversary of the grant date, based on continued employment, and other grants vest based on various milestones. The shares of common stock underlying the RSAs are issued upon grant.

The following table summarizes the restricted stock awards activity:

 

 

 

 

 

 

Weighted-Average

 

 

 

Non-vested Options

 

 

Grant Date Fair

 

 

 

Outstanding

 

 

Value

 

Outstanding at January 1, 2023

 

 

222,938

 

 

$

1.48

 

Granted

 

 

 

 

 

 

Forfeited/cancelled

 

 

 

 

 

 

Vested

 

 

(92,112

)

 

 

1.45

 

Outstanding at March 31, 2023

 

 

130,826

 

 

$

1.49

 

 

For the three months ended March 31, 2023 and 2022, the Company recognized $120,891 and $144,585 of stock compensation expense relating to RSAs, respectively. As of March 31, 2023, there was $191,740 of unrecognized compensation expense related to unvested restricted share awards that is expected to be recognized over a weighted-average period of approximately four months.

Restricted Stock Units

On June 14, 2022, the Board of Directors of the Company authorized the grant of 1,427,404 RSUs, of which 1,346,154 were granted to an officer of the Company who joined the Company in February 2022. Of the RSUs granted to the officer, 192,308 vested immediately and the balance of 1,153,846 will vest in equal quarterly installments through February 28, 2023. Under the terms of the officer’s employment agreement, the Company also agreed to guarantee the minimum value of the RSUs on their vesting dates. The Company accrued an amount of $201,282 in accrued expenses in the condensed consolidated balance sheet, reflecting this minimum value obligation as of March 31, 2023.

On February 28, 2023, the Company issued 133,547 fully vested RSUs to an officer upon his one year anniversary of employment.

The following table summarizes the restricted stock units activity:

 

 

Outstanding

 

 

Value

 

Outstanding at January 1, 2023

 

 

291,827

 

 

$

1.11

 

Granted

 

 

608,547

 

 

 

0.83

 

Forfeited/cancelled

 

 

 

 

 

 

Vested

 

 

(393,082

)

 

 

1.06

 

Outstanding at March 31, 2023

 

 

507,292

 

 

$

0.81

 

 

For the three months ended March 31, 2023 and 2022, the Company recognized $286,109 and $0 of stock compensation expense relating to RSUs, respectively. As of March 31, 2023, there was $363,776 of unrecognized compensation expense related to unvested restricted share units that is expected to be recognized over a period of 3.5 years.