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 11 – SHARE-BASED COMPENSATION

Global 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 1,575,000 shares, thus bringing the total number of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) that may be issued pursuant to the Plan to 1,950,855.

On May 31, 2023, the shareholders of the Company approved the Company’s Board of Directors' proposal to increase the Company’s Plan by an additional 500,000 shares, thus bringing the total number of stock options, RSUs and RSAs that may be issued pursuant to the Plan to 2,450,855.

Under the terms 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 stock options and share awards granted under the stock option plan during the year ended December 31, 2023, and 2022 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants:

 

 

2023

 

 

2022

 

Risk-free interest rates

 

3.43% to 4.44%

 

 

 

3.61

%

Expected life

 

5 years

 

 

5 years

 

Expected volatility

 

41% to 186.14%

 

 

 

41.00

%

Expected dividend yield

 

 

0.00

%

 

 

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

 

 

931,934

 

 

$

5.88

 

 

 

8.91

 

 

$

203,295

 

Granted

 

 

717,250

 

 

 

2.56

 

 

 

 

 

Forfeited/Cancelled

 

 

(385,394

)

 

 

4.99

 

 

 

 

 

Exercised

 

 

(49,833

)

 

 

0.01

 

 

 

 

 

Balance at December 31, 2023

 

 

1,213,957

 

 

 

4.43

 

 

 

8.70

 

 

$

 

Exercisable at December 31, 2023

 

 

707,435

 

 

$

5.32

 

 

 

8.43

 

 

$

 

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

 

 

 

Weighted-Average

 

 

Non-vested Options

 

 

Grant Date Fair

 

 

Outstanding

 

 

Value

 

At January 1, 2023

 

 

507,664

 

 

$

2.64

 

Options granted

 

 

717,250

 

 

 

1.50

 

Options forfeited/cancelled

 

 

(331,200

)

 

 

2.12

 

Options exercised

 

 

(9,870

)

 

 

5.42

 

Options vested

 

 

(377,322

)

 

 

1.80

 

At December 31, 2023

 

 

506,522

 

 

$

1.67

 

 

 

NOTE 11 – SHARE-BASED COMPENSATION (CONTINUED)

For the years ended December 31, 2023, and 2022, the Company recognized $894,154 and $828,860 of stock compensation expense relating to stock options, respectively. As of December 31, 2023, there was $824,918 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 two years.

Restricted Stock Awards

In July 2019, the Board of Directors 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 vested 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

 

 

Restricted Stock

 

 

Grant Date Fair Value

 

 

 

Awards

 

 

Per Share

 

Outstanding at January 1, 2023

 

 

55,735

 

 

$

5.92

 

Granted

 

 

 

 

 

 

Forfeited/cancelled

 

 

 

 

 

 

Vested

 

 

(55,735

)

 

 

5.92

 

Outstanding at December 31, 2023

 

 

 

 

$

 

 

 

 

 

 

 

 

For the years ended December 31, 2023, and 2022, the Company recognized $297,354 and $1,301,599 of stock compensation expense relating to RSAs, respectively. As of December 31, 2023, there was $0 of unrecognized compensation expense related to unvested restricted share awards.

Restricted Stock Units

On June 14, 2022, the Board of Directors of the Company authorized the grant of 356,851 RSUs, of which 336,538 were granted to an officer of the Company who joined the Company in February 2022. Of the RSUs granted to the officer, 48,077 vested immediately and the balance of 288,461 vested 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.

On February 28, 2023, the Company issued 33,387 fully vested RSUs to an officer upon his one-year anniversary of employment.

On August 2, 2023, the Company issued 28,090 fully vested RSUs to an officer.

On August 16, 2023, the Company issued 400,000 RSUs which fully vested on September 7, 2023, to an advisor, and the Company also agreed to guarantee the minimum value of the RSUs on their vesting dates. The Company accrued $548,450 in accounts payable in the consolidated balance sheet, reflecting this minimum value obligation as of December 31, 2023.

The following table summarizes the restricted stock units activity:

 

 

 

 

 

 

 

 

Restricted Stock

 

 

 

 

 

 

Units

 

 

Value

 

Outstanding at January 1, 2023

 

 

72,957

 

 

$

4.44

 

Granted

 

 

580,227

 

 

 

1.58

 

Forfeited/cancelled

 

 

(127,605

)

 

 

3.25

 

Vested

 

 

(525,579

)

 

 

1.57

 

Outstanding at December 31, 2023

 

 

 

 

$

 

For the years ended December 31, 2023, and 2022, the Company recognized $782,175 and $1,406,548 of stock compensation expense relating to RSUs, respectively. As of December 31, 2023, there was no unrecognized compensation expense related to unvested RSUs.