SHAREHOLDERS’ EQUITY | NOTE 8 - SHAREHOLDERS’ EQUITY Common Stock Authorized shares The Company’s Certificate of Incorporation authorizes the Company to issue up to 200,000,000 26,996,740 26,788,986 Common Stock Issued for Cash Upon Closing of the Company’s Private Placements In May and June 2023, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain investors pursuant to which the Company agreed to sell and issue shares of its common stock in two private placement transactions. The Company agreed to extend certain commitments under the Purchase Agreement totaling $ 24,000 In November 2023, the Company agreed to extend the funding deadline for $ 2,000 of the remaining aggregate investment amounts to March 31, 2024. The investor who was obligated to fund $ 22,000 of the remaining committed investment amounts has not made such payments and has indicated that he does not intend to comply with his investment commitments under the Purchase Agreements. The Company is currently evaluating its potential remedies with respect to this investor’s non-compliance with his contractual obligations to the Company. Grant of Restricted Stock Units (RSU) The following table summarizes restricted common stock activity during the three months ended March 31, 2024: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Fair Value Weighted Non-vested, December 31, 2023 57,900 $ 1,103 $ 22.40 Granted 130,690 852 6.52 Vested (131,267 ) (989 ) 7.53 Forfeited — — — Non-vested, March 31, 2024 57,323 $ 966 $ 16.85 During the three months ended March 31, 2024, the Board approved the issuance of a combined total of 130,690 852 577 During the three months ended March 31, 2024, the 989 966 Stock Options In August 2009, the Board approved the adoption of the 2009 Equity Incentive Plan (“the 2009 Plan”). The 2009 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 6,166,666 In September 2018, the Board approved the adoption of the 2019 Equity Incentive Plan (“the 2019 Plan”). The 2019 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. The 2019 Plan allows for the following types of awards: (i) incentive stock options (“ISOs”); (ii) nonstatutory stock options (“NSOs”); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock unit awards (“RSUs”); (vi) other stock awards. The maximum number of shares of our common stock that may be issued under our 2019 Plan is 2,059,073 3,774,260 5,833,333 1,632,314 In June 2022, the Board approved the adoption of the 2022 Plan. The 2022 Plan provides for the grant of ISOs to employees, including employees of any parent or subsidiary, and for the grant of NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. The 2022 Plan is a successor to the 2019 Plan. No further grants will be made under the 2019 Plan. The maximum number of shares of the Company’s common stock under the 2022 Plan that may be issued is 2,800,000 5 no 1,922,212 1,339,449 3,261,661 In September 2023, the Board approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 no 555,700 Option exercise prices are set forth in the grant notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of (i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The table below summarizes the Company’s stock option activities for the three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2023 5,118,920 $ 6.00 24.75 $ 9.76 Granted — — — Cancelled — — — Exercised — — — Expired — — — Balance, March 31, 2024 5,118,920 $ 6.00 24.75 $ 9.76 Vested and exercisable, March 31, 2024 3,855,160 $ 6.00 10.50 $ 6.09 Unvested, March 31, 2024 1,263,760 $ 6.00 24.75 $ 20.91 The following table summarizes information concerning outstanding and exercisable options as of March 31, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 6.00 3,878,133 4.30 $ 6.00 3,763,653 4.20 $ 6.00 6.01 10.50 90,099 1.78 9.52 90,099 1.78 9.52 10.51 24.75 1,150,688 9.45 22.26 1,408 9.44 22.40 $ 6.00 24.75 5,118,920 5.43 $ 9.76 3,855,160 4.14 $ 6.09 During the three months ended March 31, 2024, the Company extended the option term for two option holders for an additional year through December 31, 2024. The total number of shares that were extended was 51,581 303 9.00 10.50 6.00 2,733 2,689 11 During the three months ended March 31, 2024, the Company recorded $ 1,489 18,090 1,645 At the time of the issuances of stock options, the Company believed the Company’s estimates of the fair value for financial reporting purposes of the Company’s common stock were reasonable and consistent with the Company’s understanding of how similarly situated companies in the industry were valued. Stock Warrants The table below summarizes the Company’s warrants activities for the three months ended March 31, 2024: SCHEDULE OF WARRANTS ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2023 512,759 $ 3.00 10.50 $ 7.14 Granted — — — Cancelled — — — Exercised (76,487 ) 9.00 9.00 Expired (38,297 ) 9.00 10.50 9.15 Balance, March 31, 2024 397,975 $ 3.00 9.00 $ 6.59 Vested and exercisable, March 31, 2024 397,975 $ 3.00 9.00 $ 6.59 The following table summarizes information concerning outstanding and exercisable warrants as of March 31, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 3.00 133,333 2.92 $ 3.00 133,333 2.92 $ 3.00 3.01 9.00 264,642 2.89 8.40 264,642 2.89 8.40 $ 3.00 9.00 397,975 2.90 $ 6.59 397,975 2.90 $ 6.59 During the three months ended March 31, 2024, warrant holders exercised 76,487 9.00 688 The aggregate intrinsic value for warrant shares outstanding at March 31, 2024 was $ 457 |