STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | NOTE 14. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common Stock During the three months ended March 31, 2021, the Company issued 11,301 11,301 1.70 3.96 27 During the three months ended March 31, 2021, the Company issued 200,000 200,000 During the three months ended March 31, 2021, the Company issued 22,500 30,000 7,500 57 During the three months ended March 31, 2021, 22,755 Preferred Stock At March 31, 2021 and 2020, the Company had 5,000,000 0.001 no Subsequent to March 31, 2021, the Company sold 440,000 11,000 Stock Option Plan On September 17, 2007, the Company’s Board of Directors and stockholders adopted the Company’s 2007 Incentive Stock and Awards Plan, which was subsequently amended on November 5, 2008, February 26, 2012, July 18, 2012, May 2, 2013 and September 27, 2013 (as amended, the “2007 Plan”). The 2007 Plan reached its term in September 2017, and we can no longer issue additional awards under this plan, however, options previously issued under the 2007 Plan will remain outstanding until they are exercised, reach their maturity or are otherwise cancelled/forfeited. On June 13, 2017, the Company’s Board of Directors and stockholders adopted the Company’s 2017 Incentive Stock and Awards Plan (the “2017 Plan” together with the 2007 Plan, the “Plans”). As of March 31, 2021, the 2017 Plan provides for the issuance of a maximum of 2,000,000 4,077 Stock Options A summary of stock option activity under the Plans for the three months ended March 31, 2021 is as follows: SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Shares Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life Aggregate Intrinsic Value Options outstanding - January 1, 2021 3,030,033 $ 5.43 Options granted 67,000 $ 8.07 Options exercised (11,301 ) $ 2.42 Options cancelled/forfeited (28,195 ) $ 5.45 Options outstanding - March 31, 2021 3,057,537 $ 5.50 5.54 $ 5,287 Options exercisable 2,169,441 $ 4.85 5.04 $ 4,944 Options vested and expected to vest 2,968,979 $ 5.45 5.50 $ 5,254 The aggregate intrinsic value in the table above represents the total pre-tax amount of the proceeds, net of exercise price, which would have been received by option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price on March 31, 2021, based on the closing price of the Company’s common stock of $ 6.75 During the three months ended March 31, 2021, the Company granted stock options to certain employees and a consultant. The stock options were granted with an exercise price equal to the current market price of the Company’s common stock, as reported by the securities exchange on which the common stock was then listed, at the grant date and have contractual terms of 10 . Vesting terms for options granted to employees and consultants during the three months ended March 31, 2021 were as follows: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans) and in the event of certain modifications to the option award agreement. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The expected term of options granted to employees and directors was determined in accordance with the “simplified approach,” as the Company has limited, relevant, historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. For option grants to employees and directors, the Company assigns a forfeiture factor of 10%. These factors could change in the future, which would affect the determination of stock-based compensation expense in future periods. Utilizing these assumptions, the fair value is determined at the date of grant. The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2021 Weighted-average fair value of options granted $ 4.96 Expected terms (in years) 6.11 Expected volatility 69 % Risk-free interest rate 0.39 0.45 % Dividend yield - The following table summarizes information about stock options outstanding and exercisable at March 31, 2021: SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.47 2.60 760,318 5.38 $ 2.06 750,557 $ 2.06 $ 2.76 4.66 513,628 5.51 $ 3.98 442,498 $ 3.97 $ 5.49 6.36 470,350 6.84 $ 6.12 320,023 $ 6.13 $ 6.64 8.99 1,313,241 5.18 $ 7.86 656,363 $ 7.99 $ 1.47 8.99 3,057,537 5.54 $ 5.50 2,169,441 $ 4.85 As of March 31, 2021, there was approximately $ 2,582 4.59 452 263 The intrinsic value of options exercised during the three months ended March 31, 2021 was $ 63 Restricted Stock Units RSU awards are granted subject to certain vesting requirements and other restrictions, including performance and market-based vesting criteria. The grant date fair value of the RSUs, which has been determined based upon the market value of the Company’s common stock on the grant date, is expensed over the vesting period of the RSUs. During the three months ended March 31, 2021, 300,000 2,670 A summary of the Company’s RSU activity and related information for the three months ended March 31, 2021 is as follows: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2021 1,601,509 $ 3.14 RSUs granted 300,000 $ 8.90 RSUs vested (252,755 ) $ 2.38 RSUs cancelled/forfeited - - RSUs unvested at March 31, 2021 1,648,754 $ 4.30 As of March 31, 2021, the total unrecognized compensation expense related to unvested RSUs was approximately $ 3,687 0.82 346 259 Warrants From time to time, the Company issues warrants to purchase shares of the Company’s common stock to investors, lenders, underwriters and other non-employees for services rendered or to be rendered in the future, or pursuant to settlement agreements. A summary of warrant activity for the three months ended March 31, 2021 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Shares Subject to Warrants Outstanding Weighted Avg. Exercise Price Warrants outstanding - January 1, 2021 780,386 $ 2.12 Granted - - Exercised - - Expired - - Warrants outstanding and exercisable - March 31, 2021 780,386 $ 2.12 Weighted average remaining contractual life of the outstanding warrants in years - March 31, 2021 3.28 Warrants outstanding and exercisable as of March 31, 2021 are as follows: SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS EXERCISABLE Warrant Series Issue Date Warrants Outstanding Exercise Price Expiration Date Lender warrants 5/11/2015 125,000 $ 1.79 5/11/2025 Settlement warrants 8/16/2016 40,000 $ 3.75 8/16/2021 Lender warrants 7/19/2017 615,386 $ 2.08 7/19/2024 780,386 $ 2.12 Subsidiary Stock-Based Transactions The Company recognized $57 in stock-based compensation expense related to subsidiary stock options during the three months ended March 31, 2021. Stock-Based Compensation Summary The Company recorded stock-based compensation related to equity instruments granted to employees, directors and consultants as follows: SCHEDULE OF STOCK BASED COMPENSATION GRANTED TO EMPLOYEES DIRECTORS CONSULTANTS For the Three Months 2021 2020 Employees - selling, general and administrative $ 755 $ 436 Directors - selling, general and administrative 100 97 Total $ 855 $ 533 |