STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | NOTE 14. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Preferred Stock At September 30, 2022 and December 31, 2021, the Company had 5,000,000 0.001 no Common Stock During the nine months ended September 30, 2022, the Company issued 53,594 125,000 2.40 36,014 35,392 295,000 During the nine months ended September 30, 2022, the Company issued 4,054 15,995 7.07 11,941 During the nine months ended September 30, 2022, the Company issued 3,275 7,000 3,275 1.70 3.95 During the nine months ended September 30, 2022, 50,000 29,395 20,605 162,000 During the nine months ended September 30, 2022, 50,000 24,077 25,923 204,000 During the nine months ended September 30, 2022, 35,000 20,298 14,702 116,000 During the nine months ended September 30, 2022, 50,000 36,851 13,149 99,000 During the nine months ended September 30, 2022, 35,693 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 which was subsequently amended on June 3, 2021 (as amended, the “2017 Plan” together with the 2007 Plan, the “Plans”). As of September 30, 2022, the 2017 Plan provides for the issuance of a maximum of 6,000,000 2,058,280 Stock Options A summary of stock option activity under the Plans for the nine months ended September 30, 2022 is as follows: SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Weighted Average Weighted Average Aggregate Options outstanding – January 1, 2022 3,039,546 $ 5.52 Options granted 323,250 $ 7.30 Options exercised (144,270 ) $ 2.92 Options cancelled/forfeited (47,500 ) $ 7.41 Options outstanding – September 30, 2022 3,171,026 $ 5.79 4.59 $ 19,919,000 Options exercisable 2,462,904 $ 5.33 4.19 $ 16,609,000 Options vested and expected to vest 3,037,832 $ 5.72 4.57 $ 19,314,000 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 shares underlying options with an exercise price lower than the market price on September 30, 2022, based on the closing price of the Company’s common stock of $ 12.07 During the nine months ended September 30, 2022, the Company granted stock options to certain employees. 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 ten years Vesting terms for options granted to employees during the three and nine months ended September 30, 2022 included the following vesting schedule: 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 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 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 2022 Weighted-average fair value of options granted $ 4.49 Expected terms (in years) 6.11 Expected volatility 68 70 % Risk-free interest rate 1.54 3.19 % Dividend yield - The following table summarizes information about stock options outstanding and exercisable at September 30, 2022: 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 2.23 595,612 4.74 $ 1.97 595,612 $ 1.97 $ 2.40 3.50 53,568 5.80 $ 3.00 44,162 $ 2.90 $ 3.95 370,000 3.50 $ 3.95 370,000 $ 3.95 $ 4.08 6.30 578,850 4.61 $ 5.76 540,006 $ 5.82 $ 6.75 7.30 413,000 7.91 $ 7.18 237,250 $ 7.29 $ 7.37 7.79 287,323 5.97 $ 7.54 140,073 $ 7.47 $ 7.87 600,000 2.83 $ 7.87 300,000 $ 7.87 $ 7.89 8.75 82,673 3.06 $ 8.06 52,051 $ 8.15 $ 8.98 10,000 8.34 $ 8.98 3,750 $ 8.98 $ 8.99 180,000 0.59 $ 8.99 180,000 $ 8.99 $ 1.47 8.99 3,171,026 4.59 $ 5.79 2,462,904 $ 5.33 As of September 30, 2022, there was approximately $ 1,830,000 4.34 241,000 771,000 355,000 1,376,000 The intrinsic value of options exercised during the nine months ended September 30, 2022 was $ 794,000 Restricted Stock Units/Performance 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. A summary of the Company’s RSU activity (including performance stock units) and related information for the nine months ended September 30, 2022 is as follows: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of RSUs Weighted RSUs unvested – January 1, 2022 2,233,202 $ 6.78 RSUs granted 65,615 $ 7.62 RSUs vested (220,693 ) $ 6.60 RSUs cancelled/forfeited - - RSUs unvested – September 30, 2022 2,078,124 $ 6.82 As of September 30, 2022, the total unrecognized compensation expense related to unvested RSUs was approximately $ 5,755,000 0.85 1,691,000 5,170,000 1,340,000 2,167,000 Warrants From time to time, the Company has issued 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 nine months ended September 30, 2022 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Shares Weighted Average Warrants outstanding – January 1, 2022 373,847 $ 2.08 Granted - Exercised - Expired - Warrants outstanding and exercisable – September 30, 2022 373,847 $ 2.08 Weighted average remaining contractual life of the outstanding warrants in years – September 30, 2022 1.8 Warrants outstanding and exercisable as of September 30, 2022 are as follows: SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS EXERCISABLE Warrant Series Issue Date Warrants Outstanding Exercise Price Expiration Date Lender warrants 7/19/2017 373,847 $ 2.08 7/19/2024 Subsidiary Stock-Based Transactions The Company recognized $ 0 2,000 87,000 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 2022 2021 2022 2021 For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Employees – selling, general and administrative $ 1,611,000 $ 1,435,000 $ 4,942,000 $ 2,984,000 Employees – R&D 163,000 144,000 525,000 328,000 Directors – selling, general and administrative 125,000 118,000 337,000 318,000 Consultants – R&D 33,000 - 137,000 - Total $ 1,932,000 $ 1,697,000 $ 5,941,000 $ 3,630,000 |