STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | NOTE 15. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common Stock During the three months ended March 31, 2023, the Company issued 33,063 148,000 33,063 3.50 7.60 During the three months ended March 31, 2023, 23,000 13,398 9,602 142,000 During the three months ended March 31, 2023, 88,000 52,821 35,179 519,000 During the three months ended March 31, 2023, the Company issued 55,558 90,000 6.00 25,521 8,921 189,000 During the three months ended March 31, 2023, 16,405 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 March 31, 2023, the 2017 Plan provides for the issuance of a maximum of 6,000,000 shares of the Company’s common stock. The purposes of the Plans are to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in the Company’s development and financial success. Under the Plans, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, restricted stock units and restricted stock. The Plans are administered by the Compensation Committee of the Company’s Board of Directors. The Company had 2,145,767 Stock Options A summary of stock option activity under the Plans for the three months ended March 31, 2023 is as follows: SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding – January 1, 2022 3,027,701 $ 5.90 Options granted 28,500 $ 17.40 Options exercised (123,063 ) $ 5.54 Options cancelled/forfeited (42,112 ) $ 5.61 Options outstanding – March 31, 2023 2,891,026 $ 6.03 4.30 $ 43,730,000 Options exercisable 2,589,182 $ 5.73 3.77 $ 39,941,000 Options vested and expected to vest 2,848,713 $ 5.99 4.23 $ 43,219,000 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 March 31, 2023, based on the closing price of the Company’s common stock of $ 21.16 During the three months ended March 31, 2023, 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 months ended March 31, 2023 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 2023 Weighted-average fair value of options granted $ 10.58 Expected terms (in years) 5.50 6.11 Expected volatility 69 70 % Risk-free interest rate 3.64 3.76 % Dividend yield - The following table summarizes information about stock options outstanding and exercisable at March 31, 2023: 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 1.73 298,112 4.71 $ 1.72 298,112 $ 1.72 $ 2.23 2.60 309,068 3.61 $ 2.26 309,068 $ 2.26 $ 3.95 310,000 2.93 $ 3.95 310,000 $ 3.95 $ 4.08 6.30 409,850 5.66 $ 5.99 398,194 $ 6.00 $ 6.75 7.30 402,000 7.43 $ 7.18 279,500 $ 7.29 $ 7.37 7.79 260,323 5.13 $ 7.53 166,760 $ 7.50 $ 7.87 600,000 2.33 $ 7.87 600,000 $ 7.87 $ 7.89 12.38 274,173 2.57 $ 9.12 227,548 $ 8.84 $ 15.17 7,500 9.84 $ 15.17 - $ - $ 18.35 20,000 9.82 $ 18.35 - $ - $ 1.47 18.35 2,891,026 4.30 $ 6.03 2,589,182 $ 5.73 As of March 31, 2023, there was approximately $ 1,441,000 3.0 341,000 272,000 The intrinsic value of options exercised during the three months ended March 31, 2023 was $ 1,819,000 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 three months ended March 31, 2023 is as follows: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2023 2,061,719 $ 6.88 RSUs granted - $ - RSUs vested (127,405 ) $ 7.34 RSUs cancelled/forfeited (75,000 ) $ 5.83 RSUs unvested - March 31, 2023 1,859,314 $ 6.82 As of March 31, 2023, the total unrecognized compensation expense related to unvested RSUs was approximately $ 2,476,000 0.4 1,292,000 1,744,000 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 2023 2022 For the Three Months Ended March 31, 2023 2022 Employees - selling, general and administrative $ 1,328,000 $ 1,676,000 Employees - R&D 163,000 186,000 Directors - selling, general and administrative 125,000 100,000 Consultants - R&D 17,000 54,000 Total $ 1,633,000 $ 2,016,000 |