EQUITY | NOTE 9 — EQUITY Common Stock The Company is authorized to issue 190,000,000 shares of common stock, with a par value of $0.00001. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of common stockholders. Subject to preferences that may be applicable to any outstanding preferred shares, each share of common stock is entitled to share pro rata in any distributions. In any distribution of capital assets, holders of common stock are entitled to receive pro rata the assets remaining after payment of liabilities and liquidation preferences on any outstanding preferred stock. At December 31, 2022 and 2021, there were 20,944,109 and 20,385,645 shares of common stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.00001. As of December 31, 2022 and 2021, there were no shares of preferred stock issued and outstanding. Equity Incentive Plans In May 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of stock options, restricted stock units and other awards to employees, directors and consultants of the Company. Shares of common stock underlying outstanding awards under the 2019 Plan (defined below) and the 2021 Plan that expire, are forfeited, are retained by the Company to satisfy any exercise price or any tax withholding, repurchased by the Company at their original purchase price or settled in cash may be added to the number of shares of common stock available for issuance under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning January 1, 2022, in the amount equal to the lesser of (a) 4.5% of the total number of shares of common stock outstanding as of December 31 of the immediately preceding calendar year, (b) 600,000 shares of common stock, or (c) such lesser number of shares as determined by the Board of Directors. On January 1, 2023, the number of shares reserved for issuance under the 2021 Plan automatically increased by 600,000 shares of common stock. The Company also maintains its prior stock option plans adopted in 2010 (the “2010 Plan”) and 2019 (the “2019 Plan”) The Company ceased making awards under the 2010 Plan upon adoption of the 2019 Plan and similarly under the 2019 Plan upon stockholder approval of the 2021 Plan. As of December 31, 2022, there were 2,330,853 and 267,000 options outstanding under the 2010 Plan and 2019 Plan, respectively. As of December 31, 2022, there were 1,233,833 stock options and 239,198 restricted stock units outstanding under the 2021 Plan. As of December 31, 2022, there were 767,427 shares of common stock available for issuance under the 2021 Plan. Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option grants with the following weighted average assumptions: 2022 2021 Expected life (years) 6.1 6.0 Risk-free interest rate 1.88 % 1.23 % Expected dividend yield — — Expected volatility 39.8 % 40.0 % The Company recognizes stock option compensation expense based on the grant date fair value of the award. The Company issues new common shares for stock options exercised. Stock option activity for the years ended December 31, 2022 and 2021 was as follows: 2022 2021 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of the year 3,526,138 $ 3.99 3,768,730 $ 3.15 Granted 963,000 $ 3.90 424,833 $ 8.59 Exercised (340,938) $ 1.25 (462,866) $ 1.95 Canceled or expired (316,514) $ 4.85 (204,559) $ 2.62 Options outstanding at end of the year 3,831,686 $ 4.12 3,526,138 $ 3.99 Options exercisable 2,729,561 $ 3.84 2,976,089 $ 3.42 The weighted average fair value of options granted for the years ending December 31, 2022 and 2021 was $1.58 and $3.42 per share, respectively. As of December 31, 2022, there were 3,831,686 common stock options outstanding with a weighted average remaining contractual life of 5.38 years. 3.88 years. The intrinsic value of the outstanding options as of December 31, 2022 and 2021 was $237,150 and $4,155,492, respectively. The intrinsic value of the exercisable options as of December 31, 2022 and 2021 was $212,510 and $3,995,176, respectively. The intrinsic value of options exercised for the years ended December 31, 2022 and 2021 was $762,264 and $2,412,480, respectively. The Company recognized $671,628 and $514,318 of stock-based compensation expense related to option grants during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $1,744,777 of unrecognized compensation costs related to stock option grants which is expected to be recognized over the remaining vesting period during the years ending December 31, 2023, 2024, 2025, and 2026. The Company issues new common shares for options exercised. Restricted Stock Units The Company recognizes restricted stock unit (“RSU”) compensation expense based on the grant date fair value of the award. Each RSU is eligible to vest over time and settle into one newly issued share of Company common stock. RSU activity for the years ended December 31, 2022 and 2021 was as follows: 2022 2021 Weighted Weighted Average Grant Average Grant Date Fair Date Fair Shares Value Shares Value Unvested at beginning of the year 51,331 $ 8.29 — $ — Granted 236,174 $ 3.98 51,331 $ 8.29 Vested (37,542) $ 7.30 — $ — Canceled (10,765) $ 4.40 — $ — Unvested at end of the year 239,198 $ 4.20 51,331 $ 8.29 The Company recognized $473,045 and $107,841 of stock-based compensation expense related to restricted stock units during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $741,499 of unrecognized compensation costs related to restricted stock units which is expected to be recognized over the remaining vesting period during the years ending December 31, 2023, 2024, 2025 and 2026. Employee Stock Purchase Plan The Company accounts for employee stock purchases made under its 2021 Employee Stock Purchase Plan (“2021 ESPP”), using the estimated grant date fair value in accordance with Accounting Standards Codification, Topic ASC 718, Stock Compensation There were 300,000 shares of common stock initially reserved for issuance under the 2021 ESPP. In addition, the 2021 ESPP contains a provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (i) 1% of the total number of shares outstanding as of December 31 of the immediately preceding calendar year, (ii) 200,000 shares or (iii) such number of shares as determined by the Board. As of December 31, 2022, there were 500,000 shares of common stock available for issuance under the 2021 ESPP. On January 1, 2023, the number of shares reserved for issuance under the 2021 ESPP automatically increased by 200,000 shares of common stock. There were no shares issued under the 2021 ESPP during the year ended December 31, 2022. Stock Warrants Stock warrant activity for the years ended December 31, 2022 and 2021 was as follows: Common warrants Warrants outstanding December 31, 2020 707,669 Granted 276,000 Exercised (82,790) Terminated (105,500) Warrants outstanding December 31, 2021 795,379 Granted — Exercised (191,559) Expired (4,629) Warrants outstanding December 31, 2022 599,191 Weighted average exercise price: December 31, 2022 $ 6.16 December 31, 2021 $ 5.18 Weighted average remaining contractual life in years: December 31, 2022 2.55 December 31, 2021 2.79 |