STOCK-BASED PAYMENTS | NOTE 8: STOCK-BASED PAYMENTS The Company grants common stock, common stock units, and common stock purchase options and warrants pursuant to the 2018 Omnibus Stock Incentive Plan ("2018 Plan"), Amended and Restated 2015 Stock Incentive Plan ("2015 Plan") and the Second Amended and Restated 2012 Employee Stock Benefit Plan ("2012 Plan"). The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty's performance is complete. The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeiture rates. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company's common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The Company uses the following inputs when valuing stock-based awards. The expected life of employee stock options was estimated using the "simplified method," as the Company has insufficient historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company comparables as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date. Stock-based compensation, including stock options, warrants and stock issued for compensation and services is included in the statements of operations as follows: Year ended 2020 2019 Research and development $ 274,850 $ 176,484 Sales and marketing 138,976 85,042 General and administrative 1,142,232 337,801 Cost of goods sold 360,714 35,992 Total $ 1,916,772 $ 635,319 Consulting Agreement with Common Stock Compensation During the year ended December 31, 2020, the Company issued 60,591 common shares for accounts payable with a fair value of $181,329. The shares were valued based on the stock price at the time of the grant. On August 3, 2020, an annual renewal of an investor relations consulting contract resulted in the issuance of 32,749 shares. The terms of the contract call for the issuance of $100,000 worth of common shares issued at each annual renewal based on the market price at the time of the renewal. In addition to the payment in common shares, this consultant receives cash payments of $7,500 per month and payments for additional services as needed. During the year ended December 31, 2020 and 2019, we paid this investor relations consultant $365,200 and $85,751 respectively, which included significant additional services. 2018 Omnibus Stock Incentive Plan The 2018 Plan authorizing 1,000,000 shares was approved by the Board of Directors and the Company's shareholders at the Company's 2018 annual meeting of shareholders held on June 9, 2018. At the 2019 Annual Meeting, the shareholders approved an additional 1,000,000 shares of common stock to be issued under the 2018 Plan. On April 20, 2020, the board of directors approved an increase from 2,000,000 to 4,000,000 shares; at the annual shareholder meeting on June 20, 2020, the increase was approved by a majority of the shareholders. The 2018 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of equity awards, including, but not limited to, options that are incentive stock options or NQSOs and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. As of December 31, 2020, the Company had a remaining reserve of 893,329 shares of common stock under the 2018 Plan. Awards that are forfeited generally become available for grant under the 2018 Plan. See below for the range of variables used in assessing the fair value at the grant date for the options issued during the year ended December 31, 2020 under the 2018 Plan: 2020 Annual dividend yield - Expected life (years) 5.5 - 6.0 Risk-free interest rate 0.36% - 2.36 % Expected volatility 40.3% - 74.9 % Employee stock-based compensation expense under the 2018 Plan included in operating expenses for the years ended December 31, 2020 and 2019 was $1,803,064 and $461,513, respectively. Total compensation cost related to non-vested awards issued under the 2018 Plan not yet recognized as of December 31, 2020 was approximately $5,054,378 and will be recognized on a straight-line basis through December 2023 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. On January 6, 2020, the board of directors approved a director deferred compensation plan under the 2018 Plan. The deferred compensation plan calls for stock units to be held on account for each director and issued 90 days after separation from service as a director. If cash reserves are estimated to be less than the amount needed for five months of operations, the Directors are required to take their compensation in Deferred Stock Units under the 2018 Plan; otherwise, Directors have the option of taking compensation in any combination of cash or Deferred Stock Units. For the year ended December 31, 2020, a total of 160,622 stock units with a value of $743,354, based on the closing price on the last day of the quarter, were reserved and expensed. 28,673 of the stock units were valued with a price per share of $1.61 based on the closing stock price on the last trading day of the fourth quarter of 2019, and were recorded as a $46,163 expense on January 6, 2020 because the plan was adopted by the Board of Directors retroactively to the fourth quarter of 2019. The 46,584 of the stock units were valued with a price per share of $1.15 based on the closing stock price on the last trading day of the first quarter of 2020, and were recorded as a $53,572 expense on March 31, 2020. 33,486 of the stock units were valued with a price per share of $5.32 based on the closing stock price on the last trading day of the second quarter of 2020, and were recorded as a $178,146 expense on June 30, 2020. 34,901 of the stock units were valued with a price per share of $6.58 based on the closing stock price on the last trading day of the third quarter of 2020, and were recorded as a $229,649 expense on September 30, 2020. 16,978 of the stock units were valued with a price per share of $13.89 based on the closing stock price on the last trading day of the fourth quarter of 2020, and were recorded as a $235,824 expense on December 31, 2020. On April 27 and June 18, 2020, non-qualified options to purchase 29,666 and 5,000 shares of common stock were issued to a consultant under the 2018 Plan with grant date fair values of $44,956 and $13,430, respectively. The exercise price of the options were $2.54 and $3.57, respectively. These options vested on issuance and were exercised on August 20, 2020 in a cashless transaction at a market price of $7.638 per share resulting in the issuance of 22,463 shares. On September 11, 2020, non-qualified options to purchase 41,000 shares of common stock were issued to consultants under the 2018 Plan with grant date fair value of $139,544. The exercise price of the options is $5.41. 20,000 of these options have a two-year vesting period and 21,000 of the options have a one-year vesting period. On December 14, 2020, non-qualified options to purchase 21,000 shares of common stock were issued to consultants under the 2018 Plan with grant date fair value of $165,110. The exercise price of the options is $12.06. 11,000 of these options have a three-year vesting period and 10,000 of the options have a one-year vesting period. During the year ended December 31, 2020, qualified options to purchase 1,092,000 shares of common stock were granted to employees under the 2018 Plan with grant date fair values ranging from $2.19 to $12.06. The options were valued using the Black-Scholes option pricing model with a six-year expected term, risk free interest rates ranging from 0.36% to 0.50%, and an annualized standard deviation of stock price volatility of 69.4% to 77.4%, with a weighted average exercise price of $6.30. A summary of activity under the 2018 Plan for the years ended December 31, 2020 and 2019 is presented below: Number of Weighted Weighted Options outstanding at January 1, 2019 570,700 $ 4.26 9.63 Granted 1,434,552 2.69 9.70 Exercised (5,952 ) 3.36 - Forfeited or expired (178,912 ) 4.41 8.93 Options outstanding at December 31, 2019 1,820,388 3.01 9.47 Granted 1,378,172 5.96 9.70 Exercised (150,210 ) 3.49 - Forfeited or expired (152,641 ) 3.25 8.87 Options outstanding at December 31, 2020 2,895,709 $ 4.38 8.50 2015 Stock Incentive Plan The 2015 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of options that are incentive stock options or NQSOs and/or the grant of restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. One million shares of common stock were authorized for issuance under the 2015 Plan. Awards that are forfeited generally become available for grant under the 2015 Plan. As of December 31, 2020, 614,970 shares of common stock were reserved for issuance pursuant to stock options that are outstanding, and 5,444 shares remain available for issuance pursuant to future awards that might be made under the 2015 Plan. During the year ended December 31, 2020, qualified options to purchase 13,000 shares of common stock were granted to employees under the 2015 plan with a grant date fair value of $17,358. During the year ended December 31, 2019, 145,600 options were granted under the 2015 Plan with a grant date fair value of $287,191. 2020 Annual dividend yield - Expected life (years) 6.0 - 10.0 Risk-free interest rate 1.48% - 2.46 % Expected volatility 21.3% - 30.6 % Employee stock-based compensation expense included in operating expenses for the years ended December 31, 2020 and 2019 related to the 2015 Plan was $113,708 and $173,806, respectively. Total compensation cost related to non-vested awards not yet recognized as of December 31, 2020 was $113,861 and will be recognized on a straight-line basis through May 2023 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. A summary of activity under the 2015 Plan for the years ended December 31, 2020 and 2019 is presented below: Number of Weighted Weighted Options outstanding at January 1, 2019 815,223 $ 2.53 7.72 Granted 145,600 4.49 9.01 Exercised (127,025 ) 2.17 - Forfeited or expired (19,167 ) 3.10 7.92 Options outstanding at December 31, 2019 814,631 2.89 8.07 Granted 13,000 2.19 9.35 Exercised (194,305 ) 2.60 - Forfeited or expired (18,356 ) 3.89 8.03 Options outstanding at December 31, 2020 614,970 $ 2.94 6.31 2012 Employee Stock Benefit Plan The 2012 Plan provides the Company the ability to grant to directors, employees, consultants, advisors or independent contractors shares of common stock of the Company through the grant of warrants and/or the grant of common stock. The Company originally reserved 1,000,000 shares of common stock for issuance under the 2012 Plan. Awards that are forfeited generally become available for grant under the 2012 Plan. As of December 31, 2020, 548,312 shares of common stock were reserved for issuance pursuant to warrants that are issued and outstanding under the 2012 Plan and 1 share remains available for issuance pursuant to future awards that might be made under the 2012 Plan. Warrants expire 10 to 15 years from the grant date and were vested when issued. The warrants were fully expensed prior to 2019. A summary of activity under the 2012 Plan for the years ended December 31, 2020 and 2019 is presented below: Number of Weighted Weighted Warrants outstanding at January 1, 2019 904,004 $ 0.62 5.75 Granted 995 3.36 3.23 Exercised (246,683 ) 0.81 - Forfeited or expired - - - Warrants outstanding at December 31, 2019 658,316 0.60 5.33 Granted - - - Exercised (110,004 ) 0.50 - Forfeited or expired - - - Warrants outstanding at December 31, 2020 548,312 $ 0.58 4.41 |