| Stockholders' Equity | NOTE 14 — STOCKHOLDERS’ EQUITY Preferred Stock In March 2013, the issuance of 10.0 million shares
of “Blank Check” preferred stock with a par value of $0.00001 per share received approval by the majority of stockholders. The following shares were designated as authorized:
● Three million shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) on December 31, 2014.
● Three million shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) on February 11, 2015.
● Three million shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) on February 24, 2015. On February 5, 2016, the Company terminated the Series
A Preferred Stock and Series C Preferred Stock and increased the number of designated shares of Series B Preferred Stock to 5,000,000.
The following shares were designated as authorized: Five million shares of Series D Convertible Preferred Stock (“Series D Preferred
Stock”) on April 25, 2016. On December 6, 2016, the Company terminated the Series B, Preferred Stock. The following shares were
designated as authorized: Five thousand shares of Series E Convertible Preferred Stock (“Series E Preferred Stock”) on December
21, 2016. Series D Convertible Preferred Stock Stated Value The stated value of the Series D Preferred Stock is
$1.00 per share. Ranking The Series D Preferred Stock shall rank junior to
the Series B Preferred Stock, $0.00001 par value per share, of the Company in respect of the preferences as to dividends, distributions,
and payments upon the liquidation, dissolution, or winding up of the Company. The Series D Preferred Stock will rank senior to all of
the Company’s common stock and other classes of capital stock concerning dividend rights and/or rights upon distributions, liquidation,
dissolution, or winding up of the Company, other than to the Series B Preferred Stock and any class of parity stock that the holders of
a majority of the outstanding shares of Series D Preferred Stock consent to the creation. Liquidation Preference of Preferred Stock Upon the voluntary or involuntary liquidation, dissolution,
or winding up of the Company, before the payment of any amount to the holder of shares of junior stock, but pari-passu with any parity
stock, the holders of Preferred Stock are entitled to receive the amount equal to the greater of (i) the stated value of the Series D
Preferred Stock or (ii) the amount the holder of Series D Preferred Stock would receive if such holder converted the Series D Preferred
Stock into common stock immediately before the date of the liquidation event, including accrued and unpaid dividends. Conversion Rights of Preferred A holder of Series D Preferred Stock shall have the
right to convert the Series D Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to
$1.20 per share, which is adjusted for any share dividend, share split, share combination, reclassification or similar transaction that
proportionately decreases or increases the common stock. Voting Rights Except concerning specific material changes in terms
of the Series D Preferred Stock and certain other matters, except as may be required by Delaware law, holders of Series D Preferred Stock
shall have no voting rights. The approval of a majority of the Series D Preferred Stockholders is necessary to amend the Certificate of
Designations. Series E Convertible Preferred Stock The board of directors of the Company has designated
up to 5,000 shares of the 10,000,000 authorized shares of preferred stock as Series E Preferred Stock. When issued, the shares of Series
E Preferred Stock will be validly issued, fully paid, and non-assessable. Each share of Series E Preferred Stock will have a stated value
of $1,000 per share. In connection with the December 2016 financing, the Company issued 2,400 shares of Series E Preferred Stock, with
an immediate conversion into 1,200,000 shares of common stock after closing. Rank The Series E Preferred Stock will rank on parity to
our common stock. Conversion Each share of the Series E Preferred is convertible
into shares of the Company’s common stock (subject to adjustment as provided in the related certificate of designation of preferences,
rights, and limitations) at any time at the option of the holder at a conversion price of not less than 100% of the public offering price
of the common stock. There is a prohibitive clause in place for the Holders of Series E Preferred Stock from converting Series E Preferred
Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99%
of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage
to any other rate not above 9.99%, provided that any increase in such rate shall not be effective until 61 days after such notice to the
Company. Liquidation Preference In the event of the Company’s liquidation, dissolution
or winding-up, holders of Series E Preferred Stock will be entitled to receive an amount equal to the stated value per share before any
distribution shall be made to the holders of any junior securities, and then will be entitled to receive the same amount that a holder
of common stock would receive if the Series E Preferred Stock were fully converted into shares of common stock at the conversion price
(disregarding for such purposes any conversion limitations) which amounts shall be paid pari-passu with all holders of common stock. Voting Rights Shares of Series E Preferred Stock will generally
have no voting rights, except as required by law and except that the affirmative vote of the holders of a majority of the then outstanding
shares of Series E Preferred Stock is necessary to (a) alter or change adversely the powers, preferences or rights given to the Series
E Preferred Stock, (b) amend the Company’s certificate of incorporation or other charter documents in any manner that materially
adversely affects any rights of the holders, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into
any agreement concerning any of the preceding. Dividends Shareholders of Series E Preferred Stock are not entitled
to receive any dividends unless and until declared explicitly by the Company’s board of directors. The holders of the Series E Preferred
Stock will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders of common stock. Redemption The Company is not obligated to redeem or repurchase
any shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not otherwise entitled to any redemption rights or mandatory
sinking fund or analogous fund provisions. Common Stock The Company is authorized to issue up to 100,000,000
shares of Common Stock, $0.00001 par value per share. As of December 31, 2020, and 2019, the Company had 21,382,290 and 3,594,548 shares
issued, 21,379,631 and 3,591,889 outstanding, respectively. On July 31, 2020, the Board of Directors approved a 1-for-6 reverse stock
split. Upon the reverse stock split’s effectiveness, every six shares of an outstanding common stock decreased to one share of common
stock. We have retroactively applied the reverse split throughout this quarterly report to all periods presented. Unless otherwise noted, impacted amounts and share
information included in the financial statements and notes to it, and elsewhere in this Form 10-K have been retroactively adjusted for
the reverse stock split as if such reverse stock split occurred on the first day of the first period presented. The Company executed proportional
adjustments to outstanding warrants’ exercise prices, stock options, and the number of shares issued and issuable under the Company’s
Stock Incentive Plans. Specific amounts in the financial statements, the notes to it, and elsewhere in this Form 10-K may be slightly
different from previously reported due to rounding of fractional shares due to the reverse stock split. Common Stock Issuances For the year ending December 31, 2020 February 2020 Financing On February 14, 2020, the Company closed on an equity
financing for 2,074,167 shares of common stock, 2,074,167 warrants to purchase 1,555,625 shares of Common Stock, 2,471,200 pre-funded
warrants, with each Pre-Funded Warrant exercisable for one share of Common Stock, and together with 2,471,200 Warrants to purchase 1,853,400
shares of Common Stock. The holders of these warrants are limited to settlement in shares of common stock; there is no provision for net
cash settlement alternatives; therefore, the Company classified these warrants as equity. The Company received gross proceeds of approximately
$5,998,000, less offering costs of $712,000 for net proceeds of $5,286,000. The Company has earmarked the net proceeds from equity financing
for working capital and general corporate purposes. During the year ended December 31, 2020, the Company:
● Issued 6,508,860 shares of common stock and received gross proceeds of approximately $12,548,000, less offering costs of $488,000 for net proceeds of $12,060,000 under the Company’s shelf registration filed on May 5, 2020.
● Issued 3,829,885 shares of common stock upon warrant holders exercising 3,996,553 common stock warrants, receiving approximately $11,000 in net proceeds.
● Issued 5,225,913 shares of common stock upon warrant holders exercising 6,967,883 public common stock warrants.
● Issued 148,917 shares of common stock in satisfaction of amounts deferred for consultant agreements in the amount of $330,000. The determination of the fair value of the common stock is at the time of issuance.
● Recognized approximately $715,000 of compensation costs associated with outstanding stock options recorded in general and administrative expenses with the offset as a credit to additional paid-in capital. For the year ending December 31, 2019 November 2019 Financing On November 27, 2019, the Company closed an equity
financing for 533,534 shares of common stock, warrants to purchase 1,982,183 shares of common stock and warrants to purchase 1,886,788
shares of Common Stock. The Company received gross proceeds of approximately $3,988,000 from the offering before deducting underwriting-related
fees and other offering expenses payable by the Company. July 2019 Financing On July 11, 2019, the Company closed an equity financing
for 258,333 shares of common stock, warrants to purchase 1,000,000 shares of common stock and, 741,667 pre-funded warrants to purchase
common stock. The Company received gross proceeds of approximately $11,996,000 from the offering before deducting underwriting-related
fees and other offering expenses payable by the Company. Other Stockholders’ Equity Transactions During the year ended December 31, 2019, the Company:
● Issued 2,403,204 shares of common stock upon the exercise of (i) 6,284 common stock warrants at $27.00 per share, (ii) the exercise of 1,366,667 pre-funded warrants at $0.006 per share and, (iii) the exercise of 1,030,254 cashless warrants for net proceeds of $177,900.
● Issued 3,272 shares of common stock for employees, directors, consultants, and other professionals for a total fair value of $70,625. The determination of the fair value of the common stock is at the time of issuance.
● Issued 26,355 shares of common stock in satisfaction of amounts previously deferred for employee/consultant agreements in the amount of $223,967, and the liability equaled the fair value of the shares issued.
● Issued 2,078 shares of common stock in satisfaction of related party obligations valued at $31,466. The determination of the fair value of the common stock is at the time of issuance, and the liability equaled the fair value of the shares issued.
● Issued 54,822 shares of common stock in satisfaction of principal and interest for convertible promissory notes valued at $528,000. Of which $97,675 was for interest, $397,808 was for principal with a loss of $32,982 recognized on conversion. The determination of the fair value of the common stock is at the time of issuance.
● Recognized $2,069,158 of compensation costs associated with outstanding stock options recorded in general and administrative expenses.
● Recognized $23,638 related to the intrinsic value of common stock warrants with embedded derivative liabilities, transferred into additional paid-in capital. Common Stock Options Stock Options — Equity Incentive Plans The Company’s stock option plans provide options
to purchase shares of common stock to officers, directors, other key employees, and consultants. The purchase price may be paid in cash
or “net settled” in shares of the Company’s common stock. In a net settlement of an option, the Company does not require
payment of the exercise price from the holder but reduces the number of shares of common stock issued upon the exercise of the stock option
by the smallest amount of whole shares that have an aggregate fair market value equal to or over the aggregate exercise price for the
option shares covered by the option exercised. Options generally vest over three years from the date of grant and expire ten years from
the grant date. The Company has four plans under which they awarded
share-based compensation grants of options to individual directors, employees, and advisors of the Company: the 2013 Stock Option Plan,
2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and the 2017 Incentive Compensation Plan. Effective April 30, 2018, the Board of Directors,
by unanimous written consent, approve the immediate vesting of all remaining options for terminated employees as part of the cost curtailment
measures on April 30, 2018, and June 25, 2018. On December 31, 2020, the board of directors of the
Company approved an amendment (the “Amendment”) to the Company’s 2013 Long-Term Stock Incentive Plan (the “Plan”),
effective January 1, 2021. The Amendment removed a provision that no single participant may receive more than 25% of the total shares
awarded in any single year under the Plan and incorporated specific immaterial clarifying changes. The following table illustrates various plan data as of December 31, 2020,
and 2019:
For the Years Ended
December 31,
2020 2019
Stock-based compensation expense $ 610,000 $ 2,069,000
Weighted average remaining contractual life — options outstanding 6.55 years 7.5 years
Weighted average remaining contractual life — options exercisable 6.45 years 7.5 years
Remaining expense of stock-based compensation $ 30,000 $ 630,000
Remaining amortization period 1.1 years 2.1 years
Intrinsic value per share $ -0- $ -0- The Company used the U.S. Treasury note’s rate
over the expected term of the option for the risk-free rate. Employees’ expected term represents the period that options granted
are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide
a reasonable basis for estimating the expected term. For non-employee options, the expected term is the full term of the option. Expected
volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement
on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information.
The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues over the options’ equivalent lives.
The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its
common stock, and no assumption of dividend payment(s) is made in the model. The compensation cost is measured based on an award’s
fair value at the grant’s date for each option award. The Company uses the Black Scholes-Merton formula as a valuation technique
under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified
awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional
paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service
has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages):
For the Years Ended
December 31,
2020 2019
Exercise price $ — $ 19.2
Volatility — 35.15 %
Risk-free interest rate — 3.76 %
Expected dividend yield — -0- %
Expected term (years) — 1.2 years A summary of the status of the Company’s stock options as of December
31, 2020:
Number of Options (in shares) Weighted Average Exercise Price
Outstanding, December 31, 2019 84,175 $ 88.98
Options granted — $ —
Options exercised — $ —
Options canceled/expired (27,776 ) $ (91.30 )
Outstanding, December 31, 2020 56,399 $ 89.79
Exercisable, December 31, 2020 53,009 $ 92.01
Common stock issuable upon exercise of options outstanding
Common stock issuable upon options exercisable
Range of Exercise Prices Options Outstanding (in shares) Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Options Exercisable (in shares) Weighted Average Remaining Exercisable Contractual Life (years) Weighted Average Exercise Price
$ -0- to $277,212 56,399 6.55 $ 89.79 53,009 6.45 $ 92.01
Common Stock Options – CEO On January 22, 2020, the Company entered into an employment
agreement with Carleton M. Miller in connection with his appointment as Chief Executive Officer of the Company, under which Mr. Miller
received a time-based option and performance-based option. Mr. Miller received an inducement award of a time-based option to purchase
359,247 shares of the Company’s stock and a performance-based option to purchase 250,000 shares of the Company’s common stock,
both under NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans, in each case to Mr. Miller’s
continued employment by the Company on the applicable vesting date. CEO Inducement Award — Time Vested Options On January 22, 2020, the Company granted an inducement
award of a ten-year, non-statutory option to purchase 359,247 shares of the Company stock as part of the CEO’s employment agreement.
The award has an exercise price of $1.71, vesting commencement date of January 22, 2020, expiration date of January 22, 2030, and the
options vest as follows: 25% of such option shares shall vest on January 22, 2021; and the remaining 75% will vest in substantially equal
monthly installments over the thirty-six (36) month period after that, subject to the CEO’s continued employment by the Company
on the applicable vesting date. The following table illustrates various plan data as of December 31, 2020,
and 2019:
For the Years Ended
December 31,
2020 2019
Stock-based compensation expense $ 90,000 $ —
Weighted average remaining contractual life — options outstanding and exercisable 9.07 years —
Remaining expense of stock-based compensation $ 503,000 $ —
Remaining amortization period 3.1 years —
Intrinsic value per share $ 0.51 $ — The Company used the US Treasury note’s rate
over the expected term of the option for the risk-free rate. Employees’ expected term represents the period that options granted
are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide
a reasonable basis for estimating the expected term. For non-employee options, the expected term is the full term of the option. Expected
volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement
on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information.
The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives.
The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its
common stock, and no assumption of dividend payment(s) is made in the model. For the time vested option award, the compensation
cost is measured based on an award’s fair value at the grant’s date. The Company uses the Black Scholes-Merton formula as
a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments.
For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding
credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and
ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were
used (all in weighted averages):
For the Years Ended
December 31,
2020 2019
Exercise price $ 1.71 $ —
Volatility 153.02 % —
Risk-free interest rate 1.57 % —
Expected dividend yield -0- % —
Expected term (years) 6.3 — A summary of the status of the Company’s time vested stock options
for Mr. Miller on December 31, 2020, is as follows:
Number of Options (in shares)
Weighted Average Exercise Price
Outstanding, December 31, 2019 — $ —
Options granted 359,247 $ 1.65
Options exercised — $ —
Options canceled/expired — $ —
Outstanding, December 31, 2020 359,247 $ 1.40
Exercisable, December 31, 2020 — $ —
Common stock issuable upon exercise of options
outstanding
Common stock issuable upon options exercisable
Range of Exercise Prices Options Outstanding (in shares) Weighted Average Remaining Contractual Life (years)
Weighted Average Exercise Price
Options Exercisable (in shares) Weighted Average Remaining Exercisable Contractual Life (years
Weighted Average Exercise Price
$1.71 359,247 9.07 $ 1.40 — — — CEO Inducement Award — Performance-Based
Option On January 22, 2020, the Company granted an inducement
award of a ten-year, non-statutory option to purchase 250,000 shares of the Company stock as part of the CEO’s employment agreement.
The award has an exercise price of $1.71, a vesting commencement date of January 22, 2020, and an expiration date of January 22, 2030.
The Option Shares will vest in three (3) equal tranches upon attainment of the following applicable performance conditions for each tranche,
provided that the CEO remains in continuous employment with the Company through the relevant date of achievement of the performance conditions:
● Tranche 1: 83,333 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $6,000,000 accumulated over four consecutive fiscal quarters.
● Tranche 2: 83,333 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $15,000,000 accumulated over four consecutive fiscal quarters.
● Tranche 3: 83,333 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $23,000,000 accumulated over four consecutive fiscal quarters. The following table illustrates various plan data as of December 31, 2020,
and 2019:
For the Years Ended
December 31,
2020 2019
Stock-based compensation expense $ — $ —
Weighted average remaining contractual life — options outstanding and exercisable 9.07 years —
Remaining expense of stock-based compensation $ 414,000 $ —
Remaining amortization period 4.1 years —
Intrinsic value per share $ 0.26 $ — The Company used the US Treasury note’s rate
over the expected term of the option for the risk-free rate. Employees’ expected term represents the period that options granted
are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide
a reasonable basis for estimating the expected term. For non-employee options, the expected term is the full term of the option. Expected
volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement
on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information.
The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives.
The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its
common stock, and no assumption of dividend payment(s) is made in the model. The compensation cost is measured based on an award’s
fair value at the grant’s date for the performance-based option award. The Company uses the Black Scholes-Merton formula as a valuation
technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee
equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit
to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when
the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all
in weighted averages):
For the Years Ended
December 31,
2020 2019
Exercise price $ 1.71 $ —
Volatility 153.02 % —
Risk-free interest rate 1.57 % —
Expected dividend yield -0- % —
Expected term (years) 6.5 — The probability of achieving any required metrics
for vesting is inconclusive as of December 31, 2020. When the Company determines that the remaining performance metrics’ achievement
becomes probable, the Company will record a cumulative catch-up stock-based compensation amount. We will record any un-recognized costs
over the remaining requisite service period of the awards. A summary of the status of the Company’s performance-based
stock options for Mr. Miller on December 31, 2020, is as follows:
Number of Options (in shares)
Weighted Average Exercise Price
Outstanding, December 31, 2019 — $ —
Options granted 250,000 $ 1.65
Options exercised — $ —
Options canceled/expired — $ —
Outstanding, December 31, 2020 250,000 $ 1.65
Exercisable, December 31, 2020 — $ —
Common stock issuable upon exercise of options
outstanding
Common stock issuable upon options exercisable
Range of Exercise Prices Options Outstanding (in shares) Weighted Average Remaining Contractual Life (years)
Weighted Average Exercise Price
Options Exercisable (in shares) Weighted Average Remaining Exercisable Contractual Life (years
Weighted Average Exercise Price
$1.71 250,000 9.07 $ 1.65 — — — Common Stock Options – CFO On February 27, 2020, the Company entered into an
employment agreement with Michael Bond in connection with his appointment as Chief Financial Officer of the Company, effective as of April
1, 2020, under which Mr. Bond received a time-based option. Mr. Bond received an inducement award of a time-based option to purchase 135,168
shares of the Company’s stock under NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans,
in consideration of Mr. Bond’s continued employment by the Company on the applicable vesting date. CFO Inducement Award — Time Vested Options The Company granted an inducement award of a ten-year,
non-statutory option to purchase 135,168 shares of the Company stock as part of the CFO’s employment agreement. The award has an
exercise price of $0.96, vesting commencement date of April 1, 2020, expiration date of April 1, 2030, and the options vest as follows:
25% of such option shares shall vest on April 1, 2021; and the remaining 75% will vest in substantially equal monthly installments over
the thirty-nine (36) month period after that, subject to the CEO’s continued employment by the Company on the applicable vesting
date. The following table illustrates various plan data as of December 31, 2020,
and 2019:
For the Years Ended
December 31,
2020 2019
Stock-based compensation expense $ 15,000 $ —
Weighted average remaining contractual life — options outstanding and exercisable 9.25 years —
Remaining expense of stock-based compensation $ 108,000 $ —
Remaining amortization period 3.3 years —
Intrinsic value per share $ 1.11 $ -0- The Company used the US Treasury note’s rate
over the expected term of the option for the risk-free rate. Employees’ expected term represents the period that options granted
are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide
a reasonable basis for estimating the expected term. For non-employee options, the expected term is the full term of the option. Expected
volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement
on Nasdaq Capital Markets Exchange to the grant’s date. The Company estimates forfeiture and volatility using historical information.
The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives.
The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its
common stock, and no assumption of dividend payment(s) is made in the model. For the time vested option award, the compensation
cost is measured based on an award’s fair value at the grant’s date. The Company uses the Black Scholes-Merton formula as
a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments.
For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding
credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and
ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were
used (all in weighted averages):
For the Years Ended
December 31,
2020 2019
Exercise price $ 0.96 $ —
Volatility 155.00 % —
Risk-free interest rate 0.62 % —
Expected dividend yield -0- % —
Expected term (years) 6.3 — A summary of the status of the Company’s time vested stock options
for Mr. Miller on December 31, 2020, is as follows:
Number of Options (in shares)
Weighted Average Exercise Price
Outstanding, December 31, 2019 — $ —
Options granted 135,168 $ 0.91
Options exercised — $ —
Options canceled/expired — $ —
Outstanding, December 31, 2020 135,168 $ 0.80
Exercisable, December 31, 2020 — $ —
Common stock issuable upon exercise of options
outstanding
Common stock issuable upon options exercisable
Range of Exercise Prices Options Outstanding (in shares) Weighted Average Remaining Contractual Life (years)
Weighted Average Exercise Price
Options Exercisable (in shares) Weighted Average Remaining Exercisable Contractual Life (years
Weighted Average Exercise Price
$0.96 135,168 9.3 $ 0.80 — — — Restricted Stock Awards CFO Restricted Stock Units — Performance-Based On December 31, 2020, Michael Bond, the Company’s
Chief Financial Officer, received an award pursuant to the amended Plan of 368,715 restricted stock units (“RSUs”). The RSUs
vest in three equal tranches on or prior to the fifth anniversary of the grant date, subject to the Company achieving certain revenue
levels in any trailing four-quarter fiscal period. The RSUs will vest in three (3) equal tranches upon attainment of the following applicable
performance conditions for each tranche; provided that the Grantee remain in continuous employment with the Company through the date on
which the Committee certifies that the revenue targets below have been attained:
● Tranche 1: 122,905 RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $23,487,000 accumulated over four consecutive fiscal quarters.
● Tranche 2: 122,905 RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $27,010,500 accumulated over four consecutive fiscal quarters.
● Tranche 3: 122,905 RSUs will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Grant Date, of revenue of more than $31,061,556 accumulated over four consecu |
