Stock-Based Compensation | Note 7—Stock-Based Compensation 2016 Incentive Plan On March 23, 2022, the Company’s Board of Directors amended the Company’s 2016 Stock Option and Incentive Plan (as amended to date, the “2016 Incentive Plan”) to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 685,000 shares to an aggregate of 2,531,000 shares, including 626,000 shares for the retention pool for GuruShots employees established under the agreement related to that acquisition. This amendment was ratified by the Company’s stockholders at the Annual Meeting of Stockholders held on January 18, 2023. At April 30, 2024, there were 347,000 shares of Class B common stock available for awards under the 2016 Incentive Plan before accounting for 204,000 contingently issuable shares related to deferred stock units (“DSUs”) with both service and market conditions. Stock-based compensation The Company recognizes stock-based compensation for stock-based awards, including stock options, restricted stock and DSUs based on the estimated fair value of the awards and recognized over the relevant service period and/or market conditions. The Company estimates the fair value of stock options on the measurement date using the Black-Scholes option valuation model. The Company estimates the fair value of the restricted stock and DSU’s with service conditions only using the current market price of the stock. The Company estimates the fair value of the DSU’s with both service and market conditions using the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 years for options and 3 years for restricted stock units. In our accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income, the Company recognized stock-based compensation expense for our employees and non-employees as follows (in thousands): Three Months Ended April 30, Nine Months Ended April 30, 2024 2023 2024 2023 Stock-based compensation expense $ 482 $ 578 $ 1,673 $ 1,957 As of April 30, 2024, the Company’s unrecognized stock-based compensation expense was $227,000 for unvested stock options, $184,000 for unvested DSUs and $1.4 million for unvested restricted stock including the $4 million portion of the GuruShots retention bonus pool to be paid in the Company’s Class B common stock. In the nine months ended April 30, 2024 and 2023, awards of restricted stock and DSUs with respect to 246,000 shares and 267,000 shares, respectively, vested, and in connection with these vesting events, the Company purchased 6,328 shares and 6,310 shares respectively, of our Class B common stock from certain employees for $13,000 and $17,000, respectively, to satisfy tax withholding obligations. Restricted Stock Awards In November 2023, the Compensation Committee and the Corporate Governance Committee of our Board of Directors approved a grant of 116,208 restricted shares of our Class B common stock to our Executive Chairman Michael Jonas. Mr. Jonas agreed to accept all of his base compensation for his service as Executive Chairman during fiscal 2024 in the form of equity in the Company. These shares shall vest in equal amounts on February 7, 2025, 2026 and 2027. These shares had an aggregate grant date fair value of $380,000 which is being amortized on a straight-line basis over the vesting period. Repricing of Outstanding and Unexercised Options On October 20, 2022, the Board unanimously approved the repricing of all then outstanding and unexercised stock options granted under the 2016 Incentive Plan with exercise prices above the then current market value held by then current employees, executive officers, and consultants of the Company (the “Eligible Stock Options”). Effective October 20, 2022, the exercise price of the eligible stock options was reduced to $2.27, the closing price of its common stock on October 19, 2022. Except for the modification to the exercise price of the Eligible Stock Options, all other terms and conditions of each of the Eligible Stock Options remained in full force and effect. Pursuant to the 2016 Incentive Plan, the Compensation Committee of the Board of Directors, as the administrator of the plan, has discretionary authority, exercisable on such terms and conditions that it deems appropriate under the circumstances, to reduce the exercise price in effect for outstanding options under the 2016 Incentive Plan. In approving the repricing, the Compensation Committee considered the impact of the current exercise prices of outstanding stock options on the incentives provided to employees and consultants, the lack of retention value provided by the outstanding stock options to employees and consultants, and the impact of such options on the capital structure of the Company. As of October 20, 2022, there were 532,750 stock options outstanding under the 2016 Incentive Plan, of which 191,663 outstanding stock options had exercise prices in excess of the market price of the Company’s common stock as of October 20, 2022, which is why the Compensation Committee made the determination to deem all outstanding and unexercised stock options held by current employees, executive officers, and consultants as Eligible Stock Options. Jonathan Reich, the Company’s Chief Executive Officer, and Yi Tsai, the Company’s Chief Financial Officer, held Eligible Stock Options exercisable for an aggregate of 64,898 and 15,000 shares of the Company’s common stock, respectively, which options were repriced. The option repricing resulted in incremental stock-based compensation of $87,000, of which $39,000 was recorded as expense in the three months ended January 31, 2023, and $48,000 will be recognized as expense over the requisite service periods over which the Eligible Stock Options vest. |