Stock Based Compensation and Common Stock | 9. Stock Based Compensation and Common Stock A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of March 31, 2023, and changes during the year is presented below: Schedule of stock options and restricted stock units Activity Options RSUs Shares Weighted Weighted Shares Weighted Outstanding, December 31, 2022 45,575,047 $ 7.00 7 90,000 $ 7.00 Granted 5,000 7 Exercised (77,973 ) 7.00 Forfeited (25,036 ) 7.00 Shares issued - Expired - - Outstanding, March 31, 2023 45,477,038 $ 7.00 7 90,000 7.00 Exercisable, March 31, 2023 35,150,269 $ 7.00 7 - - Common Stock The total number of shares of common stock the Company has authority to issue is 96,248,541 0.0001 Schedule of common stock by class: Schedule of common stock by class March 31, 2023 December 31, 2022 Class A 32,856,398 9,763,838 Class C - - Class D 32,475,370 31,125,370 Total Shares Outstanding 65,331,768 40,889,208 | 11 Stock Based Compensation and Common Stock The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period. Prior to and up until the quarter ended September 30, 2021, the Company awarded employees grants in common stock as part of employee compensation, which typically vested over four years. Upon vesting, the company recorded employee stock compensation to additional paid-in-capital as the shares were vested but not issued. The share value was calculated based on the most recent funding event. Subsequently, the Company changed its accounting policy to value company shares based on appraisal of fair market value that considered all available information material to the value of the Company, including the present value of anticipated future cash flows and other relevant factors such as a discount for lack of marketability. The same method was applied retrospectively to value stock grant awards in prior years. On August 24, 2021, the Company offered employees the option to convert their vested stock grants into stock options at weighted average conversion ratio of approximately 6.64 115 10,000,000 On August 24,2021, the Company issued 25,725,370 Between August 24, 2021, and December 31, 2021, the Company awarded 578,400 On June 17, 2022, the Company agreed with a third party who provided a rent guarantee to the Company’s landlord on the Company’s building in Mesa, Arizona to exchange 75,000 shares of Class A common stock for 10,000 shares of Class C common stock. The Company recorded General and Administrative expenses of $572 thousand on the Company’s Condensed Consolidated Statements of operations for the year ended December 31, 2022, resulting from consideration provided for the loss of perquisites afforded to the Class C shareholder. The Company recorded $ 41.5 123.2 The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions for the years ended December 31, 2022, and 2021. Schedule of stock options at the grant date Years ended December 31, 2022 2021 Expected average life (years) 7.0 7.0 Expected volatility 75.33 73.56 Risk-free interest rate 1.65 0.06 Expected dividend yield - - Compensation expense was determined by applying the Black-Scholes model on the appraised value of the underlying share price for each stock on the grant date. A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of December 31, 2022, and changes during the year is presented below: Schedule of stock options and restricted stock units activity Options RSUs Shares Weighted Weighted Shares Weighted Outstanding, December 31, 2021 45,486,067 $ 7.00 7 1,344,657 $ - Granted 946,800 7 110,000 7.00 Exercised (37,100 ) - - - Forfeited (899,063 ) 7.00 (7,456 ) - Shares issued - (1,278,858 ) Unissued shares converted to options 78,343 (78,343 ) Expired - - - - Outstanding, December 31, 2022 45,575,047 $ 7.00 7 90,000 7.00 Exercisable, December 31, 2022 33,425,287 $ 7.00 7 - - Common Stock The total number of shares of common stock the Company has authority to issue is 96,248,541 0.0001 In 2021 and 2022, the Company issued Class D shares of Common Stock. These shares are not traded openly or available for sale to the public. Class D shares are offered only to the President and the Chief Executive Officer of the Company. Each class D share of common stock is granted ten votes compared to Class A shares of common stock which are granted one vote per share. The shares of Class D Stock are not entitled to receive any dividends or any distribution on a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class D shares are not convertible, are deemed to have no economic value, and upon a holder’s cessation of service to the Company, such holder shall, on the one-year anniversary of such cessation, surrender to the Company for no consideration all shares of Class D Stock owned by such holder. Class D stock were issued to the Chief Executive Officer and President in the amount of 31,125,370 The breakdown of common stock by class at December 31, 2022, and December 31, 2021, were as follows: Schedule of breakdown of common stock by class December 31, 2022 2021 Class A 9,763,838 6,854,576 Class C - 5,000 Class D 31,125,370 25,725,370 Total Shares Outstanding 40,889,208 32,584,946 |