STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of March 31, 2024, the Plan provides for the issuance of up to 1,500,000 stock-based awards. There are 1,220,000 stock-based awards available to grant under the Plan at March 31, 2024. In July 2021, MiT Inc. entered into an Exchange Agreement with MiT LLC pursuant to which MiT Inc. agreed to exchange membership units for 2,350,000 shares of Common Stock representing 41.4% of the equity as of such date on a fully diluted basis for no consideration. The shares were exchanged as part of the Exchange Agreement with the Company as described in Note 1. In July 2021, the Company granted options to non-employee directors to purchase an aggregate of 150,000 shares of its common stock at an exercise price of $3.00 per share. The options vest one year from the date of grant, expire ten years from the date of grant and had an aggregate grant date fair value of $244,200 , which was recognized ratably over the vesting period. On May 26, 2023, the Board of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00 . In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson . In addition to the director options, the Board granted CFO William Greene 100,000 options with an exercise price of $1.10 with 25% vesting immediately the remainder vesting at 25% per year thereafter. These options, which were the only options granted during the year ended June 30, 2023, had a grant-date fair value of $1.10 per share. The Company recognized compensation expense for stock option awards of approximately $113,000 during the year ended June 30, 2023. None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. On March 6, 2023, the Board of Directors (the “Board”) of Moving iMage Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws that amends the quorum for a stockholders’ meeting or action to be at least 33 1/3% of all shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy. At March 31, 2024, there was no unrecognized compensation cost related to nonvested stock option awards and no option grants during the period. The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. No options were granted during the three and nine months ended March 31, 2024. The following weighted average assumptions were used for option grants during the nine months ended March 31, 2023: Director Officer Options Options Risk-free interest rate 3.92 % 3.86 % Expected volatility 82.0 % 82.0 % Dividend yield — % — % Expected option term in years 5 7 On March 23, 2023 the Board of Directors re-authorized a stock repurchase program. Under the stock repurchase program, the Company may repurchase up to $1 million of its outstanding common stock over the next 12 months. The program expired on March 23, 2024 and a new program was established on April 1, 2024 – see Note 10 Subsequent Events for more information. During the nine months ended March 31, 2024, the Company repurchased NOTE 7 — STOCKHOLDERS’ EQUITY (continued) On February 28, 2024, the Company and Joe Delgado, Executive Vice President of Sales (“Joe Delgado”) agreed to sell 49,586 shares of common stock at a price of $0.667 per share (based on the closing stock price as of February 27, 2024) for a total of $33,000, which amount represents satisfaction of Mr. Delgado’s $25,000 outstanding obligation to the Company plus an estimated $8,000 in federal and California state income taxes incurred in connection with the sale. Following the purchase, the shares were cancelled by the Company. As authorized by the Board on May 26, 2023, directors may receive their board fees as cash on in shares of the Company’s stock. The Company records director fee expense at the end of each board meeting. On March 25, 2024, the Company subsequently issued shares to its independent directors for director fees earned during the nine months ended March 31, 2024. $ in Thousands, except shares and dollar per share amounts Total Number of Approximate Shares Dollar Value of Purchased as Shares that May Total Number of Part of Publicly Yet Be Purchased Shares Average Price Announced Plans Under the Plans Period Purchased Paid per Share or Programs or Programs March 23, 2023 – March 31, 2023 47,467 $ 1.042 47,467 $ 951,000 May 18, 2023 - June 30, 2023 225,153 1.130 225,153 696,000 Nov 1, 2023 - Dec 31, 2023 109,135 0.905 109,135 597,000 Jan 1, 2024 - Mar 31, 2024 309,610 0.732 309,610 363,000 Total 691,365 $ 0.922 691,365 $ 363,000 On July 12, 2022, the Company granted 130,000 shares of common stock, with a fair market value of approximately $153,000, to employees as compensation for previously provided service, which was accrued as of June 30, 2022. A summary of the status of the Company’s stock options as of March 31, 2024 and changes during the nine months ended March 31, 2024 are presented below. Wtd. Avg. Exercise Options Price Balance, July 1, 2023 250,000 $ 1.10 Granted during the period — — Exercised during the period — — Cancelled during the period — — Balance, March 31, 2024 250,000 $ 1.10 NOTE 7 — STOCKHOLDERS’ EQUITY (continued) A summary of the status of the Company’s stock options as of March 31, 2023 and changes during the nine months ended March 31, 2023 are presented below. Wtd. Avg. Exercise Options Price Balance, July 1, 2022 — $ — Granted during the period 150,000 3.00 Exercised during the period — — Terminated/Expired during the period — — Balance, March 31, 2023 150,000 $ 3.00 The following table summarizes information about outstanding and exercisable stock options at March 31, 2024: Range of Number Number Wtd. Avg. Exercise Price Outstanding Exercisable Wtd. Avg, Life Exercise Price $1.10 250,000 175,000 9.0 years $1.10 There was no warrant activity or warrants outstanding during the year ended June 30, 2023 or for the three and nine months ended March 31, 2024 and 2023. |