STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Preferred and Common Stock The Company was converted to a C-Corporation in the state of Nevada on June 16, 2020. In conjunction with the conversion, the Company authorized the issuance of 4.25 0.00001 750 On February 24, 2021, the Company filed an amendment to the articles of incorporation which increased the number of authorized preferred shares to 850 202,517 647,483 On November 19, 2021, the Board of Directors approved a 10-for-1 stock split 6.6 0.00001 250 0.00001 1.1 0.00001 2.05 0.00001 900 0.00001 On September 1, 2023, the Company filed an amendment to the articles of incorporation which authorized the issuance of 8.75 0.00001 1.25 Effective October 21, 2024, the Company filed an amendment to the articles of incorporation which increased the authorized Common Stock from 6.6 17.8 0.00001 13.4 14.4 0.00001 1.25 2.25 0.00001 Preferred Stock Liquidation Preference The following table summarizes the liquidation preferences as of September 30, 2024, in order of liquidation: SUMMARY OF LIQUIDATION PREFERENCES (In Thousands) Shares Authorized Shares Issued and Outstanding Liquidation Preference Balance Series A-3 Preferred Stock 8,750,000 24,560 $ 19,648 Series A-2 Preferred Stock 2,050,000 174,160 139,328 Series A-1 Preferred Stock 1,100,000 850,605 67,198 Series A Preferred Stock 250,000 194,423 3,305 Non-classified Preferred Stock 2,250,000 - - Total Series A Preferred Stock 14,400,000 1,243,747 $ 229,479 Sales of Preferred Stock On June 25, 2024, the Company commenced an offering of up to 88,095 thousand shares of its Non-Voting Series A-3 Preferred Stock under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), at a per share price of $ 0.80 , plus 4,404 thousand Bonus Shares (as defined in the Offering Circular on file in the Company’s Form 1-A Offering Statement (Commission File No. 024-12402) (the “Form 1-A Offering Statement”)) for a maximum potential raise of $ 74 92.5 shares of Non-Voting Series A-3 Preferred Stock for gross proceeds of $ 74 consisting of $ 70,476 in cash proceeds and $ 3,523 in Bonus Share value for which no cash proceeds would be received by the Company. During the nine months ended September 30, 2024, the Company issued 16,217 11,479 During the nine months ended September 30, 2024, the Company issued 204 9,995 163 7,584 Warrants In connection with the issuance of certain A-3 shares, as of September 30, 2024 and December 31, 2023, the Company has issued 18,573 10,460 0.80 Escrow Receivable As of September 30, 2024, the Company had proceeds relating to its issuance of Series A-3 Preferred Stock that were held in escrow and released to the Company on October 1, 2024. The funds in escrow, net of holdbacks and offering fees totaled $ 1,109 1,372 232 Offering Costs and Deferred Offering Costs For the three and nine months ended September 30, 2024, the Company incurred offering costs of $ 507 583 77 534 As of September 30, 2024 and December 31, 2023, the Company recorded $ 56 Nil Subscription Liability As of September 30, 2024 and December 31, 2023, the Company had $ 1,067 451 Stock-based Compensation On August 12, 2024, the Company amended and restated the Amended 2021 Stock Incentive Plan (“Plan”) to increase the number of shares of Common Stock reserved for issuance under the Plan to 550 150 Administration: The Board of Directors delegated to the Compensation Committee of the Board of Directors the authority to administer the Plan (the “Plan Administrator”), which includes the authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interest of the Company, and to make all other determinations necessary for the administration of the Plan to the extent not contrary to the express provisions of the Plan. Eligibility: Eligible participants in this Plan include employees of, non-employee directors of, and consultants to the Company. To the extent permitted by applicable law, awards may also be granted to prospective employees and non-employee members of the Board, but no portion of any such award shall vest, become exercisable, be issued or become effective prior to the date on which such individual begins providing services to the Company. The Plan Administrator has the sole discretion to determine which participants will receive an award, including the determination of whether an award to an eligible participant will further the Plan’s purposes of providing incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the Company’s success by offering them an opportunity to participate in the Company’s future performance through the grant of awards, as well as the type of any award to be granted, the number of shares of Common Stock subject to any award, and the terms and conditions of any award. Awards: As of September 30, 2024, only Stock Options and Restricted Stock Units (“RSUs”) were outstanding under the Plan. The Plan permits the following types of awards: Stock Appreciation Rights: Stock Appreciation Rights (“SARs”) may be granted to Participants and shall have a per-share base value equal to the Fair Market Value of a share of Common Stock on the Grant Date. SARs may be settled at such times, and subject to restrictions and conditions, which need not be the same for all Participants; provided that no SAR shall settle later than ten (10) years from the Grant Date. Upon settlement, the Participant shall be entitled to receive payment of an amount determined by multiplying (a) the difference, if any, between the Fair Market Value of one share of Common Stock on the date of settlement and the base value of one share of Common Stock on the Grant Date; and (b) the number of shares of Common Stock with respect to which the SAR is settled. Payment for SARs shall be in cash, shares of Common Stock of equivalent value, or in a combination thereof. As of September 30, 2024, the Company has not issued any SARs. Restricted Stock: Restricted Stock awards may be subject to transfer and other restrictions including, without limitation, continued employment, performance conditions, or limitations on voting and/or dividend rights. Restricted Stock awards will be forfeited if the restrictions imposed on the Grant Date have not expired at the time of termination of employment or service in the case of a non-employee director or consultant. As of September 30, 2024, the Company has not issued any Restricted Stock. Stock Grant Awards: Stock Grant Awards grant the Participant the right to receive (or purchase at such price as previously determined in the award) a designated number of shares of Common Stock free of any vesting restrictions. The purchase price, if any, shall be payable in cash or other form of consideration. Stock Grant Awards may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation due to the Participant. As of September 30, 2024, the Company has not issued any Stock Grant Awards. Stock Options: Under the Plan, Stock Options may be granted to Eligible Participants at a per-share exercise no less than 100% of the Fair Market Value of one share of Common Stock as of the Grant Date. The Administrator shall determine when the Stock Option may be exercised, including any performance, vesting or other conditions, provided the term does not exceed ten (10) years from the Grant Date. If the Participant’s employment or service is terminated for cause, their unexercised Stock Options immediately lapse, including any vested Stock Options. Incentive Stock Options (“ISOs”) may only be granted to Participants who are also employees. The exercise price of ISOs shall equal the Fair Market Value of one share of Common Stock as of the Grant Date and shall expire upon the earlier of ten (10) years from the Grant Date (unless a shorter time is set in the Participant’s award agreement), provided that, ISOs granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company must have a per-share exercise price of no less than 110% of the Fair Market Value of one share of Common Stock as of the Grant Date and cannot have a term exceeding five (5) years from the Grant Date. The vested portion of a Stock Option lapses three (3) months following the effective date of the Participant’s termination of employment or twelve (12) months following the effective date of the Participant’s termination of employment due to death or disability, as defined in the Plan (in each case, unless a shorter time is set in the Participant’s award agreement) but in no event later than the expiration of the Stock Option. A summary of Stock Option activity as of September 30, 2024, and December 31, 2023 is as follows: SUMMARY OF STOCK OPTIONS ACTIVITY Weighted Average Exercise Price per Share (In Thousands except for per share price) Stock Options Exercise Price per Share Term (in years) Outstanding as of December 31, 2022 61,288 0.13 8.40 Granted 1,357 $ 0.70 Exercised - - Forfeited/cancelled (7,409 ) (0.37 ) Outstanding as of December 31, 2023 55,236 $ 0.13 7.90 Granted - - Exercised - - Forfeited/cancelled (5,036 ) 0.34 Outstanding as of September 30, 2024 50,200 0.17 7.65 Exercisable as of September 30, 2024 27,730 $ 0.05 7.60 The Company accounts for share-based compensation arrangements using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments, including stock options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes pricing model to estimate the fair value of Stock Options granted that are then expensed on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur in the year of forfeiture and share-based compensation expense adjusted accordingly. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award. The Company uses the Black-Scholes option pricing model to estimate the fair value of the Stock Options on the date of grant under the following assumptions: SCHEDULE OF OPTIONS VALUATION ASSUMPTIONS Expected life (years) (1) 5 6.5 Risk-free interest rate (2) 1.03 4.34 Expected volatility (3) 0.503 0.549 Annual dividend yield 0 % Weighted average fair value of options granted $ 0.14 (1) In accordance with SAB Topic 14, the expected life of employee stock options was estimated using the “simplified method,” as the Company has no 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 Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. (2) The risk-free rate was based on the United States bond yield rate at the time of grant of the award, whose term is consistent with expected life of the stock options. (3) Based on historical experience over a term consistent with the expected life of the stock options. (4) Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Share-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture. Restricted Stock Units: Restricted Stock Units (“RSUs”) grant the Participant the right to receive a certain number of shares of Common Stock, a cash payment equal to the Fair Market Value of that number of shares of Common Stock (determined as of a specified date), or a combination thereof, based on the terms and conditions of the award, as determined by the Plan Administrator. Upon termination of employment (or service as a non-employee director or consultant), unvested RSUs shall be forfeited. RSUs represent a right to receive a single common share. RSU awards generally vest over a 3-year service period During the three and nine months ended September 30, 2024, the Company did not grant any RSUs. During the nine months ended September 30, 2023, the Company granted 44,714 A summary of RSU activity as of September 30, 2024, and December 31, 2023 is as follows: SUMMARY OF RSU ACTIVITY Weighted-Average Grant Date (In Thousands except for per share amounts) RSU’s Fair Value per Share Outstanding as of December 31, 2022 17,857 $ 0.07 Awarded 54,357 0.80 Vested - - Cancelled (11,714 ) 0.80 Outstanding as of December 31, 2023 60,500 $ 0.57 Awarded - - Vested - - Cancelled (9,714 ) 0.80 Outstanding at September 30, 2024 50,786 $ 0.77 During the three and nine months ended September 30, 2024, and 2023, the Company recognized stock compensation expense related to stock options and RSU’s, as follows: SCHEDULE OF RECOGNIZED STOCK COMPENSATION EXPENSE RELATED TO STOCK OPTIONS AND RSU For the Nine Months Ended September 30, For the Three Months Ended September 30, (In Thousands) 2024 2023 2024 2023 Cost of Goods Sold $ 2,341 $ 2,970 $ 671 $ 1,679 General and Administrative 1,517 1,805 429 571 Sales and Marketing 1,257 582 403 237 Research and Development 1,560 466 247 466 Total Stock-Based Compensation Expense $ 6,675 $ 5,823 $ 1,750 $ 2,953 The expected life of employee stock options was estimated using the “simplified method,” as the Company has no 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 compatibles 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. The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeiture rates. Future stock-based compensation expense related to these options and RSUs as of September 30, 2024, to be recognized is approximately $ 15,280 1 |