Equity [Text Block] | 15. EQUITY Common Stock As of March 31, 2024, total common stock issued and outstanding was 52,516,974 and 49,693,803, respectively. As of December 31, 2023, total common stock issued and outstanding was 52,538,100 and 49,714,929, respectively. At March 31, 2024 and December 31, 2023, a total of 2,823,171 shares of common stock were deemed issued but not outstanding. For the three months ended March 31, 2024: Common Stock Received from Sale of Subsidiary On February 26, 2024, the Company sold 100% of the equity interests in Haley for the return of 21,126 shares of the Company’s common stock held by the buyer. (see note 3). The Company Haley had no assets of liabilities at the time of the sale; the Company valued the 21,126 shares of common stock at the market price on the date of the acquisition of $1.00 per sale and recorded a gain in the amount of $21,126 on this transaction. For the three months ended March 31, 2023: On February 28, 2023, the Company issued 267,030 shares with a value of $112,152 to three employees as compensation. During the three months ended March 31, 2023, the Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: an aggregate total of 400,007 shares of common stock with a market value of $93,600 were accrued for issuance to its previous Chief Executive Officer; of this amount, 207,839 with a market value of $52,919 were withheld for the payment of income taxes, and the net number of shares issuable to the previous Chief Executive Officer was 192,168 with a market value of $45,680. Also during the period, an aggregate total of 15,106 shares of common stock with a market value of $5,000 were accrued for issuance to two board members, and $19,428 was expensed during the quarter for the share based plan for the Chief Executive Officer (see below). These restricted stock grants are being amortized over their vesting periods of one to three years. During the three months ended March 31, 2023, the total amount of $178,048 was charged to non-cash compensation and $52,919 was charged to cash compensation in connection with these grants. Share based executive compensation plans CEO Stock Plan On February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s CEO. On November 3, 2023, the Company recognized that the hiring of Mr. Bennett was protracted, and the original employment agreement calculated the number of Shares to be granted in connection with the Executive Compensation Plan on the basis of the number of Shares outstanding as of October 2022, which did not take into consideration the number of shares that were issued to a departing executive and to certain other employees of the Company thereafter. Accordingly, the number of shares issuable to Mr. Bennett at each price target was adjusted, effective as of the original date of the plan. Pursuant to this agreement, Mr. Bennett was provided with an incentive compensation plan (the “CEO Stock Plan”) whereby Mr. Bennett would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.60 2.00 % 975,133 $ 0.80 1.50 % 731,350 $ 1.00 1.00 % 487,567 $ 1.20 0.75 % 365,675 $ 1.40 0.75 % 365,675 $ 1.60 0.50 % 243,783 $ 1.80 0.50 % 243,783 $ 2.00 0.50 % 243,783 The value of the plan was determined to be $660,541. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 34 months. During the three months ended March 31, 2024, the amounts of $58,283 was charged to operations pursuant to the CEO Stock Plan. On November 7, 2023, the Company issued 678,302 shares of common stock, net of 296,831 shares withheld for income tax purposes, to its Chief Executive Officer pursuant the achievement of the first price target in the CEO Stock Plan. On March 19, 2024, the Company’s stock price attained the second price target in the CEO Stock Plan, and Mr. Bennett became eligible to receive 731,350 shares of the Company’s common stock. These shares have not been issued as of March 31, 2024. COO Stock Plan On April 14, 2023, the Company entered into an employment agreement with Brady Smallwood to become the Company’s COO effective May 15, 2023. Pursuant to this agreement, Mr. Smallwood was provided with an incentive compensation plan (the “COO Stock Plan”) whereby Mr. Smallwood would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.87 0.40 % 196,627 $ 1.16 0.30 % 147,470 $ 1.45 0.20 % 98,313 $ 1.74 0.15 % 73,735 $ 2.03 0.15 % 73,735 $ 2.32 0.10 % 49,157 $ 2.61 0.10 % 49,157 $ 2.90 0.10 % 49,157 The value of the plan was determined to be $199,951. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 31.5 months. During the three months ended March 31, 2024, the amount of $19,043 was charged to operations pursuant to the COO Stock Plan. At March 31, 2024, none of the price targets under the COO Stock Plan have been achieved. CFO Stock Plan On December 29, 2023, the Company entered into an employment agreement with Gary Schubert to become the Company’s CFO effective January 1, 2024. Pursuant to this agreement, Mr. Schubert was provided with an incentive compensation plan (the “CFO Stock Plan”) whereby Mr. Schubert would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 1.23 0.40 % 131,085 $ 1.63 0.30 % 98,313 $ 2.04 0.20 % 65,542 $ 2.45 0.15 % 49,157 $ 2.86 0.15 % 49,157 $ 3.27 0.10 % 32,771 $ 3.68 0.10 % 32,771 $ 4.08 0.10 % 32,771 The CFO Stock Plan had a fair value of $238,747 at inception (see “Stock Plan Valuation” section below). This amount will be amortized over the 30-month life of the plan beginning January 1, 2024. During the three months ended March 31, 2024, $23,875 of this amount was charged to operations. At March 31, 2024, none of the price targets under the COO Stock Plan have been achieved. The Company relied upon the guidance of Statement of Financial Account Standards No. 718 Compensation – Stock Compensation (“ASC 718”) in accounting for the CEO, COO, and CFO Stock Plans. A Monte Carlo market-based performance stock awards model was used in valuing the plan, with the following assumptions: ● The stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution. The stock price of the underlying instrument is modeled such that it follows a geometric Brownian motion with constant drift and volatility. ● The Company would award the stock upon triggering the thresholds. ● Annual attrition or forfeiture rates (i.e., pre–vesting forfeiture assumption) are assumed to be zero given the Holder’s position with the Company. ● No Projected capital events were included in the adjustments to the shares issued and outstanding in the projected simulations. ● Awards/Payouts were discounted at the risk–free rate. The CEO, COO, and CFO Stock Plans were valued utilizing the following: December 31, 2023 Volatility 103.9%-113.7% Dividends $ 0 Risk-free interest rates 4.45%-4.45% Expected term (years) 2.63-2.91 Stock Appreciation Rights Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. The Smallwood SARs vest upon issuance, and expire on December 31, 2026; 750,000 of the Smallwood SARs are priced at $1.50 per share, and 750,000 are priced at $2.00 per share. It is the Company’s intention to settle the Smallwood SARs in cash if the stock price exceeds the $1.50 and $2.00 per share price prior to the expiration date. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $9,794 upon issuance; this amount was charged to operations and credited to stock appreciation rights liability. The Smallwood SARs are revalued each quarter, and any gain or loss in the fair value is charged to non-cash compensation expense. At March 31, 2024, the Smallwood SARs had a fair value of $373,918; the increase in fair value in the amount $118,898 during the three months ended March 31, 2024 was charged to non-cash compensation. See note 13. The Smallwood SARs were valued using the Black-Scholes valuation model utilizing the following variables: March 31, December 31, 2024 2023 Volatility 86.58 % 45.0-53.3 % Dividends $ - $ - Risk-free interest rates 4.59 % 3.67-4.87 % Term (years) 2.75 2.63-2.51 Options The following table summarizes the options outstanding at March 31, 2024 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.41 125,000 0.07 $ 0.41 125,000 $ 0.41 $ 0.50 125,000 0.07 $ 0.50 125,000 $ 0.50 $ 0.60 50,000 1.75 $ 0.60 43,750 $ 0.60 $ 1.00 50,000 1.75 $ 1.00 43,750 $ 1.00 $ 1.25 130,000 2.25 $ 1.25 - $ - $ 1.75 130,000 2.25 $ 1.75 - $ - 610,000 1.27 $ 0.96 350,000 $ 0.55 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2023 350,000 $ 0.55 Granted 260,000 $ 1.50 Exercised - $ - Cancelled / Expired - $ - Options outstanding at March 31, 2024 (unaudited) 610,000 $ 0.96 Options exercisable at March 31, 2024 (unaudited) 350,000 $ 0.55 Aggregate intrinsic value of options outstanding and exercisable at March 31, 2024 was $156,075. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $1.00 at March 31, 2024, and the exercise price multiplied by the number of options outstanding. During the three months ended March 31, 2024 and 2023, the Company charged the amount of $2,034 and $0, respectively, to operations for the vesting of stock options. |