Equity [Text Block] | 15. EQUITY Common Stock As of September 30, 2024, total number of shares of common stock issued and outstanding was 53,977,782 and 51,133,485, respectively. As of December 31, 2023, total number of shares of common stock issued and outstanding was 52,538,100 and 49,714,929, respectively. At September 30, 2024 and December 31, 2023, a total of 2,844,297 and 2,823,171 shares of common stock, respectively, were deemed issued but not outstanding. For the nine months ended September 30, 2024: 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). Haley had no assets or 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. On May 30, 2024, the Company issued a net amount of 24,138 shares of common stock pursuant to the cashless exercise of 50,000 options at an exercise price of $0.60 per shares. There was no gain or loss on this transaction because the shares were issued at the fair value of $1.16 per share. On July 9, 2024, the Company issued a total of 1,415,544 shares of common stock pursuant to the Company’s executive stock option plans. These shares were recorded at the aggregate par value of $1,415; there was no gain or loss recorded on these transactions as the shares were issued pursuant to the terms of the compensation plans. For the nine months ended September 30, 2023: On February 1, 2023, the Company issued 875,000 shares of common stock, net of 207,839 shares withheld for income taxes, to its previous Chief Executive Officer compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On February 28, 2023, the Company issued 267,030 shares of common stock with a value of $112,169 to three employees as compensation. On March 31, 2023, the Company accrued the issuance of 207,274 shares of common stock with a value of $45,680 to its then officers and directors for compensation. These shares were recorded to common stock to be issued. On April 26, 2023, the Company issued 400,000 shares of common stock to the previous Chief Executive Officer pursuant to the SK Agreements. See Note 16. On June 30, 2023, the Company accrued the issuance of 15,106 shares of common stock with a value of $5,000 to two directors for compensation. These shares were recorded to common stock to be issued. 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 of common stock to be granted in connection with the CEO Stock Plan on the basis of the number of shares of common stock 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 and nine months ended September 30, 2024, the amounts of $58,283 and $174,849, respectively, were 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 $0.60 price target in the CEO Stock Plan. On March 19, 2024, 731,350 shares of common stock vested pursuant to the achievement of the $0.80 price target. These shares were issued on July 9, 2024. On May 28, 2024, 487,567 shares of common stock vested pursuant to the achievement of the $1.00 price target. These shares were issued on July 9, 2024. On July 30, 2024, the price target of $1.20 per share under the CEO Stock Plan was achieved and 365,675 shares of common stock vested pursuant to this plan. These shares had not been issued as of September 30, 2024. On October 7, 2024, the price target of $1.40 per share under the CEO Stock Plan was achieved and 365,675 shares of common stock vested pursuant to this plan. These shares had not been issued as of September 30, 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 and nine months ended September 30, 2024, the amounts of $19,043 and $57,129, respectively, were charged to operations pursuant to the COO Stock Plan. On April 17, 2024, 196,627 shares of common stock vested pursuant to the achievement of the $0.87 price target. These shares were issued on July 9, 2024. On July 25, 2024, the price target of $1.16 per share under the COO Stock Plan was achieved and 147,470 shares of common stock vested pursuant to this plan. These shares had not been issued as of September 30, 2024. 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 and nine months ended September 30, 2024, the amounts of $23,875 and $71,625, respectively, were charged to operations pursuant to the CFO Stock Plan. On July 31, 2024, the price target of $1.23 per share under the CFO Stock Plan was achieved and 131,085 shares of common stock vested pursuant to this plan. These shares had not been issued as of September 30, 2024. 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 % Remaining 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 COO. 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 September 30, 2024, the Smallwood SARs had a fair value of $731,181; the (decrease) increase in fair value in the amount of ($55,587) and $476,161 during the three and nine months ended September 30, 2024, respectively, was charged to non-cash compensation. See Note 13. The Smallwood SARs were valued using the Black-Scholes valuation model utilizing the following variables: September 30, December 31, 2024 2023 Volatility 86.58 - 121.30 % 45.0 - 53.3 % Dividends $ - $ - Risk-free interest rates 3.66 - 4.74 % 3.67 - 4.87 % Remaining expected term (years) 2.25 - 2.75 2.63 - 2.51 Options The following table summarizes the options outstanding at September 30, 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 $ 1.00 50,000 1.24 $ 1.00 50,000 $ 1.00 $ 1.25 130,000 1.75 $ 1.25 32,500 $ 1.25 $ 1.75 130,000 1.75 $ 1.75 32,500 $ 1.75 310,000 1.67 $ 1.42 115,000 $ 1.20 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 (50,000 ) $ 0.60 Cancelled / Expired (250,000 ) $ 0.46 Options outstanding at September 30, 2024 (unaudited) 310,000 $ 1.42 Options exercisable at September 30, 2024 (unaudited) 115,000 $ 1.20 Aggregate intrinsic value of options outstanding and exercisable at September 30, 2024 was $12,200. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $1.24 at September 30, 2024, and the exercise price multiplied by the number of options outstanding. During the three months ended September 30, 2024 and 2023, the Company charged the amount of $4,068 and $0, respectively, to operations for the vesting of stock options. During the nine months ended September 30, 2024 and 2023, the Company charged the amount of $10,170 and $0, respectively, to operations for the vesting of stock options. |