STOCK-BASED COMPENSATION | NOTE 4 — STOCK-BASED COMPENSATION On June 29, 2016, the Board of Directors amended the Company’s 2015 Stock Option Plan (as amended, the “Plan”) authorizing the Company to grant awards to certain executives, key employees, and consultants under the Plan, which was approved by shareholders at the Annual Meeting of Shareholders held on September 6, 2016. The total number of shares of Common Stock, with respect to which awards may be granted pursuant to the Plan, may not exceed 6,000,000 pursuant to an amendment to the Plan approved by shareholders on April 23, 2019, at the 2019 Annual Meeting of Shareholders. On May 20, 2020, the Company entered into a Settlement Agreement related to its litigation with EMED as described above in “NOTE 3 — On February 20, 2019, the Board of Directors of the Company approved an increase in compensation for each non-employee director from $25,000 to $50,000 annually effective January 1, 2019, and an additional $10,000 annually for the chair of each Board committee effective February 20, 2019, in each case to be paid quarterly half in cash and half in common stock at the end of each fiscal quarter. On September 30, 2019, the Board of Directors of the Company named R. John Fletcher, a current KORU Medical director, as Chairman, replacing Executive Chairman, Daniel S. Goldberger, who remains a non-executive member of KORU Medical’s Board of Directors. In Mr. Fletcher’s role as Chairman, he receives an additional $50,000 in annual compensation, to be paid quarterly in shares of KORU Medical common stock based on the closing price of the stock on the last day of each quarter. Pursuant to Daniel S. Goldberger’s employment agreement dated October 12, 2018, on February 1, 2019, when Donald B. Pettigrew was appointed to President and Chief Executive Officer, Mr. Goldberger was awarded a performance bonus in the amount of $270,000 to be paid half in cash and half in stock. The number of shares that were issued totaled 90,604 and was based upon the closing price of the Common Stock of the Company on February 1, 2019, as reported by the OTCQX. These shares were issued on April 3, 2019. 2015 STOCK OPTION PLAN, as amended Time Based Stock Options The per share weighted average fair value of stock options granted during the nine months ended September 30, 2020 and September 30, 2019 was $6.53 and $1.33, respectively. The fair value of each award is estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the nine months ended September 30, 2020 and September 30, 2019. Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of the U.S. Treasury issues with a term equal to the expected life of the option being valued. September 30, 2020 2019 Dividend yield 0.00% 0.00% Expected Volatility 62.11 – 62.18% 56.10 – 60.70% Weighted-average volatility — — Expected dividends — — Expected term (in years) 10 Years 10 Years Risk-free rate 0.63 – 0.64% 1.60 – 2.72% The following table summarizes the status of the Plan with respect to time based stock options: Nine Months Ended September 30, 2020 2019 Shares Weighted Shares Weighted Outstanding at January 1 3,647,000 $ 1.32 2,419,000 $ 1.00 Granted 360,000 $ 9.54 1,650,000 $ 1.92 Exercised 747,006 $ 0.65 160,000 $ 0.37 Forfeited 200,000 $ 2.09 12,000 $ 0.87 Outstanding at September 30 3,059,994 $ 2.40 3,897,000 $ 1.41 Options exercisable at September 30 1,009,629 $ 1.36 1,037,885 $ 0.81 Weighted average fair value of options granted during the period — $ 6.53 — $ 1.33 Stock-based compensation expense — $ 572,775 — $ 473,139 Total stock-based compensation expense totaled $572,775 and $473,139 for the nine months ended September 30, 2020 and 2019, respectively. Cash received from option exercises for the nine months ended September 30, 2020 and 2019 was $95,880 and $58,900, respectively. The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2020 and 2019 was $6.53 and $1.33, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2020 and 2019 was $296,226 and $30,022, respectively. The following table presents information pertaining to options outstanding at September 30, 2020: Range of Exercise Price Number Weighted Weighted Number Weighted $0.50 – 9.76 3,059,994 7.5 years $ 2.40 1,009,629 $ 1.36 As of September 30, 2020, there was $3,679,084 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 48 months. The total fair value of shares vested as of September 30, 2020 and 2019, was $874,041 and $506,729, respectively. Performance Based Stock Options The per share weighted average fair value of stock options granted during the nine months ended September 30, 2020 and 2019 was zero and $1.16, respectively. The fair value of each award is estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the nine months ended September 30, 2020 and September 30, 2019. Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of the U.S. Treasury issues with a term equal to the expected life of the option being valued. September 30, 2020 2019 Dividend yield — 0.00% Expected Volatility — 58.90% Weighted-average volatility — — Expected dividends — — Expected term (in years) — 10 Years Risk-free rate — 2.07% The following table summarizes the status of the Plan with respect to performance based stock options: Nine Months Ended September 30, 2020 2019 Shares Weighted Shares Weighted Outstanding at January 1 1,000,000 $ 1.70 — $ — Granted — $ — 1,000,000 $ 1.70 Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding at September 30 1,000,000 $ 1.70 1,000,000 $ 1.70 Options exercisable at September 30 333,333 $ 1.70 — $ — Weighted average fair value of options granted during the period — $ — — $ 1.16 Stock-based compensation expense — $ 438,365 — $ 167,636 Total performance stock-based compensation expense totaled $438,365 and $167,636 for the nine months ended September 30, 2020 and 2019, respectively. The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2020 and 2019, was zero and $1.16, respectively. The following table presents information pertaining to performance based options outstanding at September 30, 2020. Range of Exercise Price Number Weighted Weighted Number Weighted $1.70 1,000,000 8.7 years $ 1.70 333,333 $ 1.70 As of September 30, 2020, there was $430,833 of total unrecognized compensation cost related to non-vested performance share option based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 31 months. The total fair value of shares vested as of September 30, 2020 and 2019 was $387,520 and zero, respectively. |