Stock-based Compensation | No te 8 - Stock-based Compensation a ) Warrants The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2023 and December 31, 2022: Weighted Average Number of Exercise Price Warrants $ Outstanding at December 31, 2021 485,000 3.88 Granted 54,000 3.05 Outstanding at December 31, 2022 539,000 3.80 Granted 448,500 2.00 Expired (125,000 ) 2.47 Outstanding at December 31, 2023 862,500 3.05 Exercisable at December 31, 2023 835,500 3.05 Warrants Granted 2023 The Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $2.00 per share. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued in the Freedom offering failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. 2022 Effective April 4, 2022, the Company granted a warrant to purchase 54,000 shares of common stock to a Company employee for services to the Company and/or its subsidiaries. This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share. The Company has calculated the estimated fair market value of this warrant at $80,901, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $2.95, exercise price $3.05, 71.07% volatility, 2.53% risk-free rate, and no forfeiture rate. Warrant Expiration 2023 Effective February 26, 2023, a warrant to purchase 125,000 shares of common stock expired unexercised. 2022 During the year ended December 31, 2022, no warrants expired unexercised. Below is a table summarizing the warrants issued and outstanding as of December 31, 2023. The warrants outstanding have a weighted average price of $3.05 per share and an aggregate weighted average remaining contractual life of 3.83 years. The warrants exercisable have a weighted average price of $3.05 per share. Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Exercised Outstanding Exercisable ($) Life (Years) $ 448,500 448,500 2.00 4.46 897,000 54,000 27,000 3.05 4.76 164,700 50,000 50,000 3.45 2.17 172,500 125,000 125,000 3.95 3.01 493,750 185,000 185,000 4.90 3.09 906,500 862,500 835,500 2,634,450 Stock-based compensation expense related to warrants of $30,574 and $84,102 was recorded for the years ended December 31, 2023, and December 31, 2022, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $5,238 and is expected to be recognized over a period of 0.26 years. As of December 31, 2023, the total intrinsic value of warrants was $nil. b) Options The Company currently has options outstanding under both its 2011 Plan (for option issuances prior to 2016,) and its 2015 Plan (for option issuances commencing in 2016). Effective as of January 1, 2016, no additional awards were or may be made under the 2011 Plan. The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by the stockholders at an annual meeting held on October 30, 2015. On August 5, 2016, the Board of Directors adopted an amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 1,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on October 7, 2016. On June 13, 2017, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 2,500,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 8, 2017. On June 15, 2018, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 3,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 7, 2018. On March 27, 2019, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,000,000 shares to an aggregate maximum of 4,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 14, 2019. On March 31, 2021, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,750,000 shares to an aggregate maximum of 6,000,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 17, 2021. On April 4, 2022, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such plan by 1,750,000 shares to an aggregate maximum of 7,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 13, 2022. On April 17, 2023, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such plan by 1,950,000 shares to an aggregate maximum of 9,700,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 28, 2023. The 2015 Plan permits the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance awards. The primary purpose of the 2015 Plan is to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company that is tied to the Company’s performance, thereby giving them an interest in the success and increased value of the Company. The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole. The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2023 and December 31, 2022. Weighted Average Number of Exercise Price Options $ Outstanding at December 31, 2021 5,027,518 3.87 Expired/Cancelled (42,413 ) 3.43 Outstanding at December 31, 2022 4,985,105 3.87 Expired/Cancelled (285,536 ) 3.89 Outstanding at December 31, 2023 4,699,569 3.87 Exercisable at December 31, 2023 4,699,569 3.87 2023 During the year ended December 31, 2023, no options were granted. 2023 During the year ended December 31, 2023, the following table summarizes the options cancelled. Equity Incentive Plan Options (#) Grant Date Options Cancelled (#) Grant Price ($) Cancellation Date 2015 25,000 Apr 15, 2016 25,000 4.00 Feb 18, 2023 2015 55,000 Apr 13, 2020 55,000 3.60 Feb 18, 2023 2015 50,000 Mar 30, 2017 50,000 5.00 Feb 18, 2023 2015 50,000 Feb 11, 2019 50,000 3.25 Feb 18, 2023 2015 50,000 Jan 23, 2018 50,000 4.00 Feb 18, 2023 2015 32,383 Aug 3, 2021 32,383 3.40 Feb 18, 2023 2011 5,267 Mar 20, 2013 5,267 4.35 Mar 20, 2023 2011 1,100 Mar 20, 2013 1,100 4.35 Mar 20, 2023 2015 4,317 Aug 3, 2021 4,317 3.40 Jun 28, 2023 2011 550 Sep 2, 2013 550 3.35 Sep 2, 2023 2011 550 Sep 2, 2013 550 4.35 Sep 2, 2023 2011 550 Sep 2, 2013 550 4.35 Sep 2, 2023 2011 2,167 Sep 2, 2013 2,167 3.35 Sep 2, 2023 2011 2,167 Sep 2, 2013 2,167 4.35 Sep 2, 2023 2011 2,167 Sep 2, 2013 2,167 4.35 Sep 2, 2023 2015 4,318 Aug 3, 2021 4,318 3.40 Sep 28, 2023 285,536 285,536 2022 During the year ended December 31, 2022, the following table summarizes the options cancelled. Equity Incentive Plan Options (#) Grant Date Options Cancelled (#) Grant Price ($) Cancellation Date 2015 2,515 Aug 3, 2021 2,515 3.40 Aug 18, 2022 2015 5,000 Apr 13, 2020 5,000 3.60 Nov 18, 2022 2015 2,515 Aug 3, 2021 2,515 3.40 Nov 18, 2022 2015 32,383 Aug 3, 2021 32,383 3.40 Nov 18, 2022 42,413 42,413 Below is a table summarizing the options issued and outstanding as of December 31, 2023, all of which were issued pursuant to the 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016)and which have a weighted average exercise price of $ 3.87 per share and an aggregate weighted average remaining contractual life of 4.23 years. Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Life Exercised Outstanding Exercisable ($) (Years) $ 585,000 585,000 3.25 1.12 1,901,250 981,569 981,569 3.40 7.60 3,337,335 740,000 740,000 3.60 6.36 2,664,000 1,607,837 1,607,837 4.00 2.73 6,431,348 89,163 89,163 4.38 4.07 390,534 50,000 50,000 4.80 3.01 240,000 646,000 646,000 5.00 3.24 3,230,000 4,699,569 4,699,569 18,194,467 Stock-based compensation expense related to stock options of $287,363 and $1,127,502 was recorded for the year ended December 31, 2023 and December 31, 2022 respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $nil and is expected to be recognized over a period of nil years. As of December 31, 2023, the total intrinsic value of stock options was $nil. As of December 31, 2023, an aggregate of 608,190 shares of common stock remained available for future issuance under the 2015 Plan. c ) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of December 31, 2023, all of which were issued pursuant to the 2015 Plan. Weighted Average Number of Exercise Price RSUs $ Outstanding at December 31, 2021 810,750 3.33 Granted 1,892,102 1.64 Vested (377,007 ) 3.33 Cancelled (62,937 ) 2.88 Outstanding at December 31, 2022 2,262,908 2.05 Granted 2,317,882 0.79 Vested (836,828 ) 2.35 Cancelled (109,010 ) 1.77 Outstanding at December 31, 2023 3,634,952 1.01 2023 Below is a table summarizing the RSUs granted during the year ended December 31, 2023, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. The exception to this is specified in note (iv) which is described in detail below. Equity First Second Third RSU Incentive RSUs # Grant Vesting Vesting Vesting Vesting Expense Note Plan Date Period Date Date Date $ 2015 57,000 Mar 27, 2023 36 Months Mar 27, 2024 Mar 27, 2025 Mar 27, 2026 98,040 2015 50,000 Mar 27, 2023 24 Months Mar 27, 2024 Mar 27, 2025 N/A 86,000 2015 5,325 Mar 27, 2023 12 Months Mar 27, 2024 N/A N/A 9,159 2015 47,000 Jun 15, 2023 36 Months Jun 15, 2024 Jun 15, 2025 Jun 15, 2026 74,260 2015 8,392 Jun 15, 2023 12 Months Jun 15, 2024 N/A N/A 13,260 2015 43,165 Jul 13, 2023 6 Months Oct 13, 2023 Jan 13, 2024 N/A 56,978 2015 14,000 Jul 13, 2023 36 Months Jul 13, 2024 Jul 13, 2025 Jul 13, 2026 18,479 2015 34,000 Sep 11, 2023 36 Months Sep 11, 2024 Sep 11, 2025 Sep 11, 2026 44,540 2015 1,569,000 Sep 28, 2023 36 Months Sep 28, 2024 Sep 28, 2025 Sep 28, 2026 1,098,300 (i) 2015 450,000 Oct 19, 2023 Up to 42 Months Variable Variable Variable 306,000 2015 40,000 Dec 11, 2023 36 Months Dec 11, 2024 Dec 11, 2025 Dec 11, 2026 23,200 2,317,882 1,828,216 (i) These RSUs were granted by the Compensation Committee of the Board of Directors in September 2023, with an effective date of October 19, 2023 and vest upon the share price closing above $5.00 per share for a minimum of thirty consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. 2022 Below is a table summarizing the RSUs granted during the year ended December 31, 2022, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. The exception to this is specified in note (iv) which is described in detail below. Equity First Second Third RSU Incentive RSUs Grant Vesting Vesting Vesting Vesting Expense Note Plan # Date Period Date Date Date $ 2015 8,000 Feb 8, 2022 24 Months Feb 8, 2023 Feb 8, 2024 N/A 22,640 2015 30,000 Mar 1, 2022 24 Months Mar 1, 2023 Mar 1, 2024 N/A 84,300 2015 32,000 Apr 4, 2022 24 Months Apr 4, 2023 Apr 4, 2024 N/A 94,400 2015 104,000 Apr 4, 2022 36 Months Apr 4, 2023 Apr 4, 2024 Apr 4, 2025 306,800 2015 33,000 Jun 1, 2022 24 Months Jun 1, 2023 Jun 1, 2024 N/A 80,850 2015 63,102 Aug 15, 2022 24 Months Aug 15, 2023 Aug 15, 2024 N/A 126,835 2015 25,000 Sep 21, 2022 24 Months Sep 21, 2023 Sep 21, 2024 N/A 42,250 (ii) 2015 1,144,000 Oct 4, 2022 36 Months Oct 4, 2023 Oct 4, 2024 Oct 4, 2025 1,670,240 (iii) 2015 450,000 Oct 4, 2022 Up to 42 Months Variable Variable Variable 321,078 (iv) 2015 3,000 Nov 29, 2022 36 Months Nov 29, 2023 Nov 29, 2024 Nov 29, 2025 6,450 1,892,102 2,755,843 (ii) These RSUs vest upon the achievement of corporate goals focused around product development and commercialization with further time-based vesting, subject to continued service of the award recipient to the Company through the applicable vesting dates. On October 13, 2022, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain corporate goals previously established by the Compensation Committee, which resulted in the vesting of the rights with respect to an aggregate of 198,275 RSUs. The RSUs are further subject to a three-year time-based vesting schedule, vesting in three equal installments on the dates set forth in the table above, and conditioned upon the recipient’s continued service through the applicable vesting date. On January 12, 2023, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain additional corporate goals, which resulted in the vesting of the rights with respect to an aggregate of an additional 424,875 RSUs, subject to the foregoing time-based vesting and conditioned upon the recipient’s continued service through the applicable vesting date. (iii) These RSUs vest upon the share price closing above $5.00 per share for a minimum of ten consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. (iv) The Company granted an aggregate of 3,000 RSUs on November 29, 2022 as an employment inducement award. These RSUs are subject to time-based vesting and subject to the continued service of each recipient. Below is a table summarizing the RSUs vested during the year ended December 31, 2023, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Vest Date Shares Issued Shares Withheld for Taxes 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 15,000 Mar 25, 2023 15,000 - 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 2015 208,809 Aug 3, 2023 167,809 41,000 2015 34,102 Aug 15, 2023 23,764 10,338 2015 12,000 Sep 7, 2023 7,046 4,954 2015 12,500 Sep 21, 2023 7,434 5,066 2015 357,346 Oct 4, 2023 298,738 58,608 2015 19,904 Oct 4, 2023 6,883 13,021 2015 21,583 Oct 13, 2023 21,583 - 2015 21,750 Nov 1, 2023 21,750 - 2015 334 Nov 29, 2023 334 - 2015 2,000 Dec 15, 2023 1,185 815 836,828 658,102 178,726 Below is a table summarizing the RSUs vested during the year ended December 31, 2022, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Vest Date Shares Issued Shares Withheld for Taxes 2015 15,000 Mar 25, 2022 15,000 - 2015 26,250 Apr 13, 2022 21,712 4,538 2015 50,000 May 1, 2022 35,000 15,000 2015 230,102 Aug 3, 2022 191,992 38,110 2015 12,000 Sep 7, 2022 7,038 4,962 2015 19,905 Oct 4, 2022 13,022 6,883 2015 21,750 Nov 1, 2022 12,344 9,406 2015 2,000 Dec 15, 2022 1,181 819 377,007 297,289 79,718 Below is a table summarizing the RSUs cancelled during the year ended December 31, 2023, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Cancellation Date RSUs Cancelled 2015 23,000 Apr 30, 2023 23,000 2015 21,000 May 5, 2023 21,000 2015 2,000 Jun 15, 2023 2,000 2015 17,343 Jun 28, 2023 17,343 2015 14,000 Jul 28, 2023 14,000 2015 10,000 Sep 22, 2023 10,000 2015 2,667 Oct 4, 2024 2,667 2015 19,000 Oct 20, 2024 19,000 109,010 109,010 Below is a table summarizing the RSUs cancelled during the year ended December 31, 2022, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs # Cancellation Date RSUs Cancelled 2015 33,000 May 31, 2022 33,000 2015 1,365 Aug 18, 2022 1,365 2015 17,572 Nov 18, 2022 17,572 2015 11,000 Nov 21, 2022 11,000 62,937 62,937 Below is a table summarizing the RSUs issued and outstanding as of December 31, 2023 of which the last to vest have a remaining contractual life of 2.87 years. Weighted Average Weighted Average Grant date Remaining Number Fair Value Contractual Life Outstanding $ (Years) 40,000 0.58 1.87 450,000 0.68 3.30 450,000 0.69 2.26 1,569,000 0.70 1.75 34,000 1.31 1.70 35,582 1.32 1.16 719,987 1.46 0.84 36,392 1.58 1.02 12,500 1.69 0.73 102,325 1.72 1.00 29,000 2.01 0.62 666 2.15 0.94 11,500 2.45 0.42 9,000 2.81 0.17 85,000 2.95 0.51 50,000 3.31 0.33 3,634,952 Stock-based compensation expense related to RSUs of $1,971,607 and $1,903,054 was recorded in the years ended December 31, 2023, and December 31, 2022, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $1,925,613. |