Annual report pursuant to Section 13 and 15(d)

STOCK OPTIONS AND RESTRICTED STOCK UNITS

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STOCK OPTIONS AND RESTRICTED STOCK UNITS
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
STOCK OPTIONS AND RESTRICTED STOCK UNITS

NOTE 8 – STOCK OPTIONS AND RESTRICTED STOCK UNITS

 

In 2016 to compensate officers, directors and other key service providers with equity grants, the Board approved the 2016 Omnibus Equity Incentive Plan (“2016 Plan”), which initially allowed for 4,000 shares of common stock, stock options, stock rights (restricted stock units), or stock appreciation rights to be granted by the Board in its discretion. This authorized amount was increased multiple times by Board resolution, most recently to 200,000 shares on January 13, 2022. As of December 31, 2022, there are 25,000 shares available under the 2016 Plan for future issuance; however, the Board may increase the authorized shares under the 2016 Plan each year to an amount equal to 5% of the total issued and outstanding common shares of the Company or such other amount in its reasonable discretion. The Board has indicated that they intend to increase the authorized shares under the 2016 Plan in 2023.

 

The Company issued 150,000 stock options to purchase common stock to officers and directors of the Company during 2022. These options have a 10 year term. The options have the following vesting schedules:

 

Vesting Description  

Number of

Options

 
       
      87,500  
50% 12 months after issuance and the balance 24 months after issuance     87,500  
100% 10 months after issuance     25,000  
34% 12 months after issuance, 33% 24 months after issuance, and the remaining 36 months after issuance     25,000  
Performance conditions set by Board of Directors     12,500  

 

A summary of stock option activity and related information during the years ended December 31, 2022 and 2021 is as follows:

 

    Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term     Aggregate Intrinsic Value  
Outstanding as of December 31, 2020     11,715     $ 70.00       5.6     $            -  
Granted     16,100     $ 14.40       -     $ -  
Outstanding as of December 31, 2021     27,815     $ 30.40       7.9     $ -  
Granted     150,000     $ 9.25       -     $ -  
Outstanding as of December 31, 2022     177,815     $ 12.57       8.8     $ -  
Exercisable as of December 31, 2022     56,565     $ 30.46       8.0     $ -  

 

 

The Company recorded $670,962 and $75,692 of stock-based compensation expense which is included in compensation and related expenses for the years ended December 31, 2022 and 2021, respectively, on the consolidated statement of operations.

 

The aggregate intrinsic value of options is the difference between the fair market value of the Company’s closing price of its common stock at each reporting date, less the exercise price multiplied by the number of options granted, which was $0 at December 31, 2022.

 

As of December 31, 2022, there was unrecognized stock-based compensation of $638,237 which is expected to be expensed through March 2024 based on the option vesting requirements. The weighted average fair value of options granted was $7.82 per share for the year ended December 31, 2022.

 

We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model using the fair market value of our common stock on the date of grant and a number of other assumptions. These assumptions include estimates regarding the expected term of the awards, estimates of the stock volatility over a duration that approximates the expected term of the awards, estimates of the risk-free rate, and estimates of expected dividend rates.

 

The assumptions that were used in Black-Scholes option pricing model for the year ended December 31, 2022 and 2021 were as follows:

 

 

    For the years ended  
    2022     2021  
Expected term (years)     5.50       5.38  
Expected volatility     130.6% - 166.7 %     153.9 %
Risk-free interest rate     1.65% - 1.86 %     0.94 %
Expected dividend yield     0.0 %     0.0 %