Quarterly report [Sections 13 or 15(d)]

Share-based compensation

v3.25.2
Share-based compensation
6 Months Ended
Jun. 30, 2025
Share-based compensation  
Share-based compensation

13Share-based compensation

Equity Incentive Plan

On June 18, 2025, the stockholders of the Company approved Amendment No. 2 to the Amended and Restated 2020 Equity Incentive Plan (the “Plan”) to increase the total number of shares of Common Stock reserved for issuance under the Plan by 108,612 shares to 191,112 total shares issuable under the Plan. As of June 30, 2025, 182 shares of Common Stock were available for future grants under the Plan. On June 27, 2025, the Board approved a further amendment to the Plan which removed the annual individual grant limit of 20,000 shares.  

The table below sets forth the outstanding options to purchase shares of Common Stock under the Plan:

    

    

    

    

    

Weighted

 

Average

 

Weighted

 

Remaining

 

Average

 

Contractual

 

Number of

 

Exercise

 

Term

 

Shares

 

Price

 

(Years)

Outstanding at December 31, 2024

 

81,077

$

98.93

 

7.39

Granted

 

109,853

 

4.71

 

Exercised

 

 

 

Outstanding at June 30, 2025

 

190,930

$

44.72

 

8.68

Exercisable at June 30, 2025

76,744

$

104.12

6.86

 

 

During the six months ended June 30, 2025, the Company granted certain individuals options to purchase 109,853 shares of the Company’s Common Stock with an average exercise price of $4.711 per share, contractual terms of 10 years and vesting periods ranging from 100% after one year to 33.333% after one year and the remaining 66.667% in 24 equal monthly installments, thereafter. The options had an aggregate grant date fair value of $413,950 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model included: (1) discount rates ranging from 3.88% to 4.0275% based on the daily par yield curve rates for U.S. Treasury obligations, (2) expected lives ranging from 5.5 years 6.0 years based on the simplified method (vesting plus contractual term divided by two), (3) expected volatility ranging from 96.92% to 99.57% based on the average historical volatility of comparable companies’ stock, (4) no expected dividends and (5) fair market value of the Company’s stock ranging from $4.71 to $4.80 per share.

During the six months ended June 30, 2024, the Company granted certain individuals options to purchase 15,031 shares of the Company’s Common Stock with an average exercise price of $8.925 per share, contractual terms of 10 years and a vesting period of one year. The options had an aggregate grant date fair value of $105,931 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model included: (1) discount rate of 4.2975% based on the daily par yield curve rates for U.S. Treasury obligations, (2) expected life of 5.5 years based on the simplified method (vesting plus contractual term divided by two), (3) expected volatility of 100.76% based on the average historical volatility of comparable companies’ stock, (4) no expected dividends and (5) fair market value of the Company’s stock of $8.925 per share.

As of June 30, 2025 the aggregate intrinsic value of options outstanding was $6,490.

The Company recognized share-based compensation expense related to stock options during the three and six months ended June 30, 2025 and 2024, of $65,027 and $149,501, respectively, and $148,948 and $287,917, respectively. The unrecognized compensation expense for stock options at June 30, 2025 was $433,190.

Stock Options for Unregistered Securities

In addition to the stock options issued under the Plan, and in conjunction with the IPO, the Company granted non-qualified stock options to purchase 11,700 shares of Common Stock as provided for in the employment agreement of our former President, Richard Burch (the “President Options”). The President Options are exercisable within 10 years of the date of grant at $250.00 per share, were 100% vested at the grant date and have a remaining contractual term of 5.47 years. As of June 30, 2025, there was no unrecognized compensation expense related to these options as they were 100% vested upon issuance. The shares of Common Stock issuable upon exercise of the President Options will be unregistered, and the option agreement does not include any obligation on the part of the Company to register such shares of Common Stock. Consequently, the Company has not recognized a contingent liability associated with registering the securities for the arrangement. As of June 30, 2025, the aggregate intrinsic value of the President Options was $0.

Underwriters Warrants

In conjunction with the IPO, the Company granted the underwriters warrants to purchase 6,900 shares of Common Stock at an exercise price of $312.50 per share. The warrants became 100% exercisable on December 21, 2021.

In conjunction with the Offering in September 2022, the Company granted the Underwriter warrants to purchase 20,000 shares of Common Stock at an exercise price of $15.625 per share (the “Representative Warrants”). The Representative Warrants became 100% exercisable on March 18, 2023.

There were no warrant exercises for the six months ended June 30, 2025 and 2024 and there is no unrecognized compensation expense for these awards as of June 30, 2025.

The table below sets forth the outstanding warrants to purchase common shares:

    

    

    

    

    

Weighted

 

Average

 

Weighted

 

Remaining

 

Average

 

Contractual

 

Number of

 

Exercise

 

Term

 

Shares

 

Price

 

(Years)

Outstanding at December 31, 2024

 

7,755

$

279.77

 

1.15

Granted

 

 

 

Outstanding at June 30, 2025

 

7,755

$

279.77

 

0.66

Exercisable at June 30, 2025

 

7,755

$

279.77

 

0.66

As of June 30, 2025, the aggregate intrinsic value of the warrants outstanding was $0.