Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Our authorized capital stock consists of 50 million shares of common stock, $0.0005 par value, and one million shares of preferred stock, $0.0005 par value.
Preferred Stock
The preferred stock authorized under our certificate of incorporation may be issued from time to time in one or more series. As of March 31, 2025 and December 31, 2024, no shares of preferred stock had been issued.
Common Stock Dividends
No dividends were declared during the three months ended March 31, 2025.
Common Stock
Equity Line of Credit - Keystone Capital Partners, LLC
On January 29, 2025, the Company entered into an Equity Line of Credit ("Keystone ELOC") with a purchaser, Keystone Capital Partners, LLC (“Keystone”) whereby the Company has the right to sell up to an aggregate of $7.7 million of shares of the Company’s common stock.
Upon entering into the Keystone ELOC, the Company agreed to issue to Keystone an aggregate of 352,176 common shares (the “Commitment Shares”) as consideration for Keystone’s commitment to purchase common shares upon the Company’s direction under the Keystone ELOC. The fair value of the Commitment Shares at the issuance date was $158,000, which was recognized as a reduction of equity.

During the three months ended March 31, 2025, the Company received $3.3 million net proceeds on sales of 11.3 million shares of common stock, including 4.2 million shares from the Company’s treasury account to Keystone after deducting commissions and expenses of $75,000, at a weighted-average price of $0.29 per share. As of March 31, 2025, the Company had a stock subscription receivable of $480,000, which was collected subsequently.
The 2022 Directors’ Equity Compensation Plan
On May 19, 2022, the stockholders of the Company approved the 2022 Directors’ Equity Compensation Plan (the “2022 Directors’ Plan”) at the 2022 Annual Meeting of Stockholders of the Company (the “2022 Annual Meeting”). The 2022 Directors’ Plan amended and restated the Company’s Amended and Restated 2010 Directors’ Equity Compensation Plan and provided for an increase in the number of shares reserved for issuance under the plan by 300,000 shares and for the adjustment of the per share exercise price of stock options granted under the 2022 Plan in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property (other than regular cash dividends).

On June 16, 2023 the stockholders of the Company approved the Amended and Restated 2022 Directors’ Equity Compensation Plan (the “Amended 2022 Directors’ Plan”) at the 2023 Annual Meeting of Stockholders of the Company. The Amended 2022 Directors’ Plan provides for an increase in the number of shares reserved for issuance under such plan by 150,000 shares.
During the three months ended March 31, 2025 and 2024, there were 200,000 and 210,000 stock options issued under the 2022 Directors Plan, respectively.
As of March 31, 2025, there were 100,000 shares of common stock available to be issued under the 2022 Directors’ Plan.
The 2010 Directors’ Equity Compensation Plan
On May 20, 2021, the stockholders of the Company approved the Amended and Restated 2010 Directors’ Equity Compensation Plan (the “Amended 2010 Directors’ Plan”) at the 2021 Annual Meeting of Stockholders of the Company (the “2021 Annual Meeting”). The Amended 2010 Directors’ Plan authorized the issuance of up to 775,000 shares of common stock. This plan was amended and restated on April 11, 2022 (to become the 2022 Directors' Plan), subject to stockholder approval, which was obtained at the 2022 Annual Meeting.
The 2022 Equity Compensation Plan
On May 9, 2022, the stockholders of the Company approved the 2022 Equity Compensation Plan (the “2022 Plan”) at the 2022 Annual Meeting. The 2022 Plan amended and restated the Company’s Amended and Restated 2010 Equity Compensation Plan and provided for an increase in the number of shares reserved for issuance under the plan by 1,000,000 shares and for the adjustment of the per share exercise price of stock options granted under the 2022 Plan in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property (other than regular cash dividends).
During the three months ended March 31, 2025 and 2024, there were 423,285 and 1,080,000 stock options issued under the 2022 Plan, respectively.
As of March 31, 2025, there were 16,250 shares of common stock available to be issued under the 2022 Plan.
The 2010 Equity Compensation Plan
On May 20, 2021, the stockholders of the Company approved the Amended and Restated 2010 Equity Compensation Plan (the “Amended 2010 Plan”) at the 2021 Annual Meeting. The Amended 2010 Plan authorized the issuance of up to 4,900,000 shares of common stock. This plan was amended and restated on April 11, 2022 (to become the 2022 Plan), subject to stockholder approval, which was obtained at the 2022 Annual Meeting.
The 2018 Stock Incentive Plan
On April 12, 2018, the Company's stockholders approved the 2018 Stock Incentive Plan (the “2018 Stock Plan”). The 2018 Stock Plan provides for the grant of incentive stock options to eligible employees of the Company, and for the grant of non-statutory stock options to eligible employees, directors and consultants. The 2018 Stock Plan provides that the total number of shares that may be issued pursuant to the 2018 Stock Plan is 2,300,000 shares. At April 12, 2018, all 2,300,000 shares had been granted in the form of stock options to Ted Karkus (the “CEO Option”), our Chief Executive Officer ("CEO").
The 2018 Stock Plan required certain proportionate adjustments to be made to the stock options granted under the 2018 Stock Plan upon the occurrence of certain events, including a special distribution (whether in the form of cash, shares, other securities, or other property) in order to maintain parity. Accordingly, the Compensation Committee of the board of directors, as required by the terms of the 2018 Stock Plan, adjusted the exercise price of the CEO Option in connection with each special cash dividend paid by the Company proportionately to the amount of the dividend paid. The final exercise price of the CEO Option was $0.60 per share after the latest special cash dividend paid on June 3, 2022.
All stock options were exercised under the 2018 Stock Plan during 2023. No share based compensation expense will be recognized in forward periods related to the 2018 Stock Plan.
Inducement Option Awards
On February 17, 2025 the Company issued a non-qualified stock option to Stuart Hollenshead, the Company's Chief Operational Officer (the “COO”), as an inducement to his employment with the Company, effective February 17, 2025 (the “2025 COO Award”). The 2025 COO Award entitles the COO to purchase up to 500,000 shares of the Company’s common stock at an exercise price of $0.60 per share. The 2025 COO Award vested 25% on the date of grant
and the remaining portion will vest 25% per year for the next three years on each of the first three anniversaries of the commencement date of Mr. Hollenshead’s employment, subject to his continued service on each vesting date. The 2025 COO Award expires on the seventh anniversary of the grant date. The 2025 COO Award provides for certain proportionate adjustments to be made in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property (other than regular cash dividends) in order to maintain parity. The grant date fair value of the 2025 COO Award was approximately $100,000.
All inducement awards have been granted outside of the Company’s equity compensation plans.

Summary of all option grants
The following table summarizes stock option activity during the three months ended March 31, 2025, (in thousands, except per share data).
Number of Shares Weighted Average Exercise Price  Weighted Average Remaining Contractual Life
(in years)		 Total Intrinsic Value
Outstanding as of January 1, 2025 3,881 $ 6.64  4.9 $ — 
Granted 1,123 0.60  7.0 — 
Forfeited (284) 6.07  —  — 
Outstanding as of March 31, 2025 4,720 $ 5.24  5.1 — 
Options vested and exercisable 2,491 $ 6.03  4.3 — 
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.40 for the Company’s common stock on March 31, 2025.
During the three months ended March 31, 2025, the Company granted options to purchase 1,123,000 shares of the Company’s common stock to various employees and directors. The options grant date fair value was valued at $227,000 during the three months ended March 31, 2025, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of stock options for employees are expensed over the vesting term in accordance with the terms of the related stock option agreements.
The following table summarizes weighted average assumptions used in determining the fair value of the stock options at the date of grant during the three months ended March 31, 2025 and 2024:
For the three months ended
March 31, 2025 March 31, 2024
Exercise price $ 0.60  $ 6.00 
Expected term (years) 4.6 4.5
Expected stock price volatility 92.1  % 79.6  %
Risk-free rate of interest 4.3  % 4.2  %
Expected dividend yield (per share) 0  % 0  %
The expected stock price volatility is based on the Company’s historical common stock trading prices and the expected term is based on the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method.
Stock Warrants
The following table summarizes warrant activity during the three months ended March 31, 2025 (in thousands, except per share data):
Number of Shares Weighted Average Exercise
Price		 Weighted Average
Remaining Contractual Life
 (in years)
Outstanding as of January 1, 2025 616 $ 5.93  3.8
Granted 120  0.60
Outstanding as of March 31, 2025 736 $ 5.06  3.5
Warrants vested and exercisable 736 $ 5.06  3.5
During the three months ended March 31, 2025, the Company granted warrants to purchase 120,000 shares of the Company’s common stock to various consultants. The warrants grant date fair value was valued at 120,000 during the three months ended March 31, 2025, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of warrants for consultant are fully expensed on the issuance date based on the vesting term.
The following table summarizes weighted average assumptions used in determining the fair value of the warrants at the date of grant during the three months ended March 31, 2025:
Exercise price $ 0.60 
Expected term (years) 3.0
Expected stock price volatility 87.7  %
Risk-free rate of interest 4.3  %
Expected dividend yield (per share) 0  %
The Company recognized $0.5 million and $1.6 million of share-based compensation expense during the three months ended March 31, 2025 and 2024, respectively. The Company will recognize an aggregate of approximately $4.1 million of remaining share-based compensation expense related to outstanding stock options over a weighted average period of 3.0 years.