STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company expensed $477 thousand and $239 thousand related to restricted awards for the years ended December 31, 2023 and December 31, 2022, respectively.

The Company expensed $998 thousand and $1,084 thousand related to restricted stock units for the years ended December 31, 2023 and December 31, 2022, respectively.

On November 2, 2023 the Company issued 56,272 shares of common stock upon vesting of 72,329 restricted stock units, net of 16,057 shares of common stock withheld for taxes.

On September 20, 2023, the Company issued 15,965 shares of common stock upon vesting of 22,807 restricted stock units, net of 6,842 shares of commons stock withheld for taxes.

On July 31, 2023, the Company issued 14,000 shares of common stock upon vesting of 20,000 restricted stock awards, net of 6,000 shares of common stock withheld for taxes.

On April 22, 2023, 750 shares of common stock were retired to cover taxes on the vesting of 2,500 restricted stock award.

On March 31, 2023, the Company issued 1,750 shares of common stock upon vesting of 2,500 restricted stock units, net of 750 shares of common stock withheld for taxes.

On February 28, 2023, 353,492 shares of common stock were issued in relation to the acquisition of Trust Codes Global, see Note 4 – Business Combinations, for details.

On December 31, 2023, the Company issued 133,654 of restricted common stock, vesting immediately, with a value of $147 thousand, for consulting services.

During the year ended December 31, 2023, the Company retired 5,515 shares of common stock held in Treasury and 1,496 shares of common stock outstanding, relating to issuances in prior periods that have been forfeited or cancelled.

During the year ended December 31, 2023, the Company issued 50,002 shares of common stock issued upon the separation of a former director, relating to 50,002 shares of restricted stock units that had previously vested.

Non-Qualified Stock Purchase Plan

On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum number of common stock reserved and available for issuance under the 2021 Plan is 500,000 shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied FASB ASC 718, “Compensation-Stock Compensation” and estimated the fair value using the Black-Scholes model, as the 2021 Plan is considered compensatory. In relation to the 2021 Plan the Company expensed $53 thousand and $122 thousand for the years ended December 31, 2023 and December 31, 2022, respectively. During the years ended December 31, 2023, and December 31, 2022, the Company received $80 thousand and $102 thousand, respectively, in proceeds related to the 2021 Plan.

Shares Held in Treasury

As of December 31, 2023, and December 31, 2022, the Company had 329,351 and 389,967 shares, respectively, held in treasury with a value of approximately $659 thousand and $949 thousand, respectively.  

On August 31, 2023, six participants exercised their option under the Company’s 2021 Plan, and as a result, 12,802 shares were issued from treasury, with an exercise price of $0.96 per share.

On February 28, 2023, fourteen participants exercised their option under the Company’s 2021 Plan, and as a result, 57,245 shares were issued, of which 48,500 were issued from treasury, with an exercise price of $1.19 per share.

Shares Repurchase Program

Effective July 1, 2022, the Company’s Board of Directors approved a share repurchase program to allow the Company to spend up to $1.5 million to repurchase shares of its common stock, so long as the price does not exceed $5.00. This plan ended on July 1, 2023. During the year ended December 31, 2023, the Company repurchased 6,201 shares of common stock for $10 thousand under the Company’s repurchase program. In December 2023, the Company’s Board of Directors approved a new share repurchase program to allow the Company to spend up to $0.5 million to repurchase shares of its common stock so long as the price does not exceed $1.00 until December 14, 2024. During the year ended December 31, 2023, the Company did not repurchase shares of common stock under the Company’s current program.