Stockholders Equity

12 Months Ended

Dec. 31, 2023

Stockholders Equity

Shareholders' Equity

5. Stockholders’ Equity.

Stock-Based Compensation. The Company’s stock-based compensation plans are administered by the Compensation Committee of the Board of Directors, which, subject to approval by the Board of Directors, selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the award.

Stock-based compensation expense that was recognized in the continuing operations of the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022 was $39,000 and $91,000, respectively.  Stock based compensation for discontinued operations for the years ended December 31, 2023 and 2022 was $5,000 and $32,000, respectively

The Company uses the Black-Scholes option pricing model to estimate fair value of stock-based awards with the following weighted-average assumptions:

	2023			2022
Employee Stock Purchase Plan:
Expected life (years)		1.0			1.0
Expected volatility		95	%		169	%
Dividend yield		0	%		0	%
Risk-free interest rate		4.7	%		0.4	%

The Company uses the graded attribution method to recognize expense for unvested stock-based awards. Forfeitures are recognized as incurred.

Stock Options, Restricted Stock, Restricted Stock Units, and Other Stock-Based Compensation Awards. The Company maintains stock and incentive plans (the “Plans).

Under the terms of the Plans, the Company may grant awards in a variety of instruments including stock options, restricted stock and restricted stock units to employees, consultants and directors generally at an exercise price at or above 100% of fair market value at the close of business on the date of grant. Stock options expire 10 years after the date of grant and generally vest over three years. The Company issues new shares of common stock upon grant of restricted stock, when stock options are exercised, and when restricted stock units are vested and/or settled.

The following table summarizes activity under the Plans:

	Plan Shares Available for Grant			Plan Options Outstanding			Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value
Balance at January 1, 2022		97,648			19,122		$	13.23
Restricted stock units and awards granted		(6,248	)		—
Stock options exercised		—			(1,300	)		8.26	$	2,422
Cancelled or forfeited options		1,462			(3,736	)		11.41
Balance at December 31, 2022		92,862			14,086			14.17
Cancelled or forfeited options		12,623			(12,623	)		14.02
Balance at December 31, 2023		105,485			1,463			15.54

The following table summarizes information about the stock options outstanding at December 31, 2023:

		Options Outstanding							Options Exercisable
Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life			Weighted Average Exercise Price Per Share		Number Exercisable		Weighted Average Exercise Price Per Share
$	15.54		1,463		0.39	years	$	15.54		1,463	$	15.54

Options outstanding under the Plans expire in May 2024. Options outstanding at December 31, 2023 and 2022 had no intrinsic value. 

Options exercisable at December 31, 2022 had a weighted average remaining life of 4.44 years and no intrinsic value.

During the year ended December 31, 2023 and 2022, no equity awards were issued by the Company except for the following awards to non-employee members of the Board of Directors.

In August 2022, non-employee members of the Board of Directors received restricted stock grants totaling 6,248 shares. The shares underlying the awards were assigned a value of $9.60 per share, which was the closing price of the Company’s common stock on the date of grant, for a total grant date value of $60,000. The shares vested July 26, 2023.

Restricted stock and restricted stock unit transactions during the years ended December 31, 2023 and 2022 are summarized as follows:

As of December 31, 2023, there was no unrecognized compensation costs related to outstanding stock options or restricted stock. 

	Number of Shares			Weighted average grant date fair value
Unvested shares at January 1, 2022		8,531		$	10.01
Granted		6,248			9.60
Vested		(8,910	)		10.25
Unvested shares at December 31, 2022		5,869		$	9.21
Granted		—
Vested		(5,869	)		7.66
Unvested shares at December 31, 2023		—			—

Employee Stock Purchase Plan. The Company has an Employee Stock Purchase Plan (the “ESPP”) that enables employees to contribute up to 10% of their base compensation toward the purchase of the Company’s common stock at 85% of its market value on the first or last day of the year. During the years ended December 31, 2023 and 2022, respectively, participants purchased 338 and 1,153 shares under the ESPP. At December 31, 2023, 22,945 shares were reserved for future employee purchases of common stock under the ESPP. For the years ended December 31, 2023 and 2022, the Company recognized $7,000 and $32,000, respectively, of stock-based compensation expense related to the ESPP that was recognized in the continuing operations.

Dividends. The Company has not historically paid dividends, other than one-time dividends declared in 2011 and 2016. The Company intends to retain earnings from operations for use in advancing our business strategy; however, the Company may consider special dividends in the future.