Equity-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Note 3: Equity-Based Compensation

The 2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity Incentive Plan”) authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Initially, a maximum of 7,000,000 shares of Common Stock were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. When the plan was amended and restated, an additional 250,000 shares were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. The number of shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common stock (the “2018 Plan Evergreen Provision”). On July 1, 2019, 2020, 2021, 2022 and 2023, the number of shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan increased by 44,299 shares, 685,012 shares, 956,660 shares, 960,976 shares and 968,389 shares, respectively. As a result of the 2018 Plan Evergreen Provisions, a maximum of 10,865,336 shares of Common Stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of January 1, 2023. Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. On October 17, 2018, the Board of Directors (the “Board”) issued 26,324 options to the officers and directors at the exercise price of $9.68 expiring in 10 years, and on November 14, 2018, the Board issued 23 options to each employee, officer and director at the exercise price of $9.68 expiring in ten years. On January 28, 2019, 27,570 options were issued to each of these officers with an exercise price of $9.68 for a period of ten years with a vesting period of one year. In August 2020, 400,000 options were issued to each of these officers with an exercise price range of $2.77 to $3.07 for a period of ten years with a vesting period of one year. During the fiscal year ending December 31, 2021, 613,512 options were issued to officers, directors and consultants with an exercise price range of $1.11 to $1.71 for a period of ten years with a vesting period of one year. During the fiscal year ending December 31, 2022, 850,000 options were issued to officers, directors and consultants with an exercise price range of $0.31 to $0.71 for a period of ten years with a vesting period of one year. During the nine months ended September 30, 2023 there have been no options issued.

The fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton option pricing valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option and equity warrant. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. During the nine months ended September 30, 2023, there were no options granted and 300,000 options granted during the nine months ended September 30, 2022.

Employee stock option activity during the three months ended September 30, 2023, was as follows:

Stock option activity for employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding June 30, 2023		2,019,551		$	3.01		8.36	$	—
Granted		—			—		—		—
Forfeited		—			—		—		—
Expired		(11,113	)		2.90		8.41		—
Outstanding September 30, 2023		2,008,438		$	2.90		8.41	$	—
Vested and expected to vest September 30, 2023		2,008,438		$	2.90		8.41	$	—
Exercisable September 30, 2023		1,941,772		$	1.98		6.52	$	—

Unvested stock option activity for employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Unvested June 30, 2023		166,664		$	9.17		6.41	$	—
Granted		—			—		—		—
Expired		(11,111	)		2.90		8.41		—
Vested		(88,887	)		1.98		6.52		—
Unvested September 30, 2023		66,666		$	14.60		17.04	$	—

Stock option activity for non-employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding June 30, 2023		579,032		$	3.09		8.36	$	—
Granted		—			—		—		—
Forfeited		—			—		—		—
Expired		(53,977	)		1.62		8.67		—
Outstanding September 30, 2023		525,055		$	1.62		8.67	$	—
Vested and expected to vest September 30, 2023		525,055		$	1.62		8.67	$	—
Exercisable September 30, 2023		458,388		$	2.99		10.16	$	—

Unvested stock option activity for non-employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Unvested June 30, 2023		66,666		$	9.45		4.59	$	—
Granted		—			—		—		—
Expired		(54,100	)		1.62		8.67		—
Vested		54,101			2.99		10.16		—
Unvested September 30, 2023		66,667		$	6.75		4.28	$	—

Equity-based compensation expense was approximately $50,000 and $275,000 for the three months ended September 30, 2023 and 2022, respectively.

Employee stock option activity during the nine months ended September 30, 2023, was as follows:

Stock option activity for employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding January 1, 2023		2,020,214		$	3.01		8.86	$	—
Granted		—			—		—		—
Forfeited		—			—		—		—
Expired		(11,776	)		2.90		12.81		—
Outstanding September 30, 2023		2,008,438		$	2.90		8.41	$	—
Vested and expected to vest September 30, 2023		2,008,438		$	2.90		8.41	$	—
Exercisable September 30, 2023		1,941,772		$	1.98		6.52	$	—

Unvested stock option activity for employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Unvested January 1, 2023		392,326		$	.80		8.86	$	—
Granted		—			—		—		—
Expired		(11,776	)		2.90		8.41		—
Vested		(313,884	)		1.98		6.52		—
Unvested September 30, 2023		66,666		$	14.60		17.04	$	—

Stock option activity for non-employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding January 1, 2023		579,155		$	3.09		7.93	$	—
Granted		—			—		—		—
Forfeited		—			—		—		—
Expired		(54,100	)		1.62		8.67		—
Outstanding September 30, 2023		525,055		$	1.62		8.67	$	—
Vested and expected to vest September 30, 2023		525,055		$	1.62		8.67	$	—
Exercisable September 30, 2023		458,388		$	2.99		10.16	$	—

Unvested stock option activity for non-employees:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Unvested January 1, 2023		166,789		$	4.05		9.49	$	—
Granted		—			—		—		—
Expired		(54,223	)		1.62		8.67		—
Vested		(45,899	)		2.99		10.16		—
Unvested September 30, 2023		66,667		$	6.75		4.28	$	—

Equity-based compensation expense was approximately $182,000 and $792,000 for the nine months ended September 30, 2023 and 2022, respectively.

As of September 30, 2023, and 2022, there was approximately $35,000 and $179,000, respectively, of unrecognized equity-based compensation cost related to options granted under the Equity Incentive Plan. As of the fourth quarter 2023, there will be no unrecognized equity-based compensation.