v3.25.2
Note 11 - Share-based Compensation
6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 11 — Share-based compensation

 

The Company adopted its 2024 Equity Incentive Plan in January 2024 to provide equity-based compensation incentives in the form of options, restricted stock unit awards, performance awards, restricted stock awards, stock appreciation rights, and other forms of awards to employees, directors and consultants, including employees and consultants or affiliates, to purchase the Company’s common stock in order to motivate, reward and retain personnel. Upon adoption, an aggregate of 1,700,000 shares of common stock was reserved for grant and issuance pursuant to the equity incentive plan.

 

A summary of option activity for the six months ended June 30, 2025, and the year ended December 31, 2024, is presented below:

 

          

Weighted-

 
          

Average

 
      

Weighted-

  

Remaining

 
      

Average

  

Contractual

 
  

Number of

  

Exercise

  

Term

 
  

Options

  

Price

  

(In Years)

 

Outstanding - January 1, 2024

  88,453  $2.29   3.67 

Granted

  940,000  $5.42   9.80 

Exercised

    $    

Modified/Cancelled

    $    

Expired/Forfeited

  (90,000) $6.33    

Outstanding - December 31, 2024

  938,453  $5.08   9.20 

Granted

  327,901  $2.60   9.76 

Exercised

    $    

Modified/Cancelled

  (54,945) $    

Expired/Forfeited

  (362,555) $4.86    

Outstanding - June 30, 2025

  848,854  $4.18   8.74 

Exercisable - June 30, 2025

  247,621  $4.46   6.63 

 

Options granted during the six months ended June 30, 2025 and 2024, were valued using the Black-Scholes option-pricing model with the following assumptions.

 

  

For the Six Months Ended

 
  

June 30, 2025

 

Weighted average grant date fair value

 $2.57 

Expected term (years)

  5.14-5.52 

Risk-free interest rate

  3.5-3.51%

Expected volatility

  52.0%

Expected dividends yield

  0%

Exercise price

  2.2002.9393 

 

  

For the Six Months Ended

 
  

June 30, 2024

 

Weighted average grant date fair value

 $3.91 

Expected term (years)

  5.89 

Risk-free interest rate

  4.0 - 4.1%

Expected volatility

  68.0%

Expected dividends yield

  0%

Exercise price

 $6.33 

 

The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within the Company’s industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company does not have sufficient exercise history to estimate expected term of its historical option awards.

 

Share-based compensation related to options is included in the unaudited condensed consolidated statements of operations as follows:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 

(in thousands)

 

2025

  

2024

  

2025

  

2024

 

General and administrative

 $228  $68  $455  $232 

Advertising and promotions

     11      39 

Product software and development

     11      39 

Total

 $228  $90  $455  $310 

 

Compensation cost related to non-vested option awards not yet recognized as of June 30, 2025, was $1.4 million and will be recognized over the next 3.25 years.

 

 

 

A summary of RSU activity for the six months ended June 30, 2025, and the year ended December 31, 2024, is presented below:

 

      

Weighted

 
      

Average

 
  

Number of

  

Grant Date

 
  

Units

  

FV

 

RSUs outstanding at January 1, 2024

  93,823  $8.07 

Granted

  306,623  $5.64 

Vested

  (48,989) $7.18 

Forfeited

  (95,741) $7.60 

RSUs outstanding at December 31, 2024

  255,716  $4.13 

Granted

  142,091  $2.56 

Vested

  (109,792) $3.67 

Forfeited

  (104,240) $5.43 

RSUs outstanding at June 30, 2025

  183,775  $4.55 

 

The total fair value of RSUs vested during the six months ended June 30, 2025 and 2024was $403 thousand and $330 thousand, respectively.

 

Stock-based compensation related to RSUs is included in the unaudited condensed consolidated statements of operations as follows:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 

(in thousands)

 

2025

  

2024

  

2025

  

2024

 

General and administrative

 $273  $52  $354  $341 

Advertising and promotions

     3      11 

Product software and development

     3      11 

Total

 $273  $58  $354  $363 

 

All of the RSUs granted during the six months ended June 30, 2025, were determined to be time-based RSUs. Total compensation cost related to non-vested time-based RSUs not yet recognized as of June 30, 2025, was approximately $571 thousand which will be recognized on a straight-line basis through the end of the vesting period in 2028. There was no total compensation cost related to non-vested performance-based RSUs not yet recognized as of  June 30, 2025.

 

Warrants

 

As of June 30, 2025, the Company had the following warrants outstanding:

 

          

Weighted-

 
          

Average

 
      

Weighted-

  

Remaining

 
      

Average

  

Contractual

 
  

Number of

  

Exercise

  

Term

 
  

Shares

  

Price

  

(In Years)

 

Warrants outstanding - January 1, 2024

  39,172  $2.37   3.50 

Issued

  62,500  $10.00   4.81 

Exercised

    $    

Expired

    $    

Warrants outstanding - December 31, 2024

  101,672  $7.06   4.40 

Issued

    $    

Exercised

    $    

Expired

    $    

Warrants outstanding - June 30, 2025

  101,672  $7.06   4.40 

Warrants exercisable - June 30, 2025

  101,672  $7.06   4.40 

 

No warrants were issued during the six months ended June 30, 2025 and 2024.