Note 6 - Stock-Based Compensation

The Company’s Equity Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, or restricted stock units to officers, employees, directors, consultants, agents, and independent contractors of the Company. The Company believes that such awards better align the interests of its employees, directors, and consultants with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest over four years from the grant date and generally have ten-year contractual terms. Certain option awards provide for accelerated vesting (as defined in the Plan).

On May 3, 2024, the board of directors of the Company approved an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares available for issuance under the 2018 Plan by 508,488 shares and increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 508,488 shares. The amendment to the 2018 Plan was approved by the Company’s stockholders at the Company’s special meeting on June 18, 2024. The amendment to the 2018 Plan is intended to ensure that the Company can continue to provide an incentive to employees, directors and consultants by enabling them to share in the Company’s future growth. All of the additional shares are available for grant as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as nonqualified stock options, restricted stock awards, stock appreciation rights, or other kinds of equity-based compensation available under the 2018 Plan.

The Company has reserved 371,568 shares of common stock to be available for granting under the Plan.

The Company estimates the fair value of each option award using the Black-Scholes Model (“BSM”) that uses the weighted average assumptions included in the table below. Expected volatilities used in the BSM assumptions are based on historical volatility of the Company’s stock prices. The expected term of stock options granted has been estimated using the simplified method because the Company is generally unable to rely on its limited historical exercise data or alternative information as a reasonable basis upon which to estimate the expected term of such options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur.

Options

The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the year ended:

A summary of option activity for the years ended June 30, 2025 and 2024 is presented below:

The weighted-average grant-date fair value of options granted during the year ended June 30, 2025 and 2024 were $2.57 and $2.30, respectively. The options contained time-based vesting conditions satisfied over one to ten years from the grant date.

For the years ended June 30, 2025 and 2024, the Company recognized $20,303 and $18,137, in expense related to the Plan, respectively.

As of June 30, 2025, there was approximately $311,000 of total unrecognized compensation cost for employees and non-employees related to nonvested options. These costs are expected to be recognized through May 2029.

Board of Directors: Deferred Stock Units and Restricted Stock Units

On September 29, 2021, the board of directors approved changes to our director compensation program for fiscal year 2022 and beyond. The board instituted an annual cash retainer for directors in the amount of $48,000 per director with an additional retainer for the chair of our Compensation Committee and Audit Committee of $7,500 and $10,000, respectively. Directors can choose to receive deferred stock units in lieu of cash payments. For the fiscal year ended June 30, 2025, $205,750 in deferred stock units were awarded and $27,750 in cash compensation was paid. For the fiscal year ended June 30, 2024, $250,000 in deferred stock units were awarded and $55,500 in cash compensation was paid.

A summary of deferred stock units terminated/settled, as well as those that vested, during the fiscal years ended June 30, 2025 and 2024 is presented below:

Note: the weighted average remaining contractual term is not applicable since these do not vest until the director leaves service.

On September 29, 2021, the board of directors approved changes to our director compensation program for fiscal year 2022 and beyond. The board instituted annual restricted stock units (RSU) for directors in the amount of $100,000 per director. These restricted stock units vest on their one year anniversary if the director served the entire year. During the fiscal year ended June 30, 2025, the Company issued the vested RSUs from 2022 and 2024. The calendar year 2023 RSUs were not formally granted so common stock was issued in under similar terms to the directors in fiscal year ended June 30, 2025.

A summary of restricted stock units terminated, as well as those that vested, during the fiscal years ended June 30, 2025 and 2024 is presented below:

On March 7, 2025, the Board of Directors authorized the issuance of common stock shares for the 2023 common stock grant to the non-employee directors in lieu of the RSUs (see above and Note 4). Additionally, the Board of Directors authorized the settlement of deferred stock units to two resigned directors (see Note 4). 

The Company recognized $505,750 (net of $200,000 in forfeitures related to two resigned directors) and $1,150,000 as stock-based compensation expense for board members for the fiscal year ended June 30, 2025 and 2024, respectively.