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| Share-Based Payments |
Note 11 - Share-Based Payments
Employee Stock Option Plans
The Company’s share-based incentive plan offering stock options is primarily through 2007 Equity Incentive Plan (the “2007 Plan”). Under this plan, one new share is issued for each stock option exercised. The plan is described below.
The 2007 Plan was restated and approved by the shareholders on December 12, 2016. Provisions of the restated 2007 Plan include the granting of up to 2,000,000 incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units. Options may be granted to employees, officers, non-employee directors and other service providers and may be granted upon such terms as the Compensation Committee of the Board of Directors determines in their sole discretion.
Generally vesting schedules for options granted are based on 3 or 4-year vesting schedules, with either one-third or one-fourth vesting on the first anniversary and the remaining options vesting ratably over the remainder of the vesting term. Generally, directors and officers have 3-year vesting schedules and all other employees have 4-year vesting schedules. Additionally, in the event of a change in control or the occurrence of a corporate transaction, the Company’s Board of Directors has the authority to elect that all unvested options shall vest and become exercisable immediately prior to the event or closing of the transaction. As of December 31, 2025, the Company had 2,769 options with contractual lives of ten years and 16,947 options with contractual lives of six years. As of December 31, 2025, there were 19,716 options outstanding under the 2007 Plan. As of December 31, 2025, the 2007 Plan had 1,980,284 authorized unissued options. The Company uses judgment in determining the fair value of the share-based payments on the date of grant using an option-pricing model with assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the risk-free interest rate of the awards, the expected life of the awards, the expected volatility over the term of the awards, and the expected dividends of the awards. The Company uses the Black-Scholes option pricing model to determine the fair value of share-based payments granted under the guidelines of ASC Topic 718. In applying the Black-Scholes methodology to the 10,667 options granted during the year ended December 31, 2024, the Company used the following assumptions:
There were no options granted during the year ended December 31, 2025. The risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of the grant, based on the expected life of the stock option. The expected life of the stock option is determined using historical data.
The expected price volatility is determined using a weighted average of daily historical volatility of the Company’s stock price over the corresponding expected option life.
Under guidelines of ASC Topic 718, the Company recognizes the associated compensation cost for only those awards expected to vest on a straight-line basis over the underlying requisite service period. The Company estimated the forfeiture rates based on its historical experience and expectations about future forfeitures.
The following table shows the stock option activity:
The total pre-tax compensation cost related to stock options recognized during the years ended December 31, 2025 and 2024 was $78 and $89, respectively. Tax benefit from compensation cost related to stock options during the years ended December 31, 2025 and 2024, respectively was $1 and $2. As of December 31, 2025, the total compensation cost related to stock options not yet recognized and before the effect of any forfeitures was $0, which is expected to be recognized over approximately the next 0.0 years on a straight-line basis.
Employee Stock Purchase Plan
During the years ended December 31, 2025 and 2024, the Company maintained a 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by the Company’s shareholders on December 12, 2016. Offering periods under the ESPP commenced on each January 1 and July 1 and continued for a duration of six months. The ESPP was available to all employees who did not own, or were deemed to own, shares of stock making up an excess of 0% of the combined voting power of the Company, its parent or subsidiary.
In connection with the significant reduction in force completed in June 2025, the Company terminated the ESPP effective July 2025. All participant contributions were refunded to employees in May and June 2025, totaling approximately $1. No shares were issued under the ESPP during the year ended December 31, 2025.
Shares purchased and compensation expense associated with the ESPP were as follows:
As of December 31, 2025, the ESPP has been terminated and no shares remain available for future issuance. Issuance of Common Stock and Warrants
On September 13, 2020, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company issued and sold, in a registered direct offering 141,070 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an offering price of $37.39 per share, (the “Registered Offering”). The Company received gross proceeds of approximately $5,275 (4,764 net of issuance costs) in connection with the Registered Offering, before deducting placement agent fees and related offering expenses. In a concurrent private placement, the Company issued to the Purchasers who participated in the Registered Offering warrants exercisable for an aggregate of 70,535 shares of common stock at an exercise price of $36.45 per share. Each warrant became immediately exercisable and had an expiry term of five years from the issuance date. On September 12, 2021, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company issued 241,546 shares of the Company's common stock, par value $0.001 per share at an offering price of $41.40 per share. The Company received gross proceeds of approximately $10,000 and net proceeds of $9,288 after deducting placement agent fees and related offering expenses. In a concurring private placement the Company also issued to the same purchasers warrants exercisable for an aggregate of 241,546 shares of common stock at an exercise price of $39.60 per share. Each warrant became immediately exercisable and will expire on March 15, 2027.
Warrants Repurchased (and Related Party)
During September 2025, the Company repurchased and cancelled outstanding warrants from (i) Intracoastal Capital, LLC (6,039 underlying shares) on September 2, 2025 for an aggregate purchase price of $4, (ii) Lind Global Fund II, LP (24,155 underlying shares) on September 10, 2025 for $15, (iii) Edward Dallin Bagley (related party; 18,940 underlying shares) on September 17, 2025 for $12, and (iv) Edward Bryan Bagley (3,788 underlying shares) on September 16, 2025 for $2. The repurchased warrants were cancelled upon settlement and accounted for as equity transactions with no effect on the statement of operations. As of September 30, 2025, warrants to purchase an aggregate of 218,887 shares of common stock remained outstanding. The Company did not issue new warrants during the quarter. The repurchase price and other terms of the warrants repurchase from Edward Dallin Bagley were approved by the Board of Directors in accordance with the Company’s policy regarding related person transactions. No amounts were outstanding with Mr. Bagley related to these warrants as of September 30, 2025. Subsequent to December 31, 2025, the Company repurchased and cancelled 24,155 of the September 12, 2021 warrants (see Note 17 – Subsequent Events). |
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