v3.26.1
Equity Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Compensation

Note 15 - Equity Compensation 

 

The Company has adopted three equity incentive plans: the 2015 Equity Incentive Plan, the 2021 Equity Incentive Plan, and the 2022 Equity Incentive Plan. The 2015 Equity Incentive Plan expired in 2025 upon reaching the end of its ten-year term. The 2015 and 2021 plans each authorized a fixed number of shares for issuance. Under the 2022 Equity Incentive Plan, the number of shares of common stock reserved for issuance shall not exceed 18% of the issued and outstanding shares of common stock of the Company. Awards under each plan have a maximum term of 10 years and vest at the discretion of the Board of Directors.

 

All equity-settled, share-based payments are ultimately recognized as an expense in the statement of operations with a corresponding credit to “Additional Paid in Capital.” If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different than that estimated on vesting.

 

 

Performance Share Units

 

On May 1, 2023, the Company and Steven Rossi reached an agreement to modify 160,000 restricted stock units and 40,000 performance stock units (“PSUs”) issued on November 11, 2022, and December 29, 2021, respectively, and replace them with 200,000 stock options, as described below.

 

On November 11, 2022, 40,000 and 30,000 PSUs granted on December 29, 2021, as described below, were modified to include new terms pertaining to the PSU vesting schedule. The PSUs vest in 5% increments according to the modified schedule that correlates with the Company’s stock price. The first 5% of the PSUs vest upon the Company’s stock price closing at $22.50, 50% will have vested at a closing price of $53.10, and 100% will have vested at a closing price of $137.60 as measured using the volume weighted average of the Company’s common stock for ten (10) consecutive trading days, with over $100,000 of trading volume on each of those days. The fair value of the PSUs was estimated to be $1,254,460. As of March 31, 2026, 7,500 PSUs of the remaining 30,000 PSUs had vested, and the Company recognized $26,881 (March 31, 2025 - $26,881) in general and administrative expense.

 

On December 29, 2021, the Company granted 40,000 and 30,000 PSUs to the Company’s Chief Executive Officer and a director, respectively. The PSUs were to vest in 5% increments according to a schedule that correlates with the Company’s stock price. The first 5% of the PSUs was to have vested upon the Company’s stock price closing at $30.00; 50% was to have vested at a closing price of $165.00, and 100% was to have vested at a closing price of $315.00. The fair value of the PSUs was estimated to be $1,344,570.

 

Stock Options

 

The Company uses the Black-Scholes option pricing model to determine fair value of stock options on the grant date.

 

During the three months ended March 31, 2026, the Company issued the following stock options to various directors:

 

  - 90,006 stock options vesting ratably over three years, with an exercise price of $1.66 and an expiration date of February 9, 2036

 

During the three months ended March 31, 2026, the Company issued the following stock options to various employees and consultants:

 

  - 205,000 stock options vesting over one year, with an exercise price of $2.21 and an expiration date of January 5, 2036
  - 75,000 stock options vesting ratably over three years, with an exercise price of $2.21 and an expiration date of January 5, 2036
  - 25,000 stock options vesting pursuant to performance milestones, with an exercise price of $2.21 and an expiration date of January 5, 2036
- 15,000 stock options vesting ratably over two years, with an exercise price of $1.66 and an expiration date of February 9, 2036

 

During the three months ended March 31, 2026, the Company issued the following stock options to Steven Rossi:

 

  -

240,000 stock options vesting ratably over three years, with an exercise price of $1.66, and an expiration date of February 9, 2036

 

   March 31, 2026   December 31, 2025 
  

Number of

stock

  

Weighted

average

  

Number of

stock

  

Weighted

average

 
   options   price   options   price 
Balance, beginning of year   1,171,706   $5.37    579,936   $7.14 
Granted   650,006   $1.94    596,040   $3.68 
Forfeited   (1,000)   $3.09    (4,270)  $9.52 
Balance, end of period   1,820,712   $4.12    1,171,706   $5.37 

 

   Range of
Exercise
       Weighted
average
   Weighted
average
   Exercisable on 
   prices   Outstanding   life (years)   exercise price   March 31, 2026 
Stock options  $1.66 - 7.042    1,820,712    8.65   $4.12    470,563 

 

 

As of March 31, 2026 and December 31, 2025, Terravis Energy Inc., a wholly owned subsidiary of the Company, has the following options outstanding:

 

   March 31, 2026   December 31, 2025 
  

Number of

stock

  

Weighted

average

  

Number of

stock

  

Weighted

average

 
   options   price   options   price 
Balance, beginning of year   1,350,000   $0.01    1,350,000   $0.01 
Granted   -   $-    -   $- 
Balance, end of period   1,350,000   $0.01    1,350,000   $0.01 

 

   Range of       Weighted
average
   Weighted
average
   Exercisable on 
   Exercise prices   Outstanding   life (years)   exercise price   March 31, 2026 
Stock options  $0.01    1,350,000    6.03   $0.01    1,350,000