v3.26.1
Equity-Based Compensation
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity-Based Compensation

Note 14 – Equity-Based Compensation

 

Equity Incentive Plans

 

In October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company’s board of directors is authorized to grant stock options to purchase common stock, restricted stock units, and restricted shares of common stock to its employees, directors, and consultants. A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. On June 25, 2025, stockholders approved a third amendment and restatement of the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 50,000.

 

Options to Purchase Common Stock

 

Options granted under the 2019 Plan generally have a life of 5 to 10 years and exercise prices equal to or greater than the fair market value of the common stock as determined by the Company’s board of directors. Vesting typically occurs over a one to three-year period.

 

 

The following table sets forth the activity of the options to purchase common stock under the 2019 Plan.

 

  

Number of

Shares

  

Weighted

Average

Exercise

Price

 
Outstanding as of December 31, 2024   93   $50,646.00 
Granted   9,050    44.80 
Exercised   -    - 
Expired   -   - 
Canceled   (20)   100,098.03 
Balance as of December 31, 2025   9,123    582.89 
Exercisable as of December 31, 2025   2,358   $578.91 

 

The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions:

 

   Years ended December 31, 
   2025   2024 
Expected term (in years)   5.50    5.50 
Expected stock price volatility   150.67%   150%
Expected dividend yield   -%   -%
Risk-free interest rate range   3.80%   3.95%

 

The expected term of options granted under the 2019 Plan represents the midpoint between the vesting date and the end of the contractual term as permitted under the “simplified method.” The Company elected the simplified method as it does not have enough historical exercise experience to provide a reasonable basis on which to estimate the expected term. Expected volatility is based upon the average historical volatility of the Company’s common stock over the period commensurate with the expected term of the related instrument. The Company does not currently pay dividends on its common stock, nor does it expect to do so in the foreseeable future.

 

  

Total Intrinsic

Value of Options

Exercised

  

Total Fair

Value of Options

Vested

 
Year ended December 31, 2024  $-   $278,406 
Year ended December 31, 2025  $-   $40,090 

 

Stock-based compensation expense related to options recognized during the year ending December 31, 2025 was $162,920 and the unrecognized stock-based compensation for options as of December 31, 2025 was $33,948. For all stock options granted through December 31, 2025, the weighted average remaining service period is 1.01 years.

 

On August 25, 2025, the Company granted options to purchase 9,050 shares of the Company’s common stock, having an exercise price of $41.70 per share, exercisable over a 10-year term, to existing employees. The options vest quarterly over one year. The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 150.67% and a call option value of $0.9397, and an expected term of 5.5 years, was $377,244.

 

Common Stock Issued for Services

 

The fair value of the Company’s common stock issued as compensation is determined to be the market price on the date of the grant.

 

During the year ended December 31, 2025, the Company issued 3,146 shares of common stock with a fair value of $76,695 to consultants under the 2019 Plan. The shares of common stock vested immediately.

 

During 2025, the Company issued 12,495 shares of common stock with a fair value of $140,247 to consultants in consideration of services rendered. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

There were no unvested shares of restricted stock or restricted stock units as of December 31, 2025.