11. STOCK-BASED COMPENSATION PLANS

The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. The Company has 1,400,801 unallocated shares available to grant from the 2021 Plan as of March 31, 2026. The Company has historically granted stock options to non-employees in exchange for the provision of services, both under the 2021 Plan and outside of the 2021 Plan.

The Company has granted stock options and time-based restricted stock units (“time-based RSUs”). Stock options granted to date generally have a 4-year vesting period and vest at a rate of 25% each year on the anniversary date of the grant. Stock options generally expire on the earlier of 10 years from the date of grant, or a specified period of time following termination. Time-based RSUs generally vest over a period of four years  in accordance with the terms and conditions established by the board of directors, and are based on continued service.

Time-based RSUs

The fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. For the time-based RSUs granted during the years ended March 31, 2026 and 2025, the expected annual dividend yield was 0.0%.

A summary of time-based RSU activity is presented below:

 SCHEDULE OF TIME-BASED RSU ACTIVITY

The total stock compensation expense recognized related to vesting of time-based RSUs for the years ended March 31, 2026 and 2025, was $250 and $619, respectively, and was recognized on the accompanying consolidated statements of operations as a component of selling, general and administrative expenses. As of March 31, 2026, the total unrecognized stock-based compensation for time-based RSUs totaled $914 and are expected to be recognized over a weighted average period of 3.1 years.

Stock Options

The fair value of the share option awards was estimated using the Black-Scholes method using the closing price of the Company’s common stock on the date of grant based on the following weighted-average assumptions:

 SCHEDULE OF FAIR VALUE OF SHARE OPTION AWARDS 

A summary of stock option activity is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY  

During August 2025, the Company repurchased 208,400 stock options from certain directors and officers at fair value, as determined by the closing price on the date of repurchase, for cash consideration of $60. The repurchase provided for $37 of excess fair value of the cash consideration over the fair value of the initial options, which was recognized as compensation expense and included in selling, general and administrative expenses for the year ended March 31, 2026.

The total stock compensation expense recognized related to vesting of stock options for the years ended March 31, 2026 and March 31, 2025 was $226 and $715, respectively, and was recognized on the accompanying consolidated statements of operations as a component of selling, general and administrative expenses. As of March 31, 2026 the total unrecognized stock-based compensation for stock options was $272 and is expected to be recognized over a weighted average period of 2.1 years.