NOTE 10 – SHARE-BASED COMPENSATION

Global Stock Incentive Plan

On May 31, 2023, our shareholders approved our board of directors (the “Board”) proposal to increase our 2020 Global Incentive Plan (the “2020 Plan”) by an additional 500,000 shares, thus bringing the total number of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) that may be issued pursuant to the 2020 Plan to 2,450,855.

Under the terms of the 2020 Plan, on the grant date, the Board determines the vesting schedule of each stock option and RSU on an individual basis. All stock options expire ten (10) years from the date of the grant. Vested options expire 90 days after the termination of employment of the grantee.

On May 6, 2024, our shareholders approved our 2024 Global Incentive Plan (the “2024 Plan”), under which 2,227,910 shares of common stock were initially reserved for issuance. The 2024 Plan includes an evergreen provision pursuant to which the number of shares reserved for issuance automatically resets to 2,227,910 on January 1st of each year.

Under the terms of the 2024 Plan, on the grant date, the Board determines the vesting schedule of each stock option and RSUs on an individual basis. All stock options expire ten (10) years from the date of the grant. Vested options expire 90 days after the termination of employment of the grantee.

Stock Options

There were no options granted for the six months ended June 30, 2026 and 2025.

The following table summarizes the stock option activity for the six months ended June 30, 2026:

(in thousands except share and per share data)

The following table summarizes our non-vested stock options:

For the three months ended June 30, 2026 and 2025, we recognized $14 thousand and $33 thousand of stock compensation expense relating to stock options, respectively. For the six months ended June 30, 2026 and 2025, we recognized $32 thousand and $79 thousand of stock compensation expense relating to stock options, respectively. As of June 30, 2026, there was $51 thousand of unrecognized stock compensation expense related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.2 years.

Restricted Stock Units

On January 28, 2025, the compensation committee of the Board granted a director restricted stock unit (“RSU”) award pursuant to which the holder has the right to receive an aggregate of 600,000 shares of our common stock in connection with the holder being a personal guarantor on new financing. These awards were granted outside of a company global stock incentive plan and vest as follows: 200,000 RSUs vested upon grant, and 400,000 RSUs vest on the first and second-year anniversaries of the date of grant.

On March 7, 2025, the compensation committee of the Board granted various employees RSU awards, under which the holders have the right to receive an aggregate of 82,000 shares of our common stock. These awards vested on the date of grant.

On February 2, 2026, the compensation committee of the board of directors granted certain employees RSU awards, under which the holder has the right to receive an aggregate of 50,000 shares of common stock. These awards will vest over the next 2 years.

On February 2, 2026, we issued 31,746 shares of common stock to a vendor in consideration for services rendered.

On February 2, 2026, we issued 20,000 shares of common stock to a vendor in consideration for services rendered.

On March 5, 2026, we granted an RSU award to a board member under which the holder has the right to receive an aggregate of 300,000 shares of common stock for services related to the strategic transaction initiative. During the three months ended June 30, 2026, 200,000 of these shares were cancelled.

On March 13, 2026, the compensation committee of the board of directors granted various employees inducement RSU awards, under which the holders have the right to receive an aggregate of 424,799 shares of common stock. These awards vested on the date of grant. These RSU awards were issued to settle 2025 bonuses to employees and accordingly the Company recorded $211 thousand of expense during the year ended December 31, 2025.

On March 13, 2026, we issued 6,345 shares of common stock to a vendor in consideration for services rendered.

On April 16, 2026, the compensation committee of the board of directors granted certain employees RSU awards, under which the holder has the right to receive an aggregate of 37,500 shares of common stock. These awards will vest over the next 2 years.

On April 16, 2026, we granted 45,000 shares of common stock to vendors in consideration for services rendered.

On May 21, 2026, we granted an RSU award to a board member under which the holder has the right to receive an aggregate of 166,667 shares of common stock for services related to the strategic transaction initiative. This award vested upon grant.

On May 29, 2026, the compensation committee of the board of directors granted certain board members and executives RSU awards, under which the holders have the right to receive an aggregate of up to 1,050,000 shares of our common stock. These awards vested on the date of grant.

The following table summarizes the restricted stock units activity for the six months ended June 30, 2026:

For the three months ended June 30, 2026 and 2025, the Company recognized $923 thousand and $436 thousand of stock compensation expense relating to RSUs, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized $1.1 million and $964 thousand of stock compensation expense relating to RSUs, respectively. As of June 30, 2026, there was $261 thousand of unrecognized compensation expense remaining related to unvested time-vested RSUs. That cost is expected to be recognized over a weighted-average period of approximately 0.5 years.