15. SHARE-BASED COMPENSATION

Equity compensation plans

The Amended and Restated 2015 Equity Incentive Plan (“2015 Equity Plan”) expired on January 19, 2025, with awards relating to 4,918,238 shares of common stock remaining outstanding under such plan. The 2025 Equity Incentive Plan (“2025 Equity Plan” and, together with the 2015 Equity Plan, the “Equity Plans”) was adopted by the Company’s Board of Directors on January 27, 2025 and approved by the Company’s stockholders on March 17, 2025. The 2025 Equity Plan authorizes the issuance of stock options, restricted stock, stock appreciation rights, restricted stock units (“RSUs”) and performance awards, up to an aggregate of 6,000,000 shares of common stock to employees, directors, advisors or consultants. As of June 30, 2026, there were options and restricted stock units outstanding covering 4,745,676 shares of common stock under the Equity Plans, and 4,542,151 shares of common stock available for grant, for a total of 9,287,827 shares of common stock authorized and unissued under the Equity Plans.

Share-based compensation

The Company’s stock options have various restrictions that reduce option value, including vesting provisions and restrictions on transfer and hedging, among others, and are often exercised prior to their contractual maturity. Share-based compensation is accounted for in accordance with ASC Topic 718: Compensation - Stock Compensation. Total compensation expense for all share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a service condition, compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. For share-based awards that vest based on a market condition, compensation expense is recognized on a straight-line basis over the requisite service period of each separately vesting tranche. For share-based awards that vest based on a performance condition, compensation expense is recognized for the number of awards that are expected to vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that ultimately vest.

Stock options

The aggregate intrinsic value of options outstanding and exercisable as of June 30, 2026 was $0 in each case. The aggregate intrinsic value represents the difference between the Company’s closing stock price on the last day of trading for the quarter, which was $1.70 per share, and the exercise price multiplied by the number of applicable options. The total intrinsic value of stock options exercised during the nine months ended June 30, 2026 was $18 and proceeds from these exercises were $140. The total intrinsic value of stock options exercised during the nine months ended June 30, 2025 was $43 and proceeds from these exercises were $43.

The Company recorded $232 and $282 of stock option compensation expense for employees, directors and consultants for the three months ended June 30, 2026 and 2025, respectively. The Company recorded $688 and $780 of stock option compensation expense for employees, directors and consultants for the nine months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, there were approximately $930 of total unrecognized compensation costs related to outstanding stock options. This amount is expected to be recognized over a weighted average period of 1.0 years. To the extent the forfeiture rate is different from what the Company anticipated, share-based compensation related to these awards will be different from the Company’s expectations.

Stock options that do not contain market-based vesting conditions are valued using the Black-Scholes option pricing model. The weighted average estimated fair value of employee stock options that vest without a market condition granted during the nine months ended June 30, 2026 and 2025, was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions (annualized percentages):

Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected term of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The contractual term of the options granted under the Company’s 2015 Equity Plan was seven years, and ten years for options granted under the Company’s 2025 Equity Plan. The expected term is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates. Such revision adjustments to expense will be recorded as a cumulative adjustment in the period in which the estimate is changed. The Company has not paid a dividend for the nine months ended June 30, 2026 and June 30, 2025.

Performance-based stock options

On October 8, 2022, the Company awarded performance-based stock options (“PVOs”) to purchase 800,000 shares of the Company’s common stock to an executive officer, with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of fiscal year 2025 and 2026, including a minimum free cash flow margin and net revenue targets. Additionally, vesting is subject to the executive officer being employed by the Company at the time the Company achieves such financial targets. The Company did not record compensation expense related to these options. Those PVOs were cancelled in January 2026.

On March 20, 2023, the Company granted PVOs to purchase up to 450,000 shares of the Company’s stock to a key member of management with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of the first three twelve-month periods following the employee’s start date, including targets related to growth in the institutional ownership of the Company’s common stock and growth in the trading volume of the Company’s common stock during such periods. Additionally, vesting is subject to the employee being employed by the Company on each of the first three anniversaries of the employee’s start date. 225,000 of these options contain a market-based vesting condition and accounting principles do not require the market condition to be achieved for compensation expense to be recognized. The Company recorded $8 of compensation expense related to these options during the nine months ended June 30, 2025. The grant recipient is no longer employed by the Company, and the previously recorded PVO expense was reversed and included in the stock option compensation expense above.

The Company did not grant any PVOs during the nine months ended June 30, 2026. As of June 30, 2026, there was no unrecognized compensation related to PVOs.

Restricted stock units

Compensation expense for RSUs was $37 and $177 for the three months ended June 30, 2026 and 2025, respectively. Compensation expense for RSUs was $551 and $484 for the nine months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was approximately $929 of total unrecognized compensation costs related to outstanding RSUs. This amount is expected to be recognized over a weighted average period of 1.2 years.

Performance-based units

On December 24, 2025, the Company granted 70,000 restricted stock units to its Chief Financial Officer, of which 35,000 were performance-based RSUs. Vesting is subject to the achievement of specified operational performance targets and continued employment. The Company has recognized compensation expense for the portion of the award deemed probable as of June 30, 2026. This RSU expense was included in the RSU expense above.

On January 26, 2026, the Company’s Board of Directors and its Compensation Committee approved the compensation for the Company’s Chief Executive Officer for fiscal year 2026. The arrangement includes a base salary, eligibility for a performance-based cash bonus, and grants of 200,000 restricted stock units under the Company’s 2025 Equity Plan, subject to time-based vesting, and 200,000 restricted stock units under the Company’s 2025 Equity Plan, subject to performance-based vesting. In connection with these grants, certain previously awarded performance-based options to purchase 800,000 shares of common stock were cancelled. The Company has recognized compensation expense for the portion of the award deemed probable as of June 30, 2026. This RSU expense was included in the RSU expense above.

As of June 30, 2026, there was $9 unrecognized compensation related to the performance-based RSUs.