13. STOCK COMPENSATION PLANS

On June 28, 2012, the Company adopted the 2012 Equity Incentive Plan (“2012 Plan”), with the approval of the stockholders, which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries. Under this plan, the Company had outstanding grants of options to purchase 2,380,000 and 2,432,500 shares of the Company’s common stock as of September 30, 2026 and December 31, 2025, respectively. The 2012 Plan expired in June 2022. 

On January 27, 2015, the Company adopted its 2015 Equity Incentive Plan (“2015 Plan”), which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries. A total of 40,000,000 shares of the Company’s common stock were available for issuance under the 2015 Plan. All options granted under the 2015 Plan had exercise prices that were equal to the fair market value on the dates of grant. Under this plan, the Company had outstanding grants of options to purchase 19,761,667 and 22,861,667 as of September 30, 2026 and December 31, 2025, respectively. The 2015 Plan expired in January 2025. 

During the nine months ended September 30, 2026, the Company completed two cashless exercises involving an aggregate of 2,000,000 shares of common stock at an exercise price of $0.09 per share. In connection with these exercises, the Company issued 1,267,841 net shares of common stock after withholding 732,159 shares to satisfy the aggregate exercise price. The exercises resulted in no cash proceeds to the Company.

In addition, the Company had outstanding non-qualified stock options to purchase 15,000,000 shares of common stock granted outside the 2012 and 2015 Plans as of September 30, 2026 and December 31, 2025.

FASB ASC 718, Compensation – Stock Compensation, requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under ASC 718, the Company is required to measure the cost of employee services received in exchange for stock options and similar awards based on the grant-date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide service in exchange for the award.

Stock based compensation expense attributable to these plans was $34 and $105 for the three and nine months ended September 30, 2026, respectively, and $31 and $118 for the three and nine months ended September 30, 2025, respectively.

Expected volatilities are based on historical volatility expected over the expected life of the options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Expected forfeiture rates are determined based on historical forfeitures over a five-year period. The risk-free rate used for the period within the expected life of the options is based on U.S. Treasury rates in effect at the time of grant.