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Note 6 - Shareholders' Equity
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Shareholders' Equity and Share-Based Payments [Text Block]

Note 6. Shareholders Equity

 

Preferred Stock

 

The Company’s amended Certificate of Incorporation authorizes the issuance of 20,000,000 shares of blank-check preferred stock at $0.001 par value. The Board of Directors will be authorized to fix the designations, rights, preferences, powers and limitations of each series of the preferred stock.

 

The Company filed a Certificate of Designations effective on December 30, 2016, which sets aside 5,000,000 shares of Preferred Stock as Series A Preferred Stock. The Series A Preferred Stock carries a coupon payment obligation of 1.5% of the liquidation value per share ($3.03) per year in cash or additional Series A Preferred Stock, calculated by taking the 30-day average closing price for a share of common stock for the month immediately preceding the coupon payment date which is made annually. The Series A Preferred Stock has no voting or conversion rights. If purchased, redeemed, or otherwise acquired (other than conversion), the preferred stock may be reissued. As of September 30, 2025, and December 31, 2024, there are no outstanding shares of Series A Preferred Stock.

 

Common Stock

 

In February 2020, ShipTime Canada amended its rights to exchange one share of ShipTime Canada stock from 45 PAID common shares and 311 PAID preferred shares to 356 PAID common shares. The exchange was offered on a one-to-one basis. Shareholders holding 1,015,851 shares of Series A Preferred Stock exchanged such shares for 1,015,851 shares of PAID common stock. Furthermore, because of the amended exchange rights, the Company reported an additional exchange of PAID Series A Preferred Stock shares totaling 2,089,298 to PAID common shares, representing the additional amount of PAID common shares that will be issued to the ShipTime shareholders upon the exchange. The Company has had the option to force an exchange since December 2021. In total, the Company has reserved for future issuance of 2,106,880 shares of PAID common stock with respect to the remaining 5,918 exchangeable shares to be issued as a result of the ShipTime acquisition which are considered issued and outstanding as of September 30, 2025 for financial reporting purposes.

 

On February 22, 2024, the Company’s Board of Directors authorized the issuance of 54,559 bonus shares of PAID common stock to the CEO/CFO, one additional officer and one employee for services rendered during 2023. This bonus was valued at $84,576 and was based on the closing price of the Company’s common stock at February 21, 2024 and was issued in February 2024. This bonus was recorded in accrued common stock bonus in shareholders’ equity of December 31, 2023.

 

On March 21, 2023, the Company’s Board of Directors authorized the issuance of 46,961 bonus shares of PAID common stock to the CEO/CFO, one additional officer and one employee for services rendered during 2022. This bonus was valued at $82,180 based on the closing price of the Company’s common stock at March 20, 2023 and was issued in March 2023. This bonus was recorded in accrued common stock bonus in shareholders’ equity as of December 31, 2022. The Board of Directors also authorized the issuance of an additional 250,000 shares to the CEO/CFO as a renewal bonus valued at $437,500. $218,750 of share-based compensation expense was recognized immediately as 125,000 of the bonus shares were immediately vested. The remaining $218,750 of share-based compensation expense was recognized ratably during 2023 as 125,000 of the bonus shares were subject to repurchase if the CEO/CFO were to terminate employment during the period ended January 1, 2024. The Company recorded $273,438 of share-based compensation expense for the three-month period ended September 30, 2023 in connection with these additional shares.

 

On March 21, 2023, the Company’s Board of Directors approved the terms of the employment agreement for David Scott, the Company’s COO. Per the terms of the agreement, the Company issued 13,889 shares of PAID common stock to the COO. This compensation was valued at $25,000 based on the closing price of the Company’s common stock at September 30, 2023 and the shares were issued on April 10, 2023. The Company recorded $25,000 of share-based compensation expense in connection with the additional compensation.

 

On March 7, 2025, the Company’s Board of Directors authorized the issuance of 62,501 bonus shares of PAID common stock to the CEO/CFO, one additional officer and two employees for services rendered during 2024. This bonus was valued at $193,246 based on the closing price of the Company’s common stock at March 6, 2025 and was issued in March 2025. This bonus was recorded in accrued common stock bonus in shareholders’ equity as of December 31, 2024. 

 

On May 15, 2025, the Company’s Board of Directors authorized the issuance of 250,000 bonus shares of PAID common stock to the CEO/CFO as a renewal bonus valued at $747,500 based upon the $2.99 closing price of the Company’s stock on May 15, 2025. $373,750 of share-based compensation expense was recognized immediately as 125,000 of the bonus shares were immediately vested. The remaining $373,750 of share-based compensation expense is to be recognized ratably during 2025 and 2026 as 125,000 of the bonus shares are subject to repurchase if the CEO/CFO were to terminate employment through the period ended January 1, 2027. The Company recorded $86,250 of share-based compensation expense for the nine month period ended September 30, 2025, in connection with these additional vesting of these shares.

 

Share Repurchase

 

In February 2024, the Company entered into an agreement to repurchase 3,996 shares of PAID common stock for a total amount of $3,996. 

 

Share-based Incentive Plans

 

On March 23, 2018, the Board of Directors voted to approve the 2018 Stock Option Plan which reserves 450,000 non-qualified stock options to be granted to employees. The Company has three additional stock option plans that include both incentive and non-qualified stock options to be granted to certain eligible employees, non-employee directors, or consultants of the Company. On November 10, 2020, the board voted to increase the 2018 Stock Option Plan from 450,000 options to 900,000 options.

 

On February 22, 2024, the Board of Directors voted to approve the issuance of options to purchase 45,360 shares of common stock to three board members and five employees. The options have an exercise price of $1.55 per share and have vesting periods of 0-3 years and they expire if not exercised within ten years from the grant date.

 

On May 15, 2025, the Board of Directors voted to approve the issuance of options to purchase 55,000 shares of common stock to three board members. The value of each option granted is estimated using a Black-Scholes option pricing model. The weighted-average assumptions used consider an expected dividend yield of 0%, a risk-free interest rate of 4.07%, an expected life (in years) of 5.84, and expected volatility of 93.04%, resulting in a weighed average fair value of $2.30 per share.  Option compensation for the period ended September 30, 2025 related to the issuance of these shares is $126,500. The options have an exercise price of $2.99 per share and vest immediately.

 

On July 15, 2025, the Company issued options to purchase 16,232 shares of common stock to one employee. The options have an exercise price of $2.70 and are vested immediately. The value of each option granted is estimated using a Black-Scholes pricing model. The weighted-average assumptions used consider an expected dividend yield of 0%, a risk-free interest rate of 4.05%, an expected life (in years) of 5.84, and expected volatility of 93.55%, resulting in a weighed average fair value of $2.08 per share. Share-based compensation for these options was recorded at $33,763 during the nine months ended September 30, 2025.

 

For the three-month and nine-month period ended September 30, 2025, the Company recorded $35,030 and $164,086, respectively, of share-based compensation expense related to the vesting of applicable options granted in 2025 and prior years. For the three and nine-month periods ended September 30, 2024, the Company recorded $3,266 and $44,928, respectively, of share-based compensation expense related to the vesting of applicable options granted in 2024 and prior years.