Stockholders Equity

12 Months Ended

Dec. 31, 2024

Stockholders Equity

Stockholders' Equity

14. Stockholders’ Equity

Preferred Stock

The Company’s Certificate of Incorporation authorizes the Company to issue up to 10,000,000 shares of preferred stock, $0.001 par value per share.  Under the terms of the Company’s Certificate of Incorporation, the board of directors is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue such shares of preferred stock in one or more series. Each such series of preferred stock shall have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the board of directors.  As of December 31, 2024, there were 7,954,286 undesignated shares of preferred stock remaining available for issuance.  There were no issuances of or outstanding preferred stock during the years ended December 31, 2024 and 2023. 

Common Stock

The Company is authorized to issue 30,000,000 shares of common stock, $.001 par value per share.  As of December 31, 2024, there were 9,485,508 shares issued and outstanding.

Common Stock Issuances - Employee Stock Option Exercises

There were no stock option exercises during the years ended December 31, 2024 and 2023.

Common Stock Issuances – Restricted Stock Awards

 During the year ended December 31, 2024, there were 692,468 shares of common stock issued in accordance with the vesting terms of the RSAs. Certain employees received less than the shares vested because they elected to have a total of 100,180 shares withheld in satisfaction of the employees corresponding tax liability of approximately $258,400. The Company’s payment of this tax liability was recorded as a cash flow from financing activity on the consolidated statement of cash flows.

During the year ended December 31, 2023, there were 169,737 shares of common stock issued in accordance with the vesting terms of the RSAs. Two employees received less than the shares vested because they elected to have a total of 1,993 shares withheld in satisfaction of the employees corresponding tax liability of approximately $3,600. The Company’s payment of this tax liability was recorded as a cash flow from financing activity on the consolidated statement of cash flows.

See Note 15 for additional information regarding stock option plans.

Warrants Issued

On March 31, 2022, the Company issued a warrant to purchase 75,000 shares of common stock as part of the contingent consideration earned by ITA for 2021 EBITDA achievement. The warrant contains a strike price of $5.33 and has a four-year contractual term. The warrant is classified within stockholders’ equity at its fair value. The fair value of the warrant was determined to be $108,000 utilizing the Black-Scholes-Merton option-pricing model at the time of issuance. Following such issuance, the Company has outstanding warrants to acquire 150,000 shares of common stock at a strike price of $5.33 that expire at terms through October 1, 2025.