Note 10 - Stock Options, Incentive Plans, Stock Awards, and Employee Benefit Plan

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Shareholders' Equity and Share-Based Payments [Text Block]

Note 10. Stock Options, Incentive Plans, Stock Awards, and Employee Benefit Plan

Stock Option Plans: The Company’s 2015 Equity Incentive Plan provides for the grant of incentive stock options as defined in Section 422 of the Internal Revenue Code and the grant of Stock Options, Restricted Stock, Restricted Stock Units, Performance Awards, or other Awards to employees, non-employee directors, and consultants. The Board of Directors has authorized 5,000,000 shares of common capital stock for issuance under the 2015 Equity Incentive Plan, including automatic increases provided for in the 2015 Equity Incentive Plan through fiscal year 2025. The number of shares of common stock reserved for issuance under the 2015 Equity Incentive Plan will automatically increase, with no further action by the stockholders, on the first business day of each fiscal year during the term of the 2015 Equity Incentive Plan, beginning January 1, 2016, in an amount equal to 5% of the issued and outstanding shares of common stock on the last day of the immediately preceding year, or such lesser amount if so determined by the Board or the Plan Administrator. During 2024, the Company issued 966,000 shares of common stock to several employees as incentive compensation or new-hire bonuses. During 2024, the Company granted 277,200 restricted stock units to employees and directors as a new hire bonus or as incentive compensation.

Treasury Stock: The Company withheld 408,305 shares of common stock with a value of $597,568 to cover the employee's share of tax liabilities related to the vesting of commons stock and restricted stock units in 2024. In addition, the Company repurchased 408,305 shares of common stock on the open market with a value of $810,874 as part of its stock buy-back program in 2024. The Company withheld 26,606 shares of common stock with a value of $47,382 to cover the employee's share of tax liabilities related to the vesting of common stock and restricted stock units in 2023, in addition to 222,683 shares of common stock on the open market with a value of $410,860 as part of its stock buy-back program.

Stock Awards: The Company has granted restricted stock awards to its employees at different periods from 2005 through 2024. The majority of the shares granted to those employees vest 10 years from the grant date and are forfeited in the event that the recipient’s employment relationship with the Company is terminated prior to vesting. Stock awards that have not yet vested are fully participating shares for the purposes of calculating earnings per share.

During 2024, a portion of the restricted stock awards were granted, but not issued and are not listed as outstanding in the financial statements for 2024.

Stock-based compensation expense related to stock and restricted stock awards was $2.1 million in 2024 and $2.2 million in 2023.

A summary of stock awards outstanding and 2024 activities are as follows:

						Weighted Average
				Weighted Average		Contractual
Stock Awards	Shares			Grant Price		Remaining Life
Outstanding, December 31, 2023		6,384,900		$	2.17
Granted		966,000			1.55
Vested		(1,563,345	)		—
Forfeited		(15,000	)		—
Outstanding, December 31, 2024		5,772,555		$	1.95		6.27
Expected to Vest after December 31, 2024		5,772,555		$	1.95		6.27

 

As of December 31, 2024, there was $6,914,563 of unrecognized compensation costs related to the un-vested share-based compensation arrangements granted. The cost is expected to be recognized over the weighted average remaining contractual life of 6.27 years.

The aggregate intrinsic value represents the difference between the weighted average exercise price and the closing price of the Company’s stock on December 31, 2024, or $1.95.

Employee Stock Purchase Plan:

The Company's board of directors adopted the 2023 Employee Stock Purchase Plan (the “ESPP”) and the Company's stockholders approved the ESPP in July 2023. The ESPP was adopted under the requirements of Section 423 of the Internal Revenue Code to allow eligible employees to purchase the Company’s common stock at regular intervals. Participating employees may purchase common stock through voluntary payroll deductions at the end of each participation period at a purchase price equal to 85% of the lower of the fair market value of the common stock at the beginning or the end of the participation period. 

The ESPP initially authorized the issuance of 2,500,000 shares of our common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our common stock reserved for issuance automatically increases on January 1 of each calendar year, beginning on January 1, 2024 through December 31, 2033, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on the last day of the fiscal year before the date of the automatic increase (determined on an as-converted to voting common stock basis); and (ii) such number of shares of common stock that would cause the aggregate number of shares of common stock then reserved for issuance under the ESPP to not exceed 2,500,000 shares; provided that before the date of any such increase, our board of directors may determine that there will be no increase or that such increase will be for a lesser number of shares. As of December 31, 2024, 66,959 shares of our common stock have been purchased under the ESPP.

Stock Warrants:

On  December 15, 2020, the Company issued warrants to purchase 945,599 unregistered shares of our common stock, with an exercise price of $4.23 to IMS. The warrants were valued using the Black-Scholes option pricing model. Assumptions used were as follows: (i) the fair value of the underlying stock was $0.58; (ii) the risk-free interest rate is 0.09%; (iii) the contractual life is five years; (iv) the dividend yield of 0%; and (v) the volatility is 59.9%. The fair value of the warrants amounted to $552,283 and was recorded as an increase in the customer list asset and have a term of five years from time of vest.