STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company expensed $177 thousand and $325 thousand related to restricted stock awards for the three and nine months ended September 30, 2023, respectively. The Company expensed $33 thousand and $206 thousand related to restricted stock awards for the three and nine months ended September 30, 2022, respectively.

The Company expensed $316 thousand and $728 thousand related to restricted stock units for the three and nine months ended September 30, 2023, and $289 thousand and $766 thousand related to restricted stock units for the three and nine months ended September 30, 2022.

On February 28, 2023, 353,492 shares of common stock were issued in relation to the acquisition of Trust Codes Global, see Note 4 – Business Combinations, for details. 

Non-Qualified Stock Purchase Plan

On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum number of common stock reserved and available for issuance under the 2021 Plan is 500,000 shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied FASB ASC 718, “Compensation-Stock Compensation” and estimated the fair value using the Black-Scholes model, as the 2021 Plan is considered compensatory. In relation to the 2021 Plan the Company expensed $5 thousand and $46 thousand for the three and nine months ended September 30, 2023, respectively, and $31 thousand and $98 thousand, respectively during the three and nine months ended September 30, 2022. During the nine months ended September 30, 2023 and 2022, the Company received $80 thousand and $102 thousand, respectively, in proceeds related to the 2021 Plan.

Shares Held in Treasury

As of September 30, 2023, and December 31, 2022, the Company had 334,866 and 389,967 shares, respectively, held in treasury with a value of approximately $748 thousand and $949 thousand, respectively.  

On August 31, 2023, 6 participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 12,802 shares were issued from treasury, with an exercise price of $0.96 per share.

On February 28, 2023, fourteen participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 57,245 shares were issued, of which 48,500 were issued from treasury, with an exercise price of $1.19 per share.

On August 31, 2022, four participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 28,895 shares were issued from treasury with an exercise price of $1.20 per share.

On February 28, 2022, five participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 25,000 shares were issued from treasury with an exercise price of $2.69 per share.

Shares Repurchase Program

Effective July 1, 2022, the Company’s Board of Directors approved a share repurchase program to allow the Company to spend up to $1.5 million to repurchase shares of its common stock, so long as the price does not exceed $5.00. This plan ended on July 1, 2023. During the nine months ended September 30, 2023, the Company repurchased 6,201 shares of common stock for $10 thousand under the Company’s repurchase program.