Note 12 - Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 12 – STOCK-BASED COMPENSATION

Equity Incentive Plan

On December 30, 2024, the Company’s stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan allows for the issuance of non-statutory stock options and incentive stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, and performance awards to employees, directors, and consultants of the Company, where permitted under the plan. Due to the approval of the 2024 Plan, no new awards will be granted under the Company’s Amended and Restated 2012 Stock Incentive Plan. The exercise price for each stock option is determined by the market price on the date of issuance. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options outstanding under this plan have a contractual life of ten years.

ASC 718, Compensation – Stock Compensation (“ASC 718”), requires that a company that issues equity as compensation record compensation expense that corresponds to the estimated cost of those equity grants. ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means.

Restricted Stock Units

On September 9, 2025, the Board, upon the recommendation of the Compensation Committee of the Board, determined that it was appropriate to award restricted stock units (“RSUs”) as a form of compensation for employees, consultants and directors, to be granted under the Company’s 2024 Plan and approved a form of Restricted Stock Unit Award Agreement. Consistent with that determination, the Board approved the grant of 60,101 RSUs on September 9, 2025, including 8,331 RSUs to Raymond F. Vennare, the Company’s Chief Executive Officer, 6,467 RSUs to Josh Blacher, the Company’s Chief Financial Officer, and 25,872 RSUs in the aggregate to the Company’s non-executive directors. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The RSUs contain a service-based vesting condition requiring continued service through October 31, 2025, at which point the RSUs vested in full. Settlement is required within 30 days from the vesting date.

The following table summarizes the Company’s RSU activity for the period indicated: 

	Number of Shares		Weighted-Average Grant Date Fair Value
Non-vested RSUs as of December 31, 2024		-	$	-
Granted		60,101		919,497
Non-vested RSUs as of September 30, 2025		60,101	$	919,497

The Company has $548,162 of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized in October 2025.

Stock Options

The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility, and estimated term. There were no stock options granted during the nine months ended September 30, 2025 and 2024.

The following table summarizes the Company’s stock option activity for the period indicated: 

	Number of Shares			Weighted-Average Exercise Price
Outstanding as of December 31, 2024		3,101		$	1,240.50
Issued		-			-
Expired		(165	)		18,091.37
Exercised		-			-
Outstanding as of September 30, 2025		2,936		$	1,554.98

The Company has no unrecognized stock-based compensation expense related to stock options that is expected to be recognized in future months.

Stock Compensation to Consultants

During the nine months ended September 30, 2025, the Company issued shares of common stock to certain nonemployees as compensation for services provided. Shares of common stock with a grant date fair value of $100,000 were issued to nonemployees in exchange for digital marketing services rendered through August 2025.

Stock-Based Compensation Expense, Net

Stock-based compensation expense, net of forfeitures, recognized for the three months ended September 30, 2025 and 2024 was $404,668 and $87, respectively. Stock-based compensation expense, net of forfeitures, recognized for the nine months ended September 30, 2025 and 2024 was $471,335 and $891, respectively.

Stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 is recorded within each of the captions comprising Operating expenses.