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Stockholders’ Equity
6 Months Ended
Jul. 31, 2024
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Preferred Stock and Series A Preferred Stock
The Company is authorized to issue 20 million shares of Preferred Stock, $0.00001 par value per share. The Company has designated 120 thousand shares of Preferred Stock as Series A Convertible Preferred stock. As of July 31, 2024 and January 31, 2024, no shares of Series A Convertible Preferred Stock are outstanding.
Series B Preferred Stock
The Company has designated 200 thousand shares of preferred stock, Series B Preferred Stock.
The holders of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the original issue price, plus any dividends declared but unpaid or the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation.
Holders of the Series B Preferred Stock were entitled to receive cumulative cash dividends at an annual rate of eight percent (8%). Holders of the Series B Preferred Stock had no voting rights. Each share of Series B Preferred Stock was convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock. The Company was able to force conversion at $2.00 per share of Common Stock at any time after 6 months after issue if the Common Stock had a closing price of $2.00 or higher in any 20 consecutive trading days. After 18 months, the Company could force holders to convert at a 20% discount to the most recent 20-day average closing price per share. The Company also had the right to cause a conversion following a Fundamental Change.
On June 22, 2023, all the holders of the Series B Preferred Stock converted the shares of Series B Preferred Stock into 819,000 shares of Common Stock of the Company. As of July 31, 2024 and January 31, 2024, no shares of Series B Preferred Stock remain outstanding.
The Company paid dividends of approximately $21 thousand and $49 thousand for the three and six months ended July 31, 2023, respectively. Such dividends related to the Company's then outstanding Series B Preferred Stock.
Restricted Stock Units
The fair value of restricted stock units is determined based on the closing price of the Company's Common Stock on the grant date. Restricted Stock Units generally vest on a graded basis over three years to four years of service. The terms of the RSUs include vesting provisions based solely on continued service.
The following is a summary of the Company’s restricted stock units activity:
 Restricted
Stock Units
Weighted Average Grant Date Fair Value
Non-vested restricted stock units - February 1, 2024493,078$1.91 
Granted56,207$6.85 
Vested(74,267)$4.02 
Forfeited-$
Outstanding – July 31, 2024475,018$2.16 
During the three and six months ended July 31, 2024, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $197 thousand and $311 thousand, respectively, compared to $63 thousand and $31 thousand for the three and six months ended July 31, 2023, respectively. The restricted stock expense was recorded to selling, general and administrative expenses or cost of goods sold depending on the nature of the employee's expense on the Condensed Consolidated Statement of Operations. As of July 31, 2024, there was unrecognized stock-based compensation of approximately $822 thousand related to future vesting of restricted stock units.
Options
The following is a summary of the Company’s option activity:
 OptionsWeighted Average
Exercise Price
Weighted
Average
Remaining
Contractual Life
(in years)
Aggregate Intrinsic Value
(in thousands)
Outstanding – February 1, 2024117,500$1.48 8.36$333 
Granted-$
Exercised(30,000)$1.48 
Expired/forfeited(15,000)$1.48 
Outstanding – July 31, 202472,500$1.48 7.87$445 
Exercisable – July 31, 20247,500$1.48 7.87$46 
During the six months ended July 31, 2024, there were 30,000 options exercised at a weighted average exercise price of $1.48 per share resulting in the issuance of 30 thousand shares of common stock. The Company received approximately $44 thousand for the exercise of these options.
For the three and six months ended July 31, 2024, the Company recognized stock-based compensation expense related to options of an aggregate of approximately $8 thousand and $7 thousand, respectively, compared to $18 thousand and $41 thousand for the three and six months ended July 31, 2023. The stock-based compensation expense related to the options is included in selling, general and administrative expenses on the accompanying condensed consolidated statements of operations. During the six months ended July 31, 2024, certain employees and contractors resigned from the Company, which resulted in the reversal of approximately $11 thousand of previously recognized stock-based compensation expense. At July 31, 2024, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $29 thousand.
Equity issuances
On May 15, 2024, the Company entered into a Settlement Agreement with directors Alfred D’Agostino, Steven Burns, Dean Janeway and Thomas Toto (each, a “Director”) relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior leadership that exceeded the availability under the Company’s equity plan at the time of the purported grants.

In exchange for a release of any and all claims or rights related to the Purported Options, the Company agreed to issue each Director a payment of approximately $113 thousand and approximately 17 thousand shares of common stock. In connection with the Settlement Agreement and the issuance of the shares, the Company incurred a one-time charge of approximately $900 thousand within selling, general and administrative expense in the three months ended April 30, 2024.


During the three and six months ended July 31, 2024 the Company issued 3,007 shares valued at approximately $20 thousand to certain employees as compensation.