In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”), which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. In July 2023, the 2018 Plan was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below. As of July 2023, no additional awards could be made under the 2018 Plan and no shares of common stock were reserved for future issuance. As of March 31, 2025, there are 7 non-statutory stock options outstanding under the 2018 Plan. Three expire in June 2028 and four expire in January 2030.

In September 2018, the Company's board of directors adopted the 2018 Employee Stock Purchase Plan (the “ESPP”), which permitted eligible employees to purchase the Company’s common stock at a discount through payroll deductions during defined offering periods. Eligible employees could elect to withhold up to 15% of their base earnings to purchase shares of the Company’s common stock at a price equal to 85% of the fair market value on the first day of the offering period or the purchase date, whichever was lower. The number of shares of common stock reserved for issuance under the ESPP automatically increased on January 1 of each fiscal year by the lesser of (1) 23 shares, (2) 1.25% of the total number of shares outstanding on December 31 of the preceding fiscal year, or (3) such other amount as the Company’s board of directors may determine.

In April 2024, the Company formally terminated the ESPP. Since the inception of the ESPP through its termination, the Company had issued 95 shares of common stock. Upon termination of the ESPP, the reserved shares were released back to the authorized pool.

In March 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) for the purpose of attracting, retaining and incentivizing employees in furtherance of the Company’s success. The 2020 Plan was adopted without stockholder approval pursuant to Rule 303A.08 of the New York Stock Exchange. The 2020 Plan is used to offer equity awards as material inducements for new employees to join the Company. Upon adoption of the 2020 Plan, 64 shares of common stock were reserved for the granting of inducement stock options, restricted stock awards, restricted stock units and other forms of equity awards. In April 2024, the Company terminated the 2020 Plan at which time the reserved shares were released back to the authorized pool. There are no shares reserved for future issuance under the 2020 Plan as of March 31, 2025 and December 31, 2024.

In July 2023, the Company’s stockholders approved the 2023 Plan as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five-year period or as determined by the Board’s Compensation Committee, while grants to non-employee directors vest as determined by the Board's Compensation Committee. For the three months ended March 31, 2025, the Company granted two separate sets of stock options to non-employee directors, each subject to distinct vesting schedules as approved by the Board's Compensation Committee. As of March 31, 2025 and December 31, 2024, 880,365 and 926,882 shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10% of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board.

On January 29, 2025, the Committee approved the issuance of a total of 300,000 non-qualified stock options to non-employee directors under the 2023 Plan. These options vest in three equal annual installments over a 2 year period, with the first tranche vesting immediately on the grant date and the remaining tranches vesting on each subsequent anniversary of January 29. These options have an exercise price of $0.42 and expiration date of January 29, 2035.

On January 29, 2025, the Committee approved the issuance of a total of 450,000 incentive stock options to the Company’s Chief Executive Officer under the 2023 Plan. The options have an exercise price of $0.42 and expiration date of January 29, 2035. 90,000 of these options vested on January 29, 2025, with the remaining 360,000 options vesting in three equal installments of 120,000 options on each subsequent anniversary of January 29.

On January 29, 2025, the Committee approved the issuance of a total of 450,000 incentive stock options to certain executives and other employees of the Company under the 2023 Plan. The options have an exercise price of $0.42 and expiration date of January 29, 2035. Of the total shares issued 225,000 incentive stock options vest at 20% per year for 5 years. The remaining 225,000 options contain performance conditions related to the achievement of specified quarterly sales targets in 2025. These performance-based options will vest and become exercisable at each quarter end once the quarterly sales target is achieved. As of March 31, 2025, the performance condition applicable to the first quarter of 2025 was not satisfied, and accordingly, no performance-based options vested for the three months ended March 31, 2025.

On January 29, 2025, the Committee approved the issuance of a total of 130,000 incentive stock options and 25,000 non-qualified options to certain employees and consultants of the Company under the 2023 Plan. The options have an exercise price of $0.42 and expiration date of January 29, 2035. The options contain performance conditions based on the achievement of tiered sales targets for the year 2025. As of March 31, 2025, it was probable that certain performance conditions would be satisfied and 75% of the options granted would vest. Accordingly, the Company recognized stock-based compensation expense for the portion of these performance-based options that are expected to vest for the three months ended March 31, 2025.

On January 29, 2025, the Committee approved the issuance of a total of 172,500 incentive stock options to certain employees of the Company under the 2023 Plan. All options were issued to employees and vest at 20% per year for 5 years with an exercise price of $0.42 and expiration date of January 29, 2035.

On January 29, 2025, the Committee approved the issuance of a total of 100,000 incentive stock options to certain employees of the Company under the 2023 Plan. These options vest in five equal annual installments over a 4 year period, with the first tranche vesting immediately on the grant date and the remaining tranches vesting on each subsequent anniversary of January 29. These options have an exercise price of $0.42 and expiration date of January 29, 2035.

The options granted for the 2023 Plan for the three months ended March 31, 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

	*Non-Employee Director Options Issued January 29, 2025*			*CEO Options Issued January 29, 2025*			*Employee Options (4 years) Issued January 29, 2025*			*Employee Options (5 years) Issued January 29, 2025*
Risk-free interest rate		4.55	%		4.55	%		4.55	%		4.55	%
Volatility		98.00	%		97.50	%		97.40	%		98.20	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected life (in years)		5.5			5.8			6.0			6.5

The following is a summary of stock option activity for the 2023 Plan options for the three months ended March 31, 2025:

On January 6, 2025, the Board approved and issued a total of 500,000 Non-Plan Options as an employee incentive to the Chief Financial Officer. The options vest monthly over 3 years with an exercise price of $0.53 and an expiration date of January 6, 2035.

The Non-Plan Options issued were valued using the Black-Scholes model based on the following assumptions on the date of issue:

The following is a summary of stock option activity for the Non-Plan options for the three months ended March 31, 2025:

A summary of the restricted stock award activity for the three months ended March 31, 2025 is presented below:

Stock-based compensation expense for the three months ended March 31, 2025 and 2024 was $91 thousand and $6 thousand, respectively, in selling, general and administrative expenses in the condensed consolidated statements of operations.

Total unrecognized estimated stock-based compensation expense by award type and the remaining weighted average recognition period over which such expense is expected to be recognized at March 31, 2025 was as follows: