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Stock Compensation Plan
12 Months Ended
Dec. 31, 2024
Stock Compensation Plan  
Stock Compensation Plan

13. Stock Compensation Plan

Equity Incentive Plan

In October 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”) that provided for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2021 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2021 Plan is ten years. The maximum number of shares initially available for issuance under the 2021 Plan was 6,000,000. No further options were available to be issued under the 2021 Plan.

In November 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”) that provides for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2022 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2022 Plan is ten years. The number of shares of the Company’s common stock initially reserved for issuance under the 2022 Plan is equal to 5,000,000, subject to an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2023 and continuing until, and including, the fiscal year ending December 31, 2033, equal to the lesser of 5% of the number of shares of the Company’s common stock outstanding on such date or an amount determined by the Company’s board of directors. On January 1, 2024, the Company added 2,446,164 shares to the 2022 Plan. As of December 31, 2024, 395,535 shares remain available for future grant under the Plan.

In June 2024, the Company adopted the 2024 Inducement Equity Incentive Plan (“2024 Plan”). The 2024 Plan will be used exclusively for the grant of equity awards to individuals who were not previously employees or directors of the Company, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). Recipients of stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2024 Plan provides

for the grant of non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2024 Plan is ten years. The number of shares of the Company’s common stock initially reserved for issuance under the 2024 plan is equal to 2,500,000. As of December 31, 2024, 1,825,000 shares remain available for future grant under the 2024 Plan.

Stock Options

The following table sets forth the activity for the Company’s stock options during the periods presented:

 

 

Number
of Options

 

 

Weighted-
Average
Exercise
Price
per Share

 

 

Weighted
Average
Remaining
Contractual
Term
(in Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding as of December 31, 2022

 

 

2,901,000

 

 

$

1.91

 

 

 

9.4

 

 

$

199,500

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

Forfeited

 

 

(135,000

)

 

$

2.00

 

 

 

 

 

 

 

Outstanding as of December 31, 2023

 

 

2,766,000

 

 

$

1.91

 

 

 

8.4

 

 

$

231,000

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

Forfeited

 

 

(35,000

)

 

$

2.00

 

 

 

 

 

 

 

Outstanding as of December 31, 2024

 

 

2,731,000

 

 

$

1.90

 

 

 

7.4

 

 

$

7,171,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable as of December 31, 2024

 

 

2,339,807

 

 

$

1.89

 

 

 

7.4

 

 

$

6,182,213

 

Vested or expected to vest as of December 31, 2024

 

 

2,731,000

 

 

$

1.90

 

 

 

7.4

 

 

$

7,171,930

 

No options were granted in the years ended December 31, 2024 and 2023.

The Company recorded stock compensation from options of $783,145 and $973,844 for the year ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there was $466,234 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted average period of approximately 0.5 years.

Stock Awards

In October 2021, the Company issued 1,500,000 shares of restricted common stock to its Chief Executive Officer. The number of shares that vest is dependent on achieving certain performance conditions and dependent market conditions upon the third anniversary from the date of grant. The Company determined that the fair value of this award was $0.25 per share for a total value of $375,000. The Company determined the performance condition probable and recognized stock-based compensation expense of $375,000 for the year ended December 31, 2024.

The Company recorded stock-based compensation expense from stock awards totaling $7,778,259 and $7,669,955 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there is $7,982,308 of unrecognized stock-based compensation expense related to the non-vested portion of restricted stock awards that is expected to be recognized over the next 2.2 years.

The following table summarizes awards and vesting of restricted common stock:

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date
Fair Value
Per Share

 

Unvested as of December 31, 2022

 

 

7,000,000

 

 

$

1.75

 

Granted

 

 

1,756,750

 

 

$

1.52

 

Vested

 

 

(4,267,564

)

 

$

1.84

 

Unvested as of December 31 2023

 

 

4,489,186

 

 

$

1.42

 

Granted

 

 

2,523,554

 

 

$

3.79

 

Vested

 

 

(3,873,037

)

 

$

1.76

 

Forfeited and retired

 

 

(325,000

)

 

$

1.19

 

Unvested as of December 31 2024

 

 

2,814,703

 

 

$

3.24

 

 

Of the 2,523,554 shares of restricted common stock granted in 2024, 150,000 shares were issued to consultants and 170,088 shares were issued to the Company's non-employee board members.

Stock-based Compensation Expense

Stock-based compensation expense for all stock awards recognized in the accompanying consolidated statements of operations is as follows:

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Selling, general and administrative

 

$

8,231,386

 

 

$

8,378,875

 

Research and development

 

 

330,018

 

 

 

364,924

 

Total

 

$

8,561,404

 

 

$

8,743,799