Stock Options

12 Months Ended

Jun. 30, 2024

12. STOCK OPTIONS

In July 2023, pursuant to the recommendation of the Board of Directors, the shareholders approved the creation of the Koss Corporation 2023 Equity Incentive Plan (the “2023 Plan”). Concurrently with the adoption of the new plan, the Koss Corporation 2012 Omnibus Incentive Plan (the “2012 Plan”) was terminated.

The Compensation Committee of the Board of Directors administers the 2023 Plan and provides for the granting of various stock-based incentive awards to eligible participants, primarily officers and certain key employees of the Company. 2,000,000 shares of common stock were authorized for issuance under the 2023 Plan, plus any shares subject to awards remaining outstanding under the 2012 Plan that expired or are otherwise forfeited, canceled, or terminated. The Company’s Board of Directors will determine the terms and conditions under which an option will become exercisable but expects that stock options granted under the 2023 Plan will vest over a three-to-five-year period from the date of grant. An option will expire no more than ten years from its grant date, with the exception of incentive stock options held by a 10% stockholder, which will expire no more than five years from the grant date. As with the 2012 Plan, pursuant to the 2023 Plan, new shares will be issued upon exercise of stock options. As of June 30, 2024, no new stock-based awards have been granted under the 2023 Plan.

The fair value of each stock option grant under the 2012 Plan was estimated as of the date of grant using the Black-Scholes pricing model. The resulting compensation cost for fixed awards with graded vesting schedules is amortized on a straight-line basis over the vesting period for the entire award. Forfeitures are accounted for as they occur. The expected term of awards granted was determined based on historical experience with similar awards, giving consideration to the expected term and vesting schedules. The expected volatility was determined based on the Company’s historical stock prices over the most recent period commensurate with the expected term of the award. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a remaining term commensurate with the expected term of the award.

As of June 30, 2024, there was $39,371 of total unrecognized compensation cost related to stock options granted under the 2012 Plan. This cost is expected to be recognized over a weighted average period of 0.88 years. The Company recognized stock-based compensation expense of $155,834 and $289,676 in 2024 and 2023, respectively. These expenses were included in selling, general and administrative expenses.

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The following table identifies options granted, exercised, canceled, or available for exercise pursuant to the 2012 Plan:


							Aggregate
						Weighted	Intrinsic
				Weighted		Average	Value of
		Stock		Average		Remaining	In-The-
	Number of	Options		Exercise		Contractual	Money
	Shares	Price Range		Price		Life - Years	Options
Shares under option at June 30, 2022	1,058,911	$	1.73 - $2.92	$	2.18	3.72	$	5,055,797
Granted	—	$	—	$	—
Exercised	(87,000)	$	1.73 - $2.65	$	1.97
Expired	—	$	—	$	—
Forfeited	(51,000)	$	1.73 - $2.65	$	1.92
Shares under option at June 30, 2023	920,911	$	1.73 - $2.92	$	2.21	2.21	$	1,373,117
Granted	—	$	—	$	—
Exercised	(65,000)	$	1.73 - $2.65	$	2.08
Expired	(200,000)	$	$2.92	$	2.92
Forfeited	—	$	—	$	—
Shares under option at June 30, 2024	655,911	$	1.73 - $2.65	$	2.01	1.65	$	1,602,600
Exercisable as of June 30, 2023	532,245	$	1.73 - $2.92	$	2.38	1.30	$	700,947
Exercisable as of June 30, 2024	501,911	$	1.73 - $2.65	$	2.05	1.19	$	1,202,985

The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of the Company's stock on any given date and the exercise price, multiplied by the number of in-the-money outstanding and exercisable stock options.

A summary of intrinsic value and cash received from stock option exercises and fair value of vested stock options for the fiscal years ended June 30, 2024 and 2023 is as follows:


	2024		2023
Total intrinsic value of stock options exercised	$	179,865	$	371,714
Cash received from stock option exercises	$	134,975	$	171,350
Total fair value of stock options vested	$	278,208	$	448,476
Total recognized tax benefit	$	37,073	$	77,328


		Weighted
		Average
		Grant Date
	Shares	Fair Value
Non-vested as of June 30, 2022	794,334	$	1.22
Granted	—		—
Vested	(354,668)		1.26
Forfeited	(51,000)		1.34
Non-vested as of June 30, 2023	388,666		1.17
Granted	—		—
Vested	(234,666)		1.19
Forfeited	—		—
Non-vested as of June 30, 2024	154,000	$	1.14