Stockholders' Deficit

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' deficit

6. Stockholders’ deficit:

Common stock options

At December 31, 2020, the Company has one stock-based employee compensation plan, the 2011 Stock Compensation Plan. The Company may also grant options to employees, directors and consultants outside of the 2011 plan under individual plans.

Information with respect to the Stock Compensation Plan at December 31, 2020 is as follows:

	2011 Stock Compensation Plan
Shares authorized for issuance	1,750
Option vesting period	Immediate/Quarterly over 3 years
Date adopted by shareholders	November 2011
Option term	7 Years
Options outstanding	1,338
Options exercisable	1,166
Weighted average exercise price	$0.87

Valuation and Expense Information:

The weighted-average fair value of stock-based compensation is based on the Black Scholes Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized over the vesting period of the options.

There were no stock options granted by the Company during 2021. The Company granted 290 stock options during 2020 at a weighted average exercise price of $0.50 per share. The fair value calculations for the stock options granted are based on the following assumptions:

	Year Ended December 31, 2020
Risk free interest rate	0.18%
Expected life (years)	6.4
Expected volatility	164.00%
Expected dividends	None
Estimated average forfeiture rate	2.15%

The following table summarizes the allocation of stock-based compensation expense for the years ended December 31, 2021 and 2020. There were no stock options exercised during the years ended December 31, 2021 and 2020.

	December 31, 2021		December 31, 2020
Research and development	$	-	$	7
General and administrative		44		73
Director options and consultants		18		23
Stock-based compensation expense included in operating expenses	$	63	$	103

As of December 31, 2021, there was $24 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted average period of 1.0 years.

The cash flows from tax benefits for deductions in excess of the compensation costs recognized for share-based payment awards would be classified as financing cash flows. Due to the Company’s loss position, there were no such tax benefits during the year ended December 31, 2021.

The summary activity for the Company’s 2011 Stock Compensation Plans is as follows:

	December 31, 2021								December 31, 2020
	Shares		Weighted Average Exercise Price per share		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in years)		Shares			Weighted Average Exercise Price per share		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding at beginning of period		1,338	$	0.87	$	1,386				1,077		$	1.59	$	-
Granted			$	-	$	-				290		$	0.50	$	-
Forfeited/ Cancelled			$	-	$	-				(29	)	$	23.63	$	-
Outstanding at period end		1,338	$	0.87	$	1,386		3.59		1,338		$	0.86	$	-		4.97
Options vested and exercisable at period end		1,165	$	0.93	$	1,143		3.30		957		$	0.97	$	-		4.75
Weighted average grant-date fair value of options granted during the period	$	0.78							$	0.43

The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2021:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Options Outstanding	Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price per share	Number Outstanding		Weighted Average Exercise Price per share
$0.01 -$25.00	1,323	3.62	$	0.58	1,050	$	0.63
$25 – $625	15	0.08	$	26.81	27	$	38.56
	1,338	3.59	$	0.87	1,077	$	1.59

A summary of the status of the Company’s non-vested shares as of December 31, 2021 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value per share
Non-vested at January 1, 2020		381			417
Granted					290
Canceled/Forfeited		-			-
Vested		(208	)		(326	)
Non-vested at December 31, 2021		172			381

An employee or consultant desiring to exercise or convert his or her stock options must provide a signed notice of exercise to the Chief Financial Officer. Once the exercise is approved an issue order is sent to the Company’s transfer agent and by certificate or through other means of conveyance, the shares are delivered to the employee or consultant, generally within three business days.

The Company expects to make additional option grants in future years. The options issued to employees and directors will be subject to the same provisions outlined above, which may have a material impact on the Company’s financial statements.

Common Stock

In June 2021, the Company, with approval of the Board of Directors, reallocated all of the $560,000 of accrued compensation owed to SG Phoenix in equal parts to Mr. Sassower and Mr. Goren, according to their respective ownership in SG Phoenix. Mr. Sassower settled $280,000 of Accrued Long-term deferred salary allocated to him into 560,000 shares of the Company’s Common Stock at a price of $0.50 per share, which was substantially above the then current market price of the company’s common stock.

Treasury Stock

In January 2012, the Company received 5 shares of Common Stock from Phoenix in settlement of a 16b claim brought by a Company stockholder against Phoenix, certain affiliates and the Company, as a nominal defendant. The Common Stock was valued at $325. In settlement of an indemnification claim brought by Phoenix in March 2012, resulting from the settlement of the 16b claim in January 2012, the Company issued to Phoenix 278 shares of Series C Preferred Stock valued at $417. The Company booked a $417 accretion amount for the beneficial conversion feature on the 278 shares of Series C Preferred Stock.

Warrants

On February 6, 2019, the Company issued warrants to purchase 985 shares of common stock to 4 consultants and an employee in connection with the accrued compensation owed by the Company to the employee and consultants. The Company ascribed a value of $64 to the warrants using Black Scholes Merton pricing model. The warrant value is recorded in general and administrative expense in the Statement of Operations. The warrants are exercisable for three years with an exercise price of $0.50 per share. The warrants may not be exercised for cash or on a cashless basis, and may solely be exercised using the holder’s outstanding accrued compensation on the date of exercise. There were no warrant exercises in 2020 and 2019.

On January 28, 2020, the Company issued 30 warrants to a consultant for services. The warrants are exercisable for three years with an exercise price of $0.50 per share. The Company ascribed a value of $13 to the warrants which is based on the Black-Scholes-Merton valuation model. The warrant cost was charged to general and administrative expense during the period.

On July 9, 2020, the Company entered into a settlement agreement with a vendor. In addition to a cash payment the Company issued 10 warrants to purchase 10 shares of common stock in settlement of the outstanding accounts payable balance. The warrants are exercisable for five years with an exercise price of $0.50 per share. The Company ascribed a value of $3 to the warrants based on the Black-Scholes-Merton valuation model. The warrant cost was charged to general and administrative expense during the period.

On August 11, 2020, the Company issued warrants to purchase 425 shares of common stock to 2 consultants in connection with the accrued compensation owed by the Company to the consultants. The Company ascribed a value of $160 to the warrants using Black Scholes Merton pricing model. The warrant value are recorded in general and administrative expense in the Statement of Operations. The warrants are exercisable for three years from the date of grant with an exercise price of $0.50 per share. The above warrants may not be exercised for cash or on a cashless basis, and may solely be exercised using the holder’s outstanding accrued compensation on the date of exercise.

In June 2021, the Company transferred from SGP to Andrea Goren the Common Stock Purchase Warrant numbers 19-01 and 20-2, respectively dated February 6, 2019 and August 11, 2020 (the “SGP Warrants”) to purchase Seven Hundred Thousand (700,000) and Two hundred Fifty Thousand (250,000) shares of Company common stock, respectively.

There were no warrants issued by the Company and there were no warrant exercised during the twelve month ended December 31, 2021

iSign Solutions Inc.

Notes to Consolidated Financial Statements

(In thousands except per share amounts) 

A summary of the warrant activity is as follows:

	December 31, 2021				December 31, 2020
	Shares		Weighted Average Exercise Price per share		Shares		Weighted Average Exercise Price per share
Outstanding at beginning of period		3,000	$	1.52		2,536	$	1.52
Issued					$	465	$	0.50
Expired		1,550			$	-	$	-
Outstanding at end of period		1,450	$	0.50		3,001	$	1.37
Exercisable at end of period		1,450	$	0.50		3,001	$	1.37

A summary of the status of the warrants outstanding as of December 31, 2021 is as follows:

Number of Shares Outstanding and Exercisable	Weighted Average Remaining Life (in years)		Weighted Average Exercise Price per share
985		0.10	$	0.50
465		1.64	$	0.50
1,450		0.59	$	0.50

As of December 31, 2021, 1,450 shares of Common Stock were reserved for issuance upon exercise of outstanding options and warrants.