STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Stock

On August 9, 2024, Robert Beaty, an independent Board member, conveyed to the Company 8,709 shares of the Company’s common stock at a price of $0.48, in an exempt transaction pursuant to Section 16b-3(c), and in full payment of the exercise of 25,000 incentive stock options granted to him in 2019 at a price of $0.1672 per share, which was 110% of the fair market value of our common stock on the date of such grant. These 25,000 ISO shares were issued to Mr. Beaty on August 9, 2024, in exchange for the conveyance of the 8,709 shares to the Company.

Non-Compensatory Stock Option Grant 

On September 17, 2024, the Company’s Board of Directors adopted resolutions to extend Mr. McEwen's expiration dates on his last two (2) 187,500 share option tranches by one (1) year, or to respectively expire at midnight on September 17, 2025, and December 17, 2025. 

Stock Option Grants

There were no Stock Option Grants provided for during the quarter ended September 30, 2024.

Stock Compensation

The Company offers incentive stock option grants to directors and key employees. Options vest in tranches and typically expire five (5) years from the date of grant. For the nine (9) months ended September 30, 2024, and 2023, the Company recorded options expense of $747,686 and $85,133, respectively. For the three months ended September 30, 2024, and 2023, the Company recorded options expense of $300,940 and $(197,436), respectively. The option expense not taken as of September 30, 2024, is $2,288,689, with a weighted average term of 3.34 years.

On September 17, 2024, the Board of Directors approved a plan allowing the Company to reprice certain employee stock options granted by the Board of Directors under the Company’s 2018 Stock Option Plan to the closing price of the Company’s common stock on September 16, 2024, which closing price was $0.37. Employees who qualified for the repricing had previously taken voluntary pay reductions during Q2 2024. In exchanging the new award for the original award, an incremental cost is recognized over the remaining life of the service period, in addition to recognizing any remaining and unrecognized cost under the original award. Incremental value for vested awards is immediately recognized. The repricing will have a measurable impact to Stock Option Expense going forward. This is accounted for under ASC 718-20-35-3 through ASC 718-20-35-4. The Board of Directors also extended the conditional vesting date of a tranche of 650,000 ISOs of Robert Beaty, an independent Board member, related to the required number of customers VIVA-US is to have for the vesting of this tranche of ISOs by one (1) year.

The following table represents stock option activity as of and for the nine (9) months ended September 30, 2024:

	Number of			Weighted Average		Weighted Average		Aggregate
	Shares			Exercise Price		Remaining Life		Intrinsic Value
Options Outstanding – December 31, 2023		6,000,000		$	0.74		3.69	$	872,463
Granted		100,000			0.47
Exercised		(425,000	)		0.41
Forfeited		—
Options Outstanding – September 30, 2024		5,675,000		$	0.78		3.52	$	—
Exercisable and Vested, September 30, 2024		313,472		$	0.51		1.79	$	—

The aggregate intrinsic value for options outstanding as of September 30, 2024, is not calculated because the closing stock price on September 30, 2024, is less than the weighted average exercise price of outstanding options on that date.