Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity

Stockholders' Equity

10. Stockholders’ Equity.

Stock-Based Compensation. The Company’s stock-based compensation plans are administered by the Compensation Committee of the Board of Directors, which, subject to approval by the Board of Directors, selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the award.

Stock-based compensation expense that was recognized in the continuing operations of the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023 was $60,000 and $39,000, respectively. Stock based compensation for discontinued operations for the years ended December 31, 2024 and 2023 was $-0- and $5,000, respectively.

The Company uses the Black-Scholes option pricing model to estimate fair value of stock-based awards with the following weighted-average assumptions:

	2024		2023
Employee Stock Purchase Plan:
Expected life (years)	N/A		1.0
Expected volatility	N/A	%	95	%
Dividend yield	N/A	%	—	%
Risk-free interest rate	N/A	%	4.7	%

The Company uses the graded attribution method to recognize expense for unvested stock-based awards. Forfeitures are recognized as incurred.

Stock Options, Restricted Stock, Restricted Stock Units, and Other Stock-Based Compensation Awards. The Company maintains stock and incentive plans (the “Plans).

Under the terms of the Plans, the Company may grant awards in a variety of instruments including stock options, restricted stock and restricted stock units to employees, consultants and directors generally at an exercise price at or above 100% of fair market value at the close of business on the date of grant. Stock options expire 10 years after the date of grant and generally vest over three years. The Company issues new shares of common stock upon grant of restricted stock, when stock options are exercised, and when restricted stock units are vested and/or settled.

The following table summarizes activity under the Plans:

	Plan Shares		Weighted Average
	Available	Plan Options	Exercise Price		Aggregate
	for Grant	Outstanding	Per Share		Intrinsic Value
Balance at January 1, 2023	92,862	14,086	$	14.17
Cancelled or forfeited options	12,623	(12,623)		14.02
Balance at December 31, 2023	105,485	1,463		15.54
Restricted stock units and awards granted	(27,000)	—		5.64
Cancelled or forfeited options	1,463	(1,463)		15.54
Balance at December 31, 2024	79,948	—		—

Options outstanding under the Plans expired in May 2024. There were no options outstanding as of December 31, 2024. Options outstanding at December 31, 2023 had no intrinsic value.

During the years ended December 31, 2024 and 2023, the Company did not issue any stock options.

In May 2024, the Company issued a restricted stock grant totaling 27,000 shares to an employee. The shares underlying the awards were assigned a value of $5.64 per share, which was the closing price of the Company’s common stock on the date of grant, for a total grant date value of $152,000. The shares vest equally over three years.

Restricted stock and restricted stock unit transactions during the years ended December 31, 2024 and 2023 are summarized as follows:

		Weighted average
	Number of Shares	grant date fair value
Unvested shares at January 1, 2023	5,869	$	9.21
Granted	—
Vested	(5,869)		7.66
Unvested shares at December 31, 2023	—	$	—
Granted	27,000	$	5.64
Vested	—		—
Unvested shares at December 31, 2024	27,000	$	5.64

As of December 31, 2024, there was $92,000 of unrecognized compensation costs related to outstanding restricted stock, which is expected to be recognized over the remaining average vesting period of approximately 2.4 years.

Employee Stock Purchase Plan. The Company has an Employee Stock Purchase Plan (the “ESPP”) that enables employees to contribute up to 10% of their base compensation toward the purchase of the Company’s common stock at 85% of its market value on the first or last day of the year. During the years ended December 31, 2024 and 2023, respectively, participants purchased zero and 338 shares under the ESPP.  At December 31, 2024, 22,945 shares were reserved for future employee purchases of common stock under the ESPP.  For the years ended December 31, 2024 and 2023, the Company recognized $--0-- and $7,000, respectively, of stock-based compensation expense related to the ESPP that was recognized in the continuing operations.

Dividends. The Company has not historically paid dividends, other than one-time dividends declared in 2011 and 2016. The Company intends to retain earnings from operations for use in advancing our business strategy; however, the Company may consider special dividends in the future.