Note 10 - Stock-based Compensation

3 Months Ended

Mar. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 10. STOCK-BASED COMPENSATION

Stock Options

As of March 31, 2022, the Company had one active stock-based compensation plan: the 2020 Omnibus Stock Incentive Plan (the “2020 Plan”).

2020 Omnibus Stock Incentive Plan

On June 9, 2020, pursuant to authorization obtained from the Company’s stockholders, the Company adopted the 2020 Plan. Such plan had been previously unanimously approved by the Company’s Board. The purposes of our 2020 Plan are to enhance our ability to attract and retain highly qualified officers, non-employee directors, key employees and consultants, and to motivate those service providers to serve the Company and to expend maximum effort to improve our business results by providing to those service providers an opportunity to acquire or increase a direct proprietary interest in our operations and future success. The 2020 Plan also will allow us to promote greater ownership in our Company by the service providers in order to align the service providers’ interests more closely with the interests of our stockholders. Awards granted under the 2020 Plan are designed to qualify for special tax treatment under Section 422 of the Internal Revenue Code.

Pursuant to the adoption of the 2020 Plan, such plan will supersede and replace the Company’s 1999 Stock Award Plan (the “1999 Plan”) and no new awards will be granted under the 1999 Plan thereafter. Any awards outstanding under the 1999 Plan on the date of approval of the 2020 Plan will remain subject to the 1999 Plan. Upon approval of our 2020 Plan, all shares of Common Stock remaining authorized and available for issuance under the 1999 Plan and any shares subject to outstanding awards under the 1999 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under our 2020 Plan. The Company amended the 2020 Plan to increase the number of shares of Common Stock available for issuance to 145.0 million shares. Such amendment became effective on April 21, 2021. As of March 31, 2022, there were 63,747,077 shares available for issuance under the 2020 Plan.

The Company estimates the fair value of its stock options using a Black-Scholes option-pricing model, consistent with the provisions of ASC 718, “Compensation – Stock Compensation” (“ASC 718”). The fair value of stock options granted is recognized to expense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method. Stock-based compensation expense is reported in operating expense based upon the departments to which substantially all the associated employees report and credited to additional paid-in-capital.

ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-pricing model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Company’s Common Stock. The Company has elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted under the provisions of Staff Accounting Bulletin Topic 14.

In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has adopted the provisions of ASU 2016-09 and will continue to use an estimated annualized forfeiture rate. The Company utilized estimated forfeiture rate of 25% for options granted during the three months ended March 31, 2022. The Company is currently in the process of reviewing the expected forfeiture rate to determine if that percent is still reasonable based on recent historical experience.

A summary of the activity under the Company’s stock option plans is as follows:

	Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Balance at December 31, 2021		4,818,876	$	0.08		3.5
Granted		—	$	—
Expired/Cancelled		—	$	—
Exercised		—		—
Balance at March 31, 2022		4,818,876	$	0.08		3.2

There were no options granted during the three months ended March 31, 2022.

During the three months ended March 31, 2022, there were no options that expired unexercised and there were no options exercised.

At March 31, 2022, a total of 4,818,876 options were outstanding, of which 3,633,444 were exercisable at a weighted average price of $0.08 per share with a remaining weighted average contractual term of 3.2 years. The Company expects that, in addition to the 3,633,444 options that were exercisable as of March 31, 2022, another 1,185,432 will ultimately vest resulting in a combined total of 4,818,876. Those 4,818,876 shares have a weighted average exercise price of $0.08 and an aggregate intrinsic value of approximately $0 as of March 31, 2022. Stock-based compensation expense related to equity options was approximately $112,000 for the three months ended March 31, 2022.

The intrinsic value of options exercisable and outstanding at March 31, 2021 was $0. The aggregate intrinsic value for all options outstanding as of March 31, 2021 was $0. There were no issuances of options to purchase Common Stock during the three months ended March 31, 2021. Stock-based compensation expense related to equity options was approximately $32,000 for the three months ended March 31, 2021.

The Company periodically issues Restricted Stock Units (“RSUs”) to certain employees which vest over time. When vested, each RSU represents the right to that number of shares of Common Stock equal to the number of RSUs granted. The grant date fair value for RSU’s is based upon the market price of the Company's Common Stock on the date of the grant. The fair value is then amortized to compensation expense over the requisite service period or vesting term.

A summary of the activity related to RSUs is as follows:

	RSU’s			Weighted-Average Issuance Price
Balance at December 31, 2021		81,019,401		$	0.13
Granted		—		$	—
Expired/Cancelled		(1,025,000	)	$	0.04
Vested		(41,901	)	$	0.17
Balance at March 31, 2022		79,952,500		$	0.04

There were no RSUs granted during the three months ended March 31, 2022.

During the three months ended March 31, 2022, the Company recorded compensation expense of approximately $465,000 related to RSUs. During the three months ended March 31, 2021, the Company recorded compensation expense of approximately $15,000 related to RSUs. During the three months ended March 31, 2022 and 2021, the Company issued 41,901 and 161,168 shares of its Common Stock pursuant to the vesting of RSUs.

Stock-Based Compensation

Stock-based compensation related to equity options, RSUs and warrants has been classified as follows in the accompanying consolidated statements of income (loss) (in thousands):

	Three months Ended March 31,
	2022		2021
Cost of revenue	$	11	$	1
General and administrative		335		37
Sales and marketing		127		21
Research and development		119		19
Total	$	592	$	78