Quarterly report [Sections 13 or 15(d)]

SHARE-BASED COMPENSATION

v3.25.2
SHARE-BASED COMPENSATION
6 Months Ended
Jun. 30, 2025
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

NOTE 5 – SHARE-BASED COMPENSATION

In April 2021, the board of directors approved the creation of the 2021 Equity Incentive Plan (the “Plan”). The Plan became effective as of the completion of the corporate conversion, with an annual evergreen provision pursuant to the Plan. The Plan currently reserves an aggregate of 206,807 shares of common stock, subject to adjustments as provided in the Plan, of which 8,872 are currently still available for issuance as of June 30, 2025. The purpose of the Plan is to attract, retain and incentivize directors, officers, employees, and consultants.

In February 2024, the Company granted stock options to purchase a total of 41,750 shares of common stock to its four employees and a number of consultants pursuant to the Plan. The options were issued at an exercise price of $63.00, which was the grant date fair value of the common stock, with the options vesting monthly over 36 months.

In June 2024, the Company granted stock options to purchase a total of 3,000 shares of common stock to its five independent board of directors pursuant to the Plan. The options were issued at an exercise price of $47.60, which was the grant date fair value of the common stock, with the options vesting on the one-year anniversary of the grant date.

In January 2025, the Company granted stock options to purchase a total of 1,500 shares of common stock to one of its employees pursuant to the Plan. The options were issued at an exercise price of $15.60, which was the grant date fair value of the common stock, with the options vesting monthly over 36 months.

In February 2025, the Company granted stock options to purchase a total of 32,275 shares of common stock to its three employees to settle the 2024 executive bonus of $413,120 in lieu of cash payment. The options were issued at an exercise price of $16.00, which was the grant date fair value of the common stock, with the options vesting immediately.

A summary of the Company’s stock option issuances and associated general and administrative expenses is as follows:

Three Months Ended

Six Months Ended

Stock Option

Number of

Exercise

June 30,

June 30,

Issuance Date

Options

Price

2025

2024

2025

2024

June 2021

40,375

$

125.20

$

$

181,720

$

$

363,440

July 2021

77,500

123.60

490,916

981,833

January 2022

4,000

88.80

18,950

6,317

37,900

April 2022

1,500

75.80

1,793

5,378

7,170

10,755

February 2023

23,375

68.20

109,521

109,521

219,042

219,042

June 2023

2,500

55.00

26,800

53,600

February 2024

41,750

63.00

183,713

183,713

367,426

244,951

June 2024

3,000

47.60

27,630

55,260

January 2025

1,500

15.54

1,559

2,599

February 2025

32,275

15.96

Total

227,775

$

324,216

$

1,016,998

$

657,814

$

1,911,521

Compensation expense associated with these awards is recognized over the vesting period based on the fair value of the option at the grant date determined based on the Black-Scholes model. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value computation using the Black-Scholes option pricing model. Because there is no public market for the Company’s stock options and very little historical experience with the Company’s stock, similar public companies were used for the comparison of volatility and the dividend yield. The risk-free rate of return was derived from U.S. Treasury notes with comparable maturities.

The Company determined the fair value of the option awards using the Black-Scholes option pricing model using the following weighted average assumptions:

Six Months Ended

June 30,

2025

2024

Expected term

5.0

years

6.7

years

Volatility

102

%

103

%

Dividend yield

%

%

Risk-free interest rate

4.25

%

4.28

%

Weighted average grant date fair value

$

12.33

$

51.80

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

Weighted

Average

Weighted

Remaining

Aggregate

Number of

    

Average

Contractual Term

Intrinsic

Options

    

Exercise Price

(in years)

Value

Outstanding, vested and expected to vest at December 31, 2024

194,000

 

$

101.07

7.36

 

$

Granted

33,775

15.94

9.58

Exercised

Forfeited

Outstanding, vested and expected to vest at June 30, 2025

227,775

$

88.45

7.26

$

Exercisable

198,094

$

91.71

7.07

$

The total non-cash compensation expense for these options not yet recognized as of June 30, 2025 was $1,532,928. The weighted average vesting period for the unvested options is 1.52 years. The weighted average grant date fair value of all options granted is $68.79 as of June 30, 2025. The Company records the impact of any forfeitures of options as they occur.