Quarterly report [Sections 13 or 15(d)]

SHARE-BASED COMPENSATION

v3.26.1
SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2026
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. In July 2025, the Company’s stockholders approved an amendment to add an additional 125,000 shares of common stock to the Plan. The Plan currently reserves an aggregate of 425,732 shares of common stock, subject to adjustments as provided in the Plan, of which 227,797 are currently still available for issuance as of March 31, 2026. The purpose of the Plan is to attract, retain and incentivize directors, officers, employees, and consultants.

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 $15.54, 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 $15.96, which was the grant date fair value of the common stock, with the options vesting immediately.

There were no stock option grants made during the three months ended March 31, 2026.

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

Three Months Ended

Stock Option

Number of

Exercise

March 31,

Issuance Date

Options

Price

2026

2025

June 2021

40,375

$

125.20

$

$

July 2021

77,500

123.60

January 2022

4,000

88.80

6,316

April 2022

1,500

75.80

5,378

February 2023

23,375

68.20

73,014

109,521

June 2023

2,500

55.00

February 2024

41,750

63.00

183,713

183,713

June 2024

3,000

47.60

27,630

January 2025

1,500

15.54

1,560

1,040

February 2025

32,275

15.96

Total

227,775

$

258,287

$

333,598

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:

Three Months Ended

March 31,

2026

2025

Expected term

years

5.0

years

Volatility

%

102

%

Dividend yield

%

%

Risk-free interest rate

%

4.25

%

Weighted average grant date fair value

$

$

12.40

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, 2025

227,775

 

$

88.45

6.76

 

$

Granted

Exercised

Forfeited

Outstanding, vested and expected to vest at March 31, 2026

227,775

$

88.45

6.76

$

Exercisable

214,101

$

90.28

6.42

$

The total non-cash compensation expense for these options not yet recognized as of March 31, 2026 was 685,054. The weighted average vesting period for the unvested options is 0.98 years. The weighted average grant date fair value of all options granted is $68.79. The Company records the impact of any forfeitures of options as they occur.