Post-effective amendment to a registration statement that is not immediately effective upon filing

Stock-Based Compensation

v3.22.1
Stock-Based Compensation
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]    
STOCK-BASED COMPENSATION
O. STOCK-BASED COMPENSATION:

 

In November 2021, the Board of Directors adopted the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides for the granting of non-qualified stock options and restricted stock to the Company’s employees, officers, directors, and outside consultants to purchase shares of the Company’s common stock. The number of shares of common stock available for issuance under the 2021 Plan is 942,068 shares of common stock.

 

Stock-based compensation expense included the following components:

    2022     2021  
Stock Options   $ 28,730      
    -
 
Restricted Stock     89,962      
-
 
      118,692      
-
 

 

All stock-based compensation expense is recorded in General and Administrative expense in the Statement of Earnings.

 

Non-Qualified Stock Options:

 

The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock-based compensation is based on awards that are ultimately expected to vest.

 

Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms.

The Black-Scholes option pricing model assumptions are as follows:

 

Risk-free interest rate     1.335%  
Expected term     5.5-6.25 years  
Expected volatility     102.33%  
Expected dividends     0%  

 

A summary of option activity under the 2021 Plan as of March 31, 2022 and 2021 and changes during the years then ended is presented below:

 

 

 

 

Options

 

 

 

 

Shares

   

Weighted

Average

Exercise

Price

   

 

Aggregate

Intrinsic

Value

 
Outstanding at January 1, 2021    
-
     
-
     
-
 
Granted    
-
     
-
     
-
 
Forfeited or Expired and Other Adj    
-
     
-
     
-
 
Outstanding at March 31, 2021    
-
     
-
     
-
 
Exercisable at March 31, 2021    
-
     
-
     
-
 
                         
Outstanding at January 1, 2022     1,603,000     $ 4.15     $ 3,045,700  
Granted     61,000     $ 1.80       (2,820 )
Forfeited or Expired and Other Adj     (22,000 )   $ 4.15       52,800  
Outstanding at March 31, 2022     1,642,000     $ 4.06     $ (3,797,220 )
Exercisable at March 31, 2022     75,256     $ 3.97     $ (167,318 )

 

The weighted-average grant-date fair value of options granted during the years ended March 31, 2022 and 2021 was $4.06 and zero, respectively. The weighted-average remaining contractual term for the outstanding options is approximately 10 years and 0 years as of March 31, 2022 and 2021, respectively.

 

Restricted Stock :

 

Restricted stock granted under the 2021 Plan generally vest over 10 years, based on continued employment, and are settled upon vesting shares of the Company’s common stock on a one-for-one basis.

 

A summary of restricted stock activity under the 2021 Plan as of March 31, 2022 and 2021 and changes during the years then ended is presented below:

 

Restricted Stock

 

Time-Based

 
Outstanding at January 1, 2021    
-
 
Granted    
-
 
Vested    
-
 
Forfeited    
-
 
Outstanding at March 31, 2021    
-
 
         
Outstanding at January 1, 2022     154,960  
Granted     125,000  
Vested     (56,263 )
Forfeited    
-
 
Outstanding at March 31, 2022     223,697  
Q. STOCK-BASED COMPENSATION:

 

In November 2021, the Board of Directors adopted the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides for the granting of stock options to purchase shares of the Company’s common stock and restricted stock to the Company’s employees, officers, directors, and outside consultants. The number of shares of common stock available for issuance under the 2021 Plan is 1,250,432 shares of common stock.

 

Stock-based compensation expense included the following components:

 

    2021     2020  
Stock Options   $ 153,205               -  
Restricted Stock     14,852      
-
 
      168,057      
-
 

 

All stock-based compensation expense is recorded in General and Administrative expense in the Statement of Earnings

 

Stock Options:

 

The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock-based compensation is based on awards that are ultimately expected to vest.

 

Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms.

 

The Black-Scholes option pricing model assumptions are as follows:

 

Risk-free interest rate   1.335%
Expected term   5.5-6.25 years
Expected volatility   102.33%
Expected dividends   0%

 

A summary of option activity under the 2021 Plan as of December 31, 2021 and 2020 and changes during the years then ended is presented below:

 

Options

 

Shares

   

Weighted

Average

Exercise

Price

   

Aggregate

Intrinsic

Value

 
Outstanding at January 1, 2020    
-
      -       -  
Granted    
-
     
-
     
-
 
Forfeited or Expired and Other Adj    
-
     
-
     
-
 
Outstanding at December 31, 2020    
-
     
-
     
-
 
Exercisable at December 31, 2020    
-
     
-
     
-
 
                         
Granted     1,587,000     $ 4.19     $ 2,947,700  
Forfeited or Expired and Other Adj    
-
     
-
     
-
 
Outstanding at December 31, 2021     1,587,000     $ 4.19     $ 2,947,700  
Exercisable at December 31, 2021     30,658     $ 4.15     $ 58,250  

 

The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $4.19 and zero, respectively. The weighted-average remaining contractual term for the outstanding options is approximately 10 years and 0 years as of December 31, 2021 and 2020, respectively.

 

Restricted Stock:

 

Restricted stock granted under the 2021 Plan generally vest over 10 years, based on continued employment, and are settled upon vesting shares of the Company’s common stock on a one-for-one basis.

 

A summary of restricted stock activity under the 2021 Plan as of December 31, 2021 and 2020 and changes during the years then ended is presented below:

 

Restricted Stock

  Shares  
Outstanding at January 1, 2020     -  
Granted    
-
 
Vested    
-
 
Forfeited    
-
 
Outstanding at December 31, 2020    
-
 
         
Granted     160,318  
Vested     (6,108 )
Forfeited    
-
 
Outstanding at December 31, 2021     154,210