Annual report pursuant to Section 13 and 15(d)

Stockholders??? Equity

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Stockholders’ Equity
 12 Months Ended
Dec. 31, 2023
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY
O. STOCKHOLDERS’ EQUITY:

 

Common Stock

 

In accordance with the Company’s Articles of Incorporation dated May 24, 2021, the Company is authorized to issue 300,000,000 shares of $0.0001 par value common stock, of which 18,539,000 and 18,475,336 shares were issued and outstanding at December 31, 2023 and 2022, respectively. Common stockholders are entitled to one vote per share and are entitled to receive dividends when, as and if declared by the Board of Directors.

 

Warrants

 

The Company has outstanding publicly-traded warrants which entitle the holders to purchase one share of common stock at an exercise price of $4.81375 per share as of December 31, 2023, which expire five years from issuance (“IPO Warrants”). As of December 31, 2023 and 2022, IPO Warrant holders exercised an aggregate 659,456 IPO Warrants and there were 4,478,134 IPO Warrants outstanding.

 

The Company has 149,639 outstanding warrants issued to the underwriters of the Company’s IPO that were exercisable beginning six months after the date of the IPO at an exercise price of $5.19 with a five-year expiration term.

 

The Company has outstanding private placement warrants which entitle the holders to purchase up to 5,464,903 shares of common stock at an exercise price of $4.97 per share, which will expire five years from issuance (“PIPE Warrants”). The PIPE Warrants have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed a dilutive issuance, in which case the PIPE Warrants will be subject to a floor price of $1.00 per share, as set forth in the PIPE Warrants.

 

The Company has outstanding 131,158 warrants issued to the placement agent for the PIPE that were exercisable beginning six months from the date of the PIPE at an exercise price of $4.97 with a five-year expiration term.

 

As of December 31, 2023 and 2022 PIPE Warrant holders have exercised zero PIPE Warrants and there were 5,596,061 PIPE Warrants outstanding.

 

The following table reflects all outstanding and exercisable warrants at December 31, 2023 and 2022:

 

    Number of
Warrants
Outstanding		     Weighted
Average
Exercise Price		     Weighted
Average Life
(Years)		     Aggregate
Intrinsic Value		  
Balance January 1, 2022     10,345,784     $            4.90               5.0     $
          —
  
Warrants exercised     (271,589 )     4.81      
—
      
—
  
Balance December 31, 2022     10,074,195     $ 4.91       5.0     $
—
  
Balance December 31, 2023     10,074,195     $ 4.91       4.0     $
—
  

 

Stock Repurchase Program

 

On February 21, 2022, the Board of Directors of the Company authorized a repurchase of up to $10,000 of the Company’s shares from time to pursuant to a stock repurchase program, or the Repurchase Program. Under the terms of the Repurchase Program, the Company may repurchase shares through open market or negotiated private transactions. The timing and extent of any purchases depend upon ongoing assessments of the Company’s capital needs, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined by management, and are subject to the restrictions relating to volume, price and timing under applicable laws, including but not limited to, Rule 10b-18 promulgated under the Exchange Act. Upon retirement, the Company allocates amounts in excess of par value between additional paid-in capital and retained earnings. The portion charged to retained earnings is first limited to positive amounts (i.e., credit balances) in retained earnings and then to positive amounts in additional paid-in capital.

 

Below is a table containing information about purchases made by the company:

 

Period   Total
Number of
Shares
Purchased		     Average
Price
Paid per
Share		     Total
Number of
Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs		     Maximum
Approximate
Dollar Value
of Shares
that May Yet
be Purchased
Under the
Plans or
Programs		  
January 1, 2022 - December 31, 2022     1,777,657     $          1.87       1,777,657     $ 6,668  
January 1, 2023 – December 31, 2023     37,509     $ 1.32       1,815,166     $ 6,618