Quarterly report pursuant to Section 13 or 15(d)

EQUITY

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EQUITY
 3 Months Ended
Mar. 31, 2024
EQUITY  
EQUITY

NOTE 4 - EQUITY

 

Preferred shares

 

The Company has authorized 416,667 shares of preferred stock with a par value of $0.001 per share.

 

As of March 31, 2024, there were no shares of preferred stock issued or outstanding.

 

Common Shares

 

The Company has authorized 50,000,000 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

 

During the three months ended March 31, 2024, in accordance with the Equity Line, the Company issued 38,741 shares of the Company’s Common Stock with aggregate proceeds to the Company of $55. As of March 31, 2024, there were 3,227,700 shares of Common Stock issued and outstanding. 

 

Warrants

 

A summary of activity of the warrants during the three months ended March 31, 2024 is as follows:

 

 

 

Number of

 

 

Weighted Average

 

 

Weighted Average

 

 

 

shares

 

 

Exercise Price

 

 

Life (years)

 

Outstanding, December 31, 2023

 

 

 242,633

 

 

 $ 44.07

 

 

 

 1.10

 

Granted

 

 

 -

 

 

 

 -

 

 

 

 -

 

Expired

 

 

 (3,276 )

 

 

 210.00

 

 

 

 -

 

Exercised

 

 

 -

 

 

 

 -

 

 

 

 -

 

Outstanding, March 31, 2024

 

 

 239,357

 

 

 $ 46.82

 

 

 

 0.99

 

 

The intrinsic value of the warrants as of March 31, 2024, is $0. All of the outstanding warrants are exercisable as of March 31, 2024.

 

2018 Equity Incentive Plan, as amended

 

On January 1, 2024, the number of shares available under the Company’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”) was increased by 478,344 shares of Common Stock.

 

As of March 31, 2024, the 2018 Plan permits the Company to issue up to an aggregate of 1,529,223 shares of Common Stock of which 766,118 shares are available to be issued.

 

Options granted during the three months ended March 31, 2024

 

In January 2024, the Company granted options to an officer of the Company to purchase an aggregate of 92,000 shares of the Company’s Common Stock with an exercise price of $1.49 and vesting as follows: twenty-five (25%) of the shares subject to the option shall vest on the one-year anniversary of the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the vesting commencement date. The vesting commencement date is January 5, 2024.

 

On March 5, 2024, the Company granted options to certain employees, officers and consultants to purchase a total of 152,000 shares of the Company’s common stock with an exercise price of $1.47 and vesting as follows: twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the vesting commencement date. The vesting commencement date is March 5, 2024.

The following is a summary of stock option activity during the three months ended March 31, 2024:

 

 

 

Options Outstanding

 

 

Weighted

 

 

 

Number of

 

 

Weighted

Average

 

 

Average

Remaining life

 

 

 

Options

 

 

Exercise Price

 

 

(years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2023(1)

 

 

 519,105

 

 

 $ 15.97

 

 

 

 8.07

 

Granted

 

 

 244,000

 

 

 

 1.48

 

 

 

 10.00

 

Exercised

 

 

 -

 

 

 

 -

 

 

 

 -

 

Forfeited/canceled

 

 

 -

 

 

 

 -

 

 

 

 -

 

Outstanding, March 31, 2024

 

 

 763,105

 

 

 $ 1.85

 

 

 

 8.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable options, March 31, 2024

 

 

 9,125

 

 

 $ 23.00

 

 

 

 7.13

 

 

(1) During February 2024, 488,069 options were repriced to $1.55 and had their vesting schedules modified.  As per ASC 718 the changes were treated as modifications to the options and the incremental fair value was calculated resulting in $210 in additional expense to amortize over the updated vesting schedule of 1/3rd of the shares subject to the options will vest on the first anniversary and 1/36th of the shares subject to the option will vest each month thereafter.  The amendment date was February 28, 2024.    

 

Valuation

 

The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions:

 

 

 

Three months ended

 

 

 

March 31

 

 

 

2024

 

Expected term

 

 3.08 - 6.08 years

 

Expected average volatility

 

87 - 110

% 

Expected dividend yield

 

 

 -

 

Risk-free interest rate

 

4.02 - 4.44

% 

 

During the three months ended March 31, 2024, the Company granted 244,000 options, valued at $299, of which 102,000 options, valued at $128 were for related parties. During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $213 and $354, respectively, of which $144 and $281 was for related parties, respectively, and as of March 31, 2024, $2,330 remains unamortized, of which $1,065 is for related parties. The intrinsic value of options outstanding as of March 31, 2024 and December 31, 2023 is $2 and $0, respectively.