STOCKHOLDERS' EQUITY |
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| STOCKHOLDERS' EQUITY |
NOTE 5 – STOCKHOLDERS’ EQUITY
Equity Sales
The Company had no sales of common stock in the quarter ended March 31, 2025. During the quarter ended March 31, 2024, the Company sold common stock in 20 private unregistered transactions resulting in total proceeds of $1,103,376 and the issuance of 407,299 shares of common stock. Included in the totals are 56,666 shares of common stock sold to related parties for proceeds of $130,782.
Equity Compensation
For the quarter ended March 31, 2025, the Company expensed $600,545 for equity compensation to members of the Board of Directors and certain employees. The total expense included amounts related to awards made to certain employees and the non-employee directors in the prior periods, and amounts related to new awards made to the non-employee directors in the present period. $40,568 of the total expense for the quarter was related to R&D and the remaining $559,977 was for G&A.
For the quarter ended March 31, 2024, the Company recognized expense of $112,104 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $34,648 of the total expense for the quarter was related to R&D and the remaining $77,456 was for G&A.
Directors’ Stock Awards
On January 1, 2025 the Compensation Committee of the Board of Directors awarded 38,378 RSA shares to the four non-employee members of the Boards in three separate actions.
From January 1, 2024 through June 10, 2024 the Company accrued payments to the non-employee board members pursuant to the Non-Employee Directors Compensation Policy in place at the time. The total amount accrued for that time period was $69,827. The Compensation Committee agreed the non-employee members of the board would forgo the accrued cash payment in lieu of RSA shares. The Compensation Committee determined the fair exchange price would be $16.74 per share resulting in the Company issuing an aggregate of 4,170 shares in exchange for the $69,827 of accrued cash. The restricted shares have been issued to the non-employee board members and will vest in full on March 31, 2025.
Additionally, from June 11, 2024 through December 31, 2024 the Company accrued payments to the non-employee board members in total of $124,934 for board service. The Compensation Committee agreed the non-employee members of the board would forgo the accrued cash payment in lieu of RSA shares. The Compensation Committee also considered the Company’s cash position going forward and awarded the non-employee board members RSA shares for the remainder of the members’ service through the Company’s next annual meeting of shareholders in lieu of cash payments. This future amount would have been $104,819. The Compensation Committee determined the fair exchange price would be $7.97 per share resulting in the Company issuing an aggregate of 28,826 shares in exchange for the $229,753 of accrued and future cash payments. The restricted shares have been issued to the non-employee board members and will vest in full on June 10, 2025.
The Compensation Committee awarded Laith Yaldoo 5,382 RSA shares for his pro-rata share of the annual RSA award based on his appointment to the Board of Directors on July 12, 2024. The restricted shares have been issued to Mr. Yaldoo, 2,691 shares vested immediately on the date of the award, 1,345 shares vested on March 11, 2025, and 1,346 shares will vest on the day prior to the 2025 annual stockholder meeting.
Common Stock Restricted Stock Awards (RSA)
The total RSA expense recorded in the first quarter of 2025 and 2024 are as follows:
The 2025 and 2024 RSA activity is as follows:
As of March 31, 2025, there was $294,980 of remaining unrecognized compensation expense related to RSAs, which is expected to be recognized over a weighted average period of 0.1 years. As of March 31, 2024, there was $0 of unrecognized compensation expense related to RSAs.
The total fair value of RSAs vested during the quarter ended March 31, 2025 was $3,041,387, and during the quarter ended March 31, 2024 was $0. The fair value was determined based on the number of shares vesting and the closing price of shares of our common stock on the dates the awards vested. |
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