Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

v3.25.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Stock-Based Compensation  
Stock-Based Compensation

8.

Stock-Based Compensation

2018 Long Term Stock Incentive Plan

On January 30, 2018, the Company’s board of directors approved the establishment of the Company’s 2018 Long-Term Stock Incentive Plan (the “LTIP”) and termination of its Carve-Out Plan. Under the LTIP, the aggregate maximum number of shares of common stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of Restricted Shares or Options will be limited to 15% of the outstanding shares of common stock, which calculation shall be made on the first trading day of each new fiscal year; provided that, in any year no more than 8% of the common stock or derivative securitization with common stock underlying 8% of the common stock may be issued in any fiscal year. At a Special Meeting of Stockholders on January 24, 2023, the Company’s stockholders approved certain amendments to the LTIP to: (i) increase the annual share limit of common stock that may be issued in any single fiscal year only for the 2023 fiscal year under the LTIP from 8% of the shares of common stock outstanding to 15% of the shares of common stock outstanding (which amount equates to the maximum amount that may be issued in the aggregate under the LTIP), and (ii) permit immediately quarterly calculations based on the number of shares of common stock outstanding as of the first trading day of each fiscal quarter, rather than solely as of the first trading day of the fiscal year. At a Special Meeting of Stockholders on March 15, 2024, the Company’s stockholders further approved an amendment to the LTIP to increase the annual share limit of common stock that may be issued only for the 2024 fiscal year under the LTIP from 8% of the shares of common stock outstanding to 15% of the shares of common stock outstanding (which amount equates to the maximum amount that may be issued in the aggregate under the LTIP). As of December 31, 2024, up to 6,777,743 shares of common stock are available for grants to participants under the LTIP.

A summary of activity related to restricted stock awards for the years ended December 31, 2024 and 2023 is presented below:

    

Weighted-Average Grant 

Stock Awards

    

Shares

    

Date Fair Value

Non-vested as of January 1, 2023

 

94

$

28,417.50

Granted

 

6,427

$

144.00

Vested

 

(1,051)

$

1,435.50

Forfeited

 

(88)

$

729.00

Non-vested as of December 31, 2023

 

5,382

$

374.00

Granted

 

1,163,678

$

2.25

Vested

 

(495,775)

$

4.13

Forfeited

 

(3,941)

$

22.00

Non-vested as of December 31, 2024

 

669,344

$

3.08

As of December 31, 2024, the unamortized compensation costs related to the unvested restricted stock awards was approximately $1,835,000 which is to be amortized on a straight-line basis over a weighted-average period of approximately 2.4 years.

Awards outstanding held by certain executives and all board of director members accelerated vesting as of the day of the DV Asset Acquisition which closed on December 31, 2024, due to the change of control provision in the grant agreements. This resulted in the recognition of all of the remaining expense for these awards which was a total of $915,000 in the year ended December 31, 2024.

For the year ended December 31, 2024, 137,752 shares of common stock were issued upon vesting of outstanding restricted stock, pursuant to the LTIP with an intrinsic value of approximately $229,669. For the year ended December 31, 2023, 1,051 shares of common stock were issued upon vesting of outstanding restricted stock, pursuant to the LTIP with an intrinsic value of $25,000.

8.

Stock-Based Compensation, continued

2020 Stock Incentive Plan

A summary of activity related to restricted stock units under the Company’s 2020 Stock Plan for the years ended December 31, 2024 and 2023 is presented below:

    

Weighted-Average Grant

Stock Units

    

Shares

    

Date Fair Value

Non-vested as of January 1, 2023

 

14

$

35,749.50

Granted

 

$

Vested

 

(13)

$

34,716.00

Forfeited

 

$

37,366.50

Non-vested as of December 31, 2023

 

1

$

56,430.00

Granted

 

$

Vested

 

(1)

$

56,430.00

Forfeited

 

$

Non-vested as of December 31, 2024

 

0

$

As of December 31, 2024, the unamortized compensation costs related to the unvested restricted stock units under the Company’s 2020 Stock Plan was approximately $0.

For the year ended December 31, 2024, 1 share of restricted stock units was released under the 2020 Stock Plan with an intrinsic value of less than $1,000.

For the year ended December 31, 2023, 13 shares of restricted stock units were released under the 2020 Stock Plan with an intrinsic value of less than $1,000

Inducement Grant

On September 13, 2021, the Company issued 21 shares of restricted common stock to Eric Almgren, the Company’s Chief Strategist, as an inducement grant (“September 2021 Inducement Grant”). As of December 31, 2024, all compensation cost related to the September 2021 Inducement Grant was expensed. The Company recorded stock-based compensation of $185,000 related to this grant for year ended December 31, 2024.

On September 30, 2024, the Company issued 70,000 shares of restricted common stock at a fair value per share of $1.77, to Stanley Mbugua, the Company’s Vice President of Finance, as an inducement grant (“September 2024 Inducement Grant”). Due to the Company closing the acquisition of Data Vault on December 31, 2024, the September 2024 Inducement Grant vesting was fully accelerated due to the change in control the occurred. The Company recognized $124,000 expense as a result. As of December 31, 2024, there is no unamortized compensation cost related to the September 2024 Inducement Grant.

8.

Stock-Based Compensation, continued

2022 Plan

A summary of activity related to restricted stock units under the Company’s 2022 Plan for the year ended December 31, 2024 and 2023 is presented below:

Weighted-Average Grant 

Stock Units

    

Shares

    

Date Fair Value

Non-vested as of January 1, 2023

 

25

$

7,800.00

Granted

 

$

Vested

 

(6)

$

7,800.00

Forfeited

 

(2)

$

7,800.00

Non-vested as of December 31, 2023

 

17

$

7,800.00

Granted

 

$

Vested

 

(3)

$

7,800.00

Forfeited

 

$

Non-vested as of December 31, 2024

 

14

$

7,800.00

As of December 31, 2024, the unamortized compensation cost related to the unvested restricted stock units was approximately $70,000 which is to be amortized on a straight-line basis over a weighted-average period of approximately 1.5 years.

For the year ended December 31, 2024, 3 shares of restricted stock units were released under the 2022 Plan with an intrinsic value of less than $1,000. For the year ended December 31, 2023, 6 shares of restricted stock units were released under the 2022 Plan with an intrinsic value of less than $1,000.