Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

We adopted a 2006 Stock Option and Incentive Plan, or the Plan, under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants. The Plan was amended at various dates by the Board of Directors to increase the reserved shares of common stock issuable under the Plan to 3,838,750 as of September 30, 2024, and in June 2017 stockholders approved an amendment to extend the termination date of the Plan to January 1, 2026 ("Amended Plan").

Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Amended Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the Amended Plan as of September 30, 2024 was 1,021,768.

During the nine months ended September 30, 2024, we did not grant any options to purchase shares of common stock or issue any stock grants under the Amended Plan.

We adopted the 2022 Stock Incentive Plan (the "2022 Plan"), under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants. We have reserved 3,800,000 shares of our common stock for issuance pursuant to awards under the 2022 Plan. The adoption of the 2022 Plan was approved by our shareholders on June 9, 2022.

Under the 2022 Plan, stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the 2022 Plan. The options are not transferable except by will or domestic relations order. The option price per share under the 2022 Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the 2022 Plan as of September 30, 2024 was 2,943,750.

During the nine months ended September 30, 2024, we granted non-qualified options to purchase an aggregate of 125,000 shares of common stock under the 2022 Plan at $0.77 per share to certain non-employee directors.

Stock option activity for the nine months ended September 30, 2024 was as follows:


Common Stock Options	Number of Options	Exercise Price Per Share					Weighted Average Exercise Price		Weighted Average Remaining Life	Aggregate Intrinsic Value
Outstanding, December 31, 2023	3,638,122	$	0.71	-	$	10.33	$	1.49	6.70 years	$	127,811
Granted	125,000	$0.77					$	0.77

Exercised	—
Canceled and forfeited	(816,590)	$	0.74	-	$	10.33	$	2.73

Outstanding, September 30, 2024	2,946,532	$	0.71	-	$	6.74	$	1.12	6.70 years	$	148,219
Exercisable, September 30, 2024	1,995,282						$	1.20		$	101,109
Vested and expected to vest, September 30, 2024	2,803,845						$	1.13		$	141,152

Consolidated stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 was $41,908 and $131,906 and $68,775 and $174,711, respectively. No tax benefit was recognized related to the stock-based compensation recorded during the period.

At September 30, 2024, the total compensation cost related to unvested stock option awards not yet recognized is $319,544 and this amount will be recognized over a weighted average period of 2.38 years