Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.1
Stockholders’ Equity - USD ($)
 3 Months Ended 12 Months Ended 38 Months Ended
Jan. 31, 2025
Jan. 02, 2025
Feb. 11, 2022
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Mar. 31, 2025
Class of Stock [Line Items]              
Stockholders’ Equity      

Note 7 – Stockholders’ Equity

 

Common stock

 

On January 31, 2025, we effected a 10 for 1 reverse stock split of the Company’s authorized stock, and issued and outstanding shares of Common Stock by filing a Certificate of Change pursuant to pursuant to Nevada Revised Statutes (“NRS”) Section 78.209. As a result of the reverse split, the Company is authorized to issue 15,000,000 common shares (the Company’s authorized common shares were reduced in the same ratio (10-for-1) as its outstanding Common Stock shares were reduced). All share and per share amounts were retroactively adjusted to reflect this split as if it occurred at the earliest period presented.

 

An additional 309,281 common stock shares were included in the Company’s issued and outstanding shares as a result of rounding-up fractional shares into whole shares as a result of the reverse stock split.

 

Treasury stock

 

During the three months ended March 31, 2025, the Company repurchased 31,670 shares of its common stock for $144,575 in the public market at average price of $4.91 and placed them in treasury. As of March 31, 2025 and December 31, 2024, 380,638 and 348,968 shares remain as treasury shares, respectively. These were all purchased as part of publicly announced plans or program and currently, as also noted in the previous 10-K filing.

 

Employee compensation

 

In prior years, the Company entered into several employment agreements that require the issuance of common shares for services that vest on a quarterly basis. During the period ended March 31, 2025, 4,953 shares with a fair value of $13,905 that previously vested were issued. During the period ended March 31, 2025, an aggregate of 1,350 shares with a fair value of $5,627 vested during the period and were recognized as compensation costs. As of March 31, 2025, 2,078 shares of common stock with a fair value of $17,295 remain vested but not issued.

 

On February 11, 2022 (the “Vesting Date”), the Company entered into a restricted stock award agreements (the “Award Agreement”) with eight employees for 42,000 shares of the Company’s common stock subject to the terms and to the fulfillment of the conditions set forth in the Company’s equity incentive plan. The first 20% of the restricted shares were granted and vested on February 11, 2022. An additional 20% of the restricted shares will vest on each anniversary of the Vesting Date until the fourth anniversary of the Vesting Date. The initial fair value of the awards on the date of grant was determined to be $2,942,800 which is being amortized over the 5 year vesting period. During the year ended December 31, 2024, the Company amortized $357,340 of this amount leaving an unamortized balance of $714,680 at December 31, 2024. During the period ended March 31, 2025, 5,100 shares of common stock vested and the Company amortized $89,335 of this amount leaving an unamortized balance of $625,345 at March 31, 2025. As of March 31, 2025, 20,400 of the shares had been vested.

 

Stock options

 

On January 2, 2025, each member of the Board was granted 2,250 options to purchase shares at $3.45 per share with a fair value of $6,854. The options vest monthly over one (1) year, and may be exercised during a 10-year term. In the aggregate, 13,500 options were granted with a fair value of $41,124. During the three months ended March 31, 2025, the Company recognized $10,284 of compensation cost relating to the vesting of these options and $30,840 remained unvested which will be amortized over the remainder of 2025.

 

For the three months ended March 31, 2025 and 2024, the Company’s stock option compensation expenses amounted to $10,284 and $36,995, respectively.

 

The fair value of the stock options issued during the periods was determined using the Black-Scholes option pricing model with the following assumptions:

   
    March 31, 2025
Risk-free interest rate     3.45%  
Expected life of the options     5.5 years  
Expected volatility     128.40%  
Expected dividend yield     0%  

 

The following is a summary of the option activity from December 31, 2024 to March 31, 2025:

               
    Number of Options   Weighted average exercise price   Weighted Average Remaining Contractual Life  

Aggregate

Intrinsic Value
Outstanding at December 31, 2024     62,637     $ 35.96       6.74       –  
Granted     13,500     $ 3.45       –       –  
Exercised     –       –       –       –  
Cancelled or forfeited     –       –       –       –  
Outstanding at March 31, 2025     76,137     $ 30.20       7.08       8,100  
Exercisable as of March 31, 2025     66,015     $ 34.30       6.66       2,027  

 

Based on the closing fair market value of $4.17 per share on March 31, 2025, intrinsic value of $2,027 was attributed to exercisable but not exercised common stock options at March 31, 2025.

 

      
Reverse stock split 10 for 1            
Reverse stock split, shares 15,000,000            
Payments for repurchase of stock       $ 144,575 $ (0)    
Treasury stock outstanding, shares       380,638   348,968 380,638
Fair value options granted       $ 94,962 94,910    
Equity Option [Member]              
Class of Stock [Line Items]              
Shares available for grant, value       $ 8,100   $ 0 $ 8,100
Options granted, per share       $ 3.45      
Stock compensation expense       $ 10,284 $ 36,995    
Equity Option [Member] | Each Board Member [Member]              
Class of Stock [Line Items]              
Options granted   2,250          
Fair value options granted   $ 6,854          
Equity Option [Member] | Board [Member]              
Class of Stock [Line Items]              
Options granted, per share   $ 3.45          
Exercisable term   10 years          
Equity Option [Member] | All Board Members [Member]              
Class of Stock [Line Items]              
Options granted   13,500          
Fair value options granted   $ 41,124          
Stock compensation expense       10,284      
Options, unvested value       $ 30,840     $ 30,840
Employment Agreements [Member]              
Class of Stock [Line Items]              
Stock vested, shares issued       4,953      
Stock vested, shares issued value       $ 13,905      
Restricted stock vested       1,350      
Shares vested, value       $ 5,627      
Shares available for grant       2,078     2,078
Shares available for grant, value       $ 17,295     $ 17,295
Award Agreement [Member] | Eight Employees [Member]              
Class of Stock [Line Items]              
Restricted stock vested       5,100     20,400
Restricted stock awarded, shares     42,000        
Restricted stock awarded, fair value     $ 2,942,800        
Share-based compensation expense       $ 89,335   357,340  
Unamortized balance       $ 625,345   $ 714,680 $ 625,345
Common Stock [Member]              
Class of Stock [Line Items]              
Issuance of reverse stock split shares       309,281      
Stock repurchased during period, shares       31,670      
Payments for repurchase of stock       $ 144,575