Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.21.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity

Note 10 – Stockholders’ Equity

 

Common Stock

 

On January 4, 2021, Company issued to its non-executive directors an aggregate of 126,584 shares of common stock from its 2019 Equity Incentive Plan for their director services to the Company. The Company recognized stock-based compensation of $200,000 in connection with the issuance of these shares.

 

Stock Options

 

A summary of the option activity during the three months ended March 31, 2021 is presented below:

 

          Weighted     Weighted        
          Average     Average        
    Number of     Exercise     Remaining     Intrinsic  
    Options     Price     Term (Yrs)     Value  
                         
Outstanding, January 1, 2021     2,430,000     $ 4.15       8.92     $
-
 
Granted    
-
     
-
                 
Exercised    
-
     
-
                 
Expired    
-
     
-
                 
Forfeited    
-
     
-
                 
Outstanding, March 31, 2021     2,430,000     $ 4.15       8.67     $ 146,800  
                                 
Exercisable, March 31, 2021     557,500     $ 4.33       8.62     $
-
 

 

Options outstanding and exercisable as of March 31, 2021 are as follows:

 

Options Outstanding     Options Exercisable  
            Weighted        
      Outstanding     Average     Exercisable  
Exercise     Number of     Remaining Life     Number of  
Price     Options     In Years     Options  
$ 2.11       80,000      
-
     
-
 
$ 2.17       120,000      
-
     
-
 
$ 4.09       1,890,000       8.64       472,500  
$ 5.66       340,000      

8.47

      85,000  
          2,430,000      

8.62

      557,500  

 

For the three months ended March 31, 2021 and 2020, the Company recorded $282,999 and $240,399, respectively, of stock-based compensation expense related to stock options issued as compensation, of which $56,296 and $50,816, respectively, was included in net income of discontinued operations on the accompanying condensed consolidated statements of operations. As of March 31, 2021, there was $1,722,027 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the weighted average remaining vesting period of 2.6 years.

 

Restricted Common Stock

 

A summary of the non-vested restricted common stock activity during the three months ended March 31, 2021 is presented below:

 

    Number of
Restricted Stock
    Weighted
Average
Grant Date
Fair Value
 
Non-vested balance, January 1, 2021     199,143     $ 2.03  
Granted    
-
     
-
 
Vested    
-
     
-
 
Forfeited    
-
     
-
 
Outstanding, March 31, 2021     199,143     $ 2.03  

 

For the three months ended March 31, 2021 and 2020, the Company recorded $80,006 and $113,436, respectively, of stock-based compensation expense related to restricted stock issued as compensation of which $13,561 and $6,233, respectively, was included in net income of discontinued operations on the accompanying condensed consolidated statements of operations. As of March 31, 2021, there was $173,333 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 1.0 years.

 

Restricted Stock Units

 

On January 19, 2021, the Company entered into a Restricted Stock Unit Agreement with its Chief Executive Officer (“CEO”), pursuant to which the CEO received restricted stock units having a stated value equal to $1,000,000. The restricted stock units represent the right to receive $1,000,000, contingent upon the closing of the Sale Transaction, which is payable upon the earlier of the two-year anniversary of the closing date of the Sale Transaction (provided that the CEO remains continuously employed by the Company through such date), or the termination of the CEO’s employment without cause after the closing of the Sale Transaction (as defined in his employment agreement) (as applicable, the “Vesting Date”). At the time of payment, the Company may elect to pay the $1,000,000 award in cash or in shares of common stock valued at the fair market value of our common stock on the Vesting Date, or any combination thereof. All issuances of common stock will be issued from our 2019 Equity Incentive Plan. If payments or benefits provided or to be provided by the Company or its affiliates to the CEO pursuant to the agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) that would be subject to the excise tax imposed under Section 4999 of the Code (collectively, the “Excise Tax”), payments to be made under the agreement will be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. On March 22, 2021, the agreement was amended to provide that the Vesting Date would apply after the two-year anniversary of the sale of CSI to Element Partners, LLC, Bally’s Corporation, or their affiliates (provided that the CEO remains continuously employed by the Company through such date). The Company recorded a charge to stock-based compensation and a corresponding credit to accrued compensation expense in the amount of $100,000 representing the amortization of this award during the three months ended March 31, 2021.