Quarterly report pursuant to Section 13 or 15(d)

STOCK OPTIONS

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STOCK OPTIONS
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK OPTIONS

NOTE 10- STOCK OPTIONS

 

On November 27, 2023, the Company’s Board of Directors approved the 2023 Equity Incentive Plan (the “Equity Plan”). The Equity Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, and other stock-based awards, collectively, the “Stock Awards”. Stock Awards may be granted under the Equity Plan to the Company’s, and its subsidiaries’, employees, officers, directors and consultants. The maximum number of shares of Class A common stock available for issuance under the Equity Plan is 100,000,000 shares.

 

On January 1, 2024, the Company entered into agreements with employees and consultants for services to be performed. As consideration therefore, the Company granted stock options (the “Options”) under the Company’s Equity Plan to purchase up to 4,660,000 shares of Class A common stock.

 

On May 16, 2024, the Company entered into agreements with three employees and a consultant for services to be performed pursuant to which the Company granted Options under the Company’s Equity Plan to purchase up to an aggregate of 390,000 shares of Class A common stock.

 

Options were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below. There were no stock options issued or outstanding for the three and six months ended June 30, 2023.

Date    

Number of

Stock

Options

   

Stock

Price1

   

Strike

Price

    Expected Volatility     Interest Rate     Dividend Rate     Expected Term (years)2       Fair Value  
  1/1/2024       4,660,000     $ 0.16     $ 0.17       134.97 %     4.00 %     0.00 %     4.0     $ 731,548  
  05/16/2024       390,000     $ 0.11     $ 0.11       135.44 %     4.49 %     0.00 %     4.0     $ 30,616  

 

  1 Grant exercise price is based on the prior trading day’s closing price of $0.164 on December 29, 2024 and $0.11 on May 15, 2024.
     
  2 Options granted vest over various time periods ranging from two to four years with the majority vesting over a four-year term.

 

 

A summary of the status of the Company’s outstanding stock options and changes during the periods is presented below:

 

    Shares available to     Weighted Average     Weighted Average Remaining Contractual     Aggregate  
    purchase
with options
   

Exercise

Price

   

Term

(in years)

   

Intrinsic

Value

 
Outstanding, December 31, 2023     -     $ -       -     $         -  
Issued     5,050,000       0.17       8.99          
Exercised     -       -       -       -  
Cancelled/Forfeited     (290,000 )     0.17       -       -  
Expired     -       -       -       -  
Outstanding, June 30, 2024     4,760,000     $ 0.17       9.51     $ -  
                                 
Exercisable, June 30, 2024     733,330     $ 0.17       9.51     $ -  

 

The compensation expense attributed to the issuance of the stock options is recognized as they are vested. Total compensation expense related to the stock options was $22,403 and zero for the three months ended June 30, 2024 and 2023, respectively; total compensation expense related to the stock options was $115,122 and zero for the six months ended June 30, 2024 and 2023, respectively, and was included in compensation expense on the statement of operations. As of June 30, 2024, there was $606,917 in future compensation cost related to non-vested stock options.

 

The aggregate intrinsic value as of June 30, 2024 is zero for total outstanding and exercisable options, which was based on our estimated fair value of the common stock of $0.10, had all option holders exercised their options as of that date, net of the aggregate exercise price.