Item 5. Market for Registrant’s Common Equity
ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Shares
of our common stock, $0.001 par value per share, began trading on the Nasdaq Capital Markets under the symbol “BOF” on June 16,
2023. The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported
on the Nasdaq Capital Markets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.
High
Low
Fiscal Year Ended December 31, 2024
First Quarter
$
3.60
$
1.10
Second Quarter
$
3.24
$
0.68
Third Quarter
$
4.11
$
0.61
Fourth Quarter
$
2.20
$
1.31
Fiscal Year Ended December 31, 2023
First Quarter
$
N/A
$
N/A
Second Quarter
$
6.20
$
3.03
Third Quarter
$
3.50
$
2.02
Fourth Quarter
$
2.10
$
1.21
As
of April 5, 2025, there were 9,584,769 shares of common stock outstanding held by approximately 25 shareholders of record. Such number
does not include any shareholders holding shares in nominee or “street name”.
Dividends
We
have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable
future. The payment of dividends is subject to the discretion of our board of directors and depends, among other things, upon our earnings,
our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development
and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our
board of directors, based upon the board’s assessment of our financial condition and performance, earnings, need for funds, capital
requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences,
restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.
22
Equity Compensation
Plan Information
This
following table provides information about shares our common stock that may be issued under our options outstanding at December 31,
2024. Other than individual options outstanding reflected in the table below, we did not have any shares authorized for issuance under
equity plans at December 31, 2024.
Plan category
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average
exercise price of outstanding options, warrants and rights
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved
by security holders
593,470
$ 2.39
415,530
Equity compensation plans
not approved by security holders (1)
182,735
3.76
N/A
Total
776,205
$ 2.71
415,530
(1)
Represents warrants issued on June 21, 2023 to the underwriter in the Company’s IPO, and warrants issued on June 26, 2024
to underwriter in our follow-on public offering.
2022
Equity Incentive Plan
General
Our
board of directors and stockholders adopted the 2022 Equity Incentive Plan as of January 1, 2022, which provides for the grant of incentive
stock options and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of
the 2022 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual
service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage
them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders. By means of
the 2022 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to
exert maximum efforts for our success and the success of our subsidiaries.
Description
of the 2022 Equity Incentive Plan
The
following description of the principal terms of the 2022 Equity Incentive Plan is a summary and is qualified in its entirety by the full
text of the 2022 Equity Incentive Plan.
Administration.
In general, the 2022 Equity Incentive Plan is administered by the Compensation Committee of the board of directors. The Compensation
Committee determines the persons to whom options to purchase shares of common stock, stock appreciation rights (or “SARs”),
restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards,
other stock-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations
for the administration of the 2022 Equity Incentive Plan and amendments or modifications of outstanding awards. No options, stock purchase
rights or awards may be made under the 2022 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2022
Equity Incentive Plan will continue thereafter in effect with respect to previously granted options, SARs or other awards that remain
outstanding.
Eligibility.
Persons eligible to receive options, SARs or other awards under the 2022 Equity Incentive Plan are those employees, officers,
directors, consultants, advisors and other individual service providers of ours who, in the opinion of the Compensation Committee, are
in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee,
officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary.
Shares
Subject to the 2022 Equity Incentive Plan. The aggregate number of shares of common stock initially available for issuance in
connection with options and other awards granted under the 2022 Equity Incentive Plan was 600,000. The number of shares of common stock
available for issuance under the 2022 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company
commencing with fiscal year 2023, and the first day of each fiscal year thereafter until the expiration date, in an amount equal to 5%
percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the
Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve
for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would
otherwise occur. As of December 31, 2024, the annual increases to the plan resulted in 1,009,000 shares being able to be issued
under the plan.
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“Incentive
stock options”, or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”) may be granted under the 2022 Equity Incentive Plan with respect to all of the shares of common stock authorized
for issuance under the 2022 Equity Incentive Plan.
If
any option or SAR granted under the 2022 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited,
the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2022
Equity Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2022 Equity
Incentive Plan.
No
non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash
awards to the non-employee director for such year that are not made pursuant to the 2022 Equity Incentive Plan); provided that, in the
case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director’s term.
The
number of shares authorized for issuance under the 2022 Equity Incentive Plan and the foregoing share limitations are subject to customary
adjustments for stock splits, stock dividends or similar transactions.
Terms
and Conditions of Options. Options granted under the 2022 Equity Incentive Plan may be either ISOs or “non-statutory stock
options” that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price
of options granted under the 2022 Equity Incentive Plan. The exercise price of stock options may not be less than the fair market value
per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).
If
on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of the Nasdaq Stock
Market, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date
of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good
faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.
No
option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date
of grant. Options granted under the 2022 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee
prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding
$100,000. The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise
become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements
that applied to the option before exercise.
Generally,
the option price may be paid in cash, by certified check, or by bank draft. The Compensation Committee may permit other methods of payment,
including through delivery of shares of our common stock having a fair market value equal to the purchase price. The Compensation Committee
is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied
by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.
No
option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option
may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to
transfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation
Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with
us.
Stock
Appreciation Rights. The Compensation Committee may grant SARs under the 2022 Equity Incentive Plan. The Compensation Committee
will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market
value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted
under the 2022 Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise
to an amount equal to:
●
the excess of the fair market value on the
exercise date of one share of our common stock over the exercise price, multiplied by
●
the number of shares of common stock covered
by the SAR.
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Payment
may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation
Committee.
Restricted
Stock and Restricted Stock Units. The Compensation Committee may award restricted common stock and/or restricted stock units
under the 2022 Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject
to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive
shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions
specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock
units may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as
and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee.
Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or
when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote
the shares.
Performance
Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2022
Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned
during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee.
The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance
units.
Incentive
Bonuses. The Compensation Committee may grant incentive bonus awards under the 2022 Equity Incentive Plan from time to time.
The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as
the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals. Incentive
bonus awards are payable in cash and/or shares of our common stock.
Other
Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under
the 2022 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements
and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.
Effect
of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect
of a change in control (as defined in the 2022 Equity Incentive Plan) on any award, including (i) accelerating or extending the time
periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions
of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee.
The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or
more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs
to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c)
cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance
shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) cancel or terminate
any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any,
that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the
occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its
exercise price, the option or SAR may be canceled without payment of any consideration; or (f) make such other modifications, adjustments
or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.
Amendment,
Termination. The board of directors may at any time amend the 2022 Equity Incentive Plan for the purpose of satisfying the requirements
of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders,
the board of directors may not (a) increase the number of shares of common stock available under the 2022 Equity Incentive Plan, (b)
change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2022 Equity Incentive
Plan.
Tax
Withholding
As
and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an
award of shares of common stock under the 2022 Equity Incentive Plan to pay any federal, state, or local taxes required by law to be
withheld.
Issuer
Purchase of Equity Securities
None.
ITEM
6. [Reserved]
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