7 unchanged sentences
We have audited the accompanying consolidated balance sheets of Research Solutions, Inc.
−Removed: and Subsidiaries (the “Company”) as of June 30, 2022 and 2021, the related consolidated statements of operations and other comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
+Added: and Subsidiaries (the “Company”) as of June 30, 2023 and 2022, the related consolidated statements of operations and other comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
47 unchanged sentences
Property and equipment, net of accumulated depreciation of $ 881,908 and $ 840,996 , respectively
+Added: Intangible assets, net of accumulated amortization of $ 747,355 and $ 723,036 , respectively
Deposits and other assets
24 unchanged sentences
and Subsidiaries
−Removed: Consolidated Statements of Operations and Other Comprehensive Loss
+Added: Consolidated Statements of Operations and Other Comprehensive Income (Loss)
Total revenue
5 unchanged sentences
Total operating expenses
−Removed: Loss from operations
+Added: Income (loss) from operations
( 1,631,916 )
−Removed: Loss from operations before provision for income taxes
+Added: Income (loss) from operations before provision for income taxes
( 1,624,762 )
Provision for income taxes
+Added: Net income (loss)
( 1,632,384 )
1 unchanged sentence
Foreign currency translation
−Removed: Comprehensive loss
+Added: Comprehensive income (loss)
( 1,634,748 )
−Removed: Loss per common share:
−Removed: Loss per share, basic and diluted
−Removed: Weighted average common shares outstanding, basic and diluted
+Added: Basic income (loss) per common share:
+Added: Net income (loss) per share
+Added: Weighted average common shares outstanding
+Added: Diluted income (loss) per common share:
+Added: Net income (loss) per share
+Added: Weighted average common shares outstanding
See notes to consolidated financial statements
10 unchanged sentences
Repurchase of common stock
−Removed: Repurchase of stock options and warrants
Common stock issued upon exercise of stock options
Common stock issued upon exercise of warrants
+Added: ( 1,632,384 )
+Added: ( 1,632,384 )
Foreign currency translation
3 unchanged sentences
Fair value of vested restricted common stock
+Added: Forfeited restricted common stock
+Added: Fair value of vested unrestricted common stock
Repurchase of common stock
Common stock issued upon exercise of stock options
−Removed: Common stock issued upon exercise of warrants
−Removed: ( 1,632,384 )
−Removed: ( 1,632,384 )
+Added: Modification cost of stock options
Foreign currency translation
6 unchanged sentences
Cash flow from operating activities:
+Added: Net income (loss)
( 1,632,384 )
−Removed: Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
−Removed: Amortization of lease right
Fair value of vested stock options
Fair value of vested restricted common stock
+Added: Fair value of vested unrestricted common stock
+Added: Modification cost of stock options
Changes in operating assets and liabilities:
2 unchanged sentences
Prepaid royalties
−Removed: Deposits and other assets
Accounts payable and accrued expenses
Deferred revenue
−Removed: Lease liability
Net cash provided by (used in) operating activities
1 unchanged sentence
Purchase of property and equipment
+Added: Payment for non-refundable deposit for asset acquisition
Net cash used in investing activities
3 unchanged sentences
Common stock repurchase
−Removed: Repurchase of stock options and warrants
+Added: Payment of contingent acquisition consideration
Net cash provided by (used in) financing activities
5 unchanged sentences
Cash paid for income taxes
+Added: Non-cash investing and financing activities:
+Added: Contingent consideration accrual on asset acquisition
See notes to consolidated financial statements
5 unchanged sentences
Research Solutions, Inc.
−Removed: (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with three wholly owned subsidiaries at June 30, 2022:
+Added: (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with three wholly owned subsidiaries as of June 30, 2023:
Reprints Desk, Inc., a Delaware corporation, Reprints Desk Latin America S.
66 unchanged sentences
The Company has no customers that represent 10% of revenue or more for the years ended June 30, 2023 and 2022.
−Removed: The following table summarizes accounts receivable concentrations:
−Removed: * Less than 10%
+Added: The Company has no customers that represent 10% of accounts receivable at June 30, 2023 and 2022.
The following table summarizes our content costs from our vendors:
12 unchanged sentences
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.
−Removed: Company derives its revenues from two sources:
−Removed: annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).
+Added: The Company derives its revenues from two sources:
+Added: annual licenses that allow customers to access and utilize certain premium
+Added: features of our cloud-based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
35 unchanged sentences
We currently do not engage in any currency hedging activities.
−Removed: Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a loss of $ 143,898 and a gain of $ 35,960 for the years ended June 30, 2022 and 2021, respectively.
+Added: Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a gain of $ 121,953 and a loss of $ 143,898 for the years ended June 30, 2023 and 2022, respectively.
Cash denominated in Euros and British Pounds with an aggregate US Dollar equivalent of $ 1,760,323 and $ 483,232 at June 30, 2023 and 2022, respectively, was held in accounts at financial institutions located in Europe.
19 unchanged sentences
At June 30, 2023 potentially dilutive securities include options to acquire 2,909,574 shares of common stock and unvested restricted common stock of 2,477,794 .
−Removed: At June 30, 2021 potentially dilutive securities include options to acquire 3,258,408 shares of common stock, warrants to acquire 50,000 shares of common stock and unvested restricted common stock of 245,252 .
+Added: At June 30, 2022 potentially dilutive securities include options to acquire 3,182,872 shares of common stock and unvested restricted common stock of 400,092 .
The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.
−Removed: Basic and diluted net loss per common share is the same for the years ended June 30, 2022 and 2021 because all stock options, warrants, and unvested restricted common stock are anti-dilutive.
+Added: Basic and diluted net loss per common share is the same for the year ended June 30, 2022 because all stock options, warrants, and unvested restricted common stock are anti-dilutive.
+Added: For the year ended June 30, 2023, the calculation of diluted earnings per share include unvested restricted common stock, stock options and warrants, calculated under the treasury stock method.
The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences.
5 unchanged sentences
ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables.
−Removed: This may result in the earlier recognition of allowances for losses.
−Removed: ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is
+Added: This may result in the earlier recognition
+Added: of allowances for losses.
+Added: ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted.
The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.
7 unchanged sentences
Depreciation expense for the years ended June 30, 2023 and 2022 was $ 28,329 and $ 17,651 , respectively.
+Added: Intangible Assets
+Added: Intangible assets consist of customer lists, which are amortized over an estimated useful life of ten years .
+Added: The Company does not have any intangible assets deemed to have indefinite lives.
+Added: Amortization expense for the years ended June 30, 2023 and 2022 was $ 24,320 and $ 0 , respectively.
+Added: Amortization expense expected to be recognized is approximately $ 49,000 annually in 2024 through 2028 and approximately $ 217,000 thereafter.
+Added: Intangible assets consist of the following as of June 30, 2023 and 2022:
+Added: Customer lists
+Added: Intellectual property licenses
+Added: Less accumulated amortization
+Added: Net, Intangible assets
Line of Credit
5 unchanged sentences
The line of credit is secured by the Company’s consolidated assets.
+Added: Pursuant to the Amended and Restated Loan and Security Agreement dated October 31, 2017 among the Company, Reprints Desk, Inc.
+Added: and SVB (the “SVB LSA”), the Company was required to direct account debtors to deliver or transmit all proceeds of accounts remitted to the Company and its subsidiaries into a lockbox account as specified by
+Added: SVB, and to maintain its and its subsidiaries’ primary operating and other deposit accounts with SVB.
+Added: In compliance with the foregoing covenants the Company and its subsidiaries maintained with SVB substantially all of the dollar value of the Company’s and its subsidiaries’ accounts.
+Added: At February 28, 2023, the Company held cash at SVB of $ 10,832,000 , of which we estimate $ 9,738,000 was in excess of government insured limits.
+Added: On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver and SVB was subsequently transferred into a new entity, Silicon Valley Bridge Bank, N.A.
+Added: (“SVB Bridge Bank”).
+Added: On March 12, 2023, the U.S.
+Added: Treasury Department, the Federal Reserve and the FDIC jointly announced enabling actions that fully protect all SVB depositors’ insured and uninsured deposits, and that such depositors would have access to all of their funds starting March 13, 2023.
+Added: On March 14, 2023, the Company was able to access its full deposits with SVB Bridge Bank.
+Added: At June 30, 2023, the Company held cash at SVB Bridge Bank of $ 7,580,000 , of which we estimate $ 6,443,000 was in excess of government insured limits.
There were no outstanding borrowings under the line as of June 30, 2023 and June 30, 2022, respectively.
As of June 30, 2023, there was approximately $ 2,264,000 of available credit.
+Added: On March 27, 2023, First Citizens BancShares, Inc entered into an agreement with the Federal Deposit Insurance Corporation (FDIC) to purchase all of the assets and liabilities of SVB.
+Added: The Company has confirmed that the Loan and Security Agreement remains in effect post this transaction and that, in addition to having access to all of its deposits with SVB, it continues to have access to the revolving line of credit.
+Added: SVB Bridge Bank agreed that the Company can lower its cash balance threshold requirement associated with the SVB LSA, reducing the required balances of its and its subsidiaries’ primary operating and other accounts with SVB, and the Company continues to evaluate the SVB LSA.
+Added: At June 30, 2023, the Company also held cash at Bank of America, N.A.
+Added: of $ 1,500,000 and at PNC Bank, N.A.
+Added: of $ 4,448,000 .
+Added: The Company continues to re-allocate its cash position across all three banks and explore an overall banking diversification strategy as well as additional access to lending facilities.
Stockholders’ Equity
9 unchanged sentences
The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan.
−Removed: Cancelled and forfeited awards issued under the 2007 Plan that
−Removed: were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan.
+Added: Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan.
As of June 30, 2023, there were 1,495,927 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan.
1 unchanged sentence
The majority of awards issued under the Plan vest immediately or over three years , with a one year cliff vesting period, and have a term of ten years .
−Removed: Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period.
+Added: Stock-based compensation cost is measured at the grant date, based on the fair value
+Added: of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period.
The following table summarizes vested and unvested stock option activity:
14 unchanged sentences
Furthermore, the aggregate intrinsic value of options outstanding and of options vested and exercisable at June 30, 2023 was $ 1,096,942 , in each case based on the fair value of the Company’s common stock on June 30, 2023.
−Removed: During the year ended June 30, 2022, the Company granted 307,843 options to employees with a fair value of $ 342,566 which amount will be amortized over the vesting period.
+Added: During the year ended June 30, 2023, the Company granted 200,000 options to directors with a fair value of $ 222,000 which, due to immediate vesting, were fully expensed at the time of grant.
The total fair value of options that vested during the year ended June 30, 2023 was $ 375,189 and was included in selling, general and administrative expenses in the accompanying statement of operations.
5 unchanged sentences
During the year ended June 30, 2022, the Company issued 211,072 net shares of common stock upon the exercise of options underlying 357,079 shares of common stock, resulting in net cash proceeds of $ 97,688 .
−Removed: On March 31, 2021 the Company repurchased options underlying 243,750 shares of stock from a former director for $ 213,313 .
−Removed: The entire amount was charged to equity.
Additional information regarding stock options outstanding and exercisable as of June 30, 2023 is as follows:
9 unchanged sentences
During the year ended June 30, 2022, certain holders of warrants to purchase shares of the Company’s common stock at a per share exercise price of $ 1.19 exercised those warrants to purchase 50,000 shares, generating gross proceeds to the Company of $ 59,500 .
−Removed: During the year ended June 30, 2021, certain holders of warrants to purchase shares of the Company’s common stock at a per share exercise price of $1.25 exercised those warrants to purchase 190,000 shares, generating gross proceeds to the Company of $237,501.
−Removed: On March 31, 2021 the Company repurchased warrants underlying 100,000 shares of stock from a former director for $95,000.
−Removed: The entire amount was charged to equity.
Restricted Common Stock
2 unchanged sentences
During the year ended June 30, 2022, the Company issued an additional 356,582 shares of restricted stock to employees.
−Removed: These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.
−Removed: The aggregate fair value of the stock awards was $ 463,994 based on the market price of our common stock ranging from $ 2.13 to $ 2.49 per share on the date of grant, which will be amortized over the three-year vesting period.
−Removed: During the year ended June 30, 2022, the Company issued an additional 356,582 shares of restricted stock to employees.
Of this amount, 256,582 shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.
1 unchanged sentence
The aggregate fair value of the stock awards was $ 850,996 based on the market price of our common stock ranging from $ 1.87 to $ 2.64 per share on the date of grant, which will be amortized over the vesting period.
−Removed: The total fair value of restricted common stock vested during the year ended June 30, 2022 and 2021 was $ 557,496 and $ 376,338 , respectively, and is included in selling, general and administrative expenses in the accompanying statements of operations.
+Added: During the year ended June 30, 2023, the Company issued an additional 2,354,834 shares of restricted stock to employees with an aggregate fair value of $ 3,478,878 .
+Added: Of this amount, 229,834 shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met and 25,000 shares vest over a four year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.
+Added: The aggregate fair value of these stock awards was $ 503,478 based on the market price of our common stock price ranging from $ 1.94 to $ 2.22 per share on the date of grant, which will be amortized over the range of three and four-year vesting periods.
+Added: The remaining 2,100,000 shares were granted, under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: The LTEBP replaces the previous restricted stock compensation program for executives.
+Added: It spans 5 years and is designed to better serve stockholder interests by aligning key executive compensation with stockholder value.
+Added: Awards under the LTEBP will vest as follows, upon the 30-day volume weighted average price (VWAP) of our common stock reaching the following targets:
+Added: • 20 % at a 30-day VWAP of $ 3.00 per share;
+Added: • 20 % at a 30-day VWAP of $ 3.75 per share;
+Added: • 20 % at a 30-day VWAP of $ 4.50 per share;
+Added: • 20 % at a 30-day VWAP of $ 5.25 per share;
+Added: • 20 % at a 30-day VWAP of $ 6.00 per share.
+Added: Upon a change of control vesting will accelerate with respect to that portion of the award that would vest if the target 30-day VWAP was achieved at the level above the per share price in such change of control transaction.
+Added: For example, if we granted an award of 100,000 shares under the LTEBP, 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $ 3.00 per share, and 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $ 3.75 per share.
+Added: If the per share price in a change of control transaction was $ 5.00 per share, vesting would accelerate for 40,000 shares under the same award (i.e.
+Added: the number of shares that would vest for our stock price achieving a 30-day VWAP of $ 5.25 per share, pursuant to a tier round up provision in the Plan effective upon a change in control).
+Added: As a condition to receiving awards under the LTEBP, recipients will be required to hold at least 75 % of all vested shares during the term of their employment.
+Added: Applicable target 30-day VWAPs must be achieved within 5 years following the grant of awards under the LTEBP, and all unvested awards under the LTEBP will be forfeited upon expiration of such 5-year period.
+Added: Recipients will also forfeit unvested awards in the event their service with our company terminates for any reason.
+Added: As the vesting of the 2,100,000 shares of restricted common stock under the LTEBP is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $ 2,975,400 , computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.36 to 2.59 years.
+Added: The total fair value of restricted common stock vesting and expenses related to amortization of the fair value of the LTEBP program during the year ended June 30, 2023 was $ 1,418,717 and is included in selling, general and administrative expenses in the accompanying statements of operations.
As of June 30, 2023, the amount of unvested compensation related to issuances of restricted common stock was $ 2,711,661 , which will be recognized as an expense in future periods as the shares vest.
−Removed: When calculating
−Removed: basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest.
+Added: When calculating basic net income per share, these shares are included in weighted average common shares outstanding from the time they vest.
When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.
+Added: When calculating net loss per share, the 2,477,794 shares are considered antidilutive and are excluded from that calculation.
The following table summarizes restricted common stock activity:
1 unchanged sentence
Non-vested, June 30, 2022
+Added: ( 1,418,717 )
Non-vested, June 30, 2023
25 unchanged sentences
Contingencies and Commitments
−Removed: The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic.
−Removed: The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve.
−Removed: Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession.
−Removed: Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole.
−Removed: The magnitude and overall effectiveness of these actions remain uncertain.
−Removed: To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.
−Removed: The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted.
−Removed: As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.
Legal Proceedings
28 unchanged sentences
Management will review this valuation allowance requirement periodically and make adjustments as warranted.
−Removed: The net change in the valuation allowance for the year ended June 30, 2022 was an increase of $ 379,223 .
+Added: The net change in the valuation allowance for the year ended June 30, 2023 was a decrease of $ 290,770 .
At June 30, 2023 and 2022, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 15,650,000 and $ 15,040,000 , respectively, and state NOL carryforwards of approximately $ 6,560,000 and $ 6,420,000 , respectively.
10 unchanged sentences
The Company is subject to United States federal or state income tax examinations by tax authorities for fiscal years after 2017.
+Added: On September 28, 2022, Reprints Desk entered into an asset purchase agreement with FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH (“FIZ”).
+Added: FIZ delivers STM content pursuant to various contracts with its customers through its AutoDoc platform.
+Added: FIZ agreed to assign and transfer to Reprints Desk certain of these contracts effective January 1, 2023 (the “Sold Contracts”).
+Added: On September 30, 2022, Reprints Desk made a non-refundable payment of $ 297,450 (€ 300,000 ) (the “Base Amount”) as initial consideration for the asset purchase.
+Added: As of June 30, 2023, Reprints Desk has recorded $ 95,689 in contingent consideration for customers that have their Sold Contracts assumed by Reprints Desk in comparison to the trailing twelve months of revenue of all Sold Contracts (the “Base Amount Plus”).
+Added: On June 30, 2023, $ 44,553 in contingent consideration was recorded for customers that placed an order and have consented to have their contract assumed by Reprints Desk (the “Bonus Amount”).
+Added: As of the June 30, 2023, $ 50,509 of Bonus Amount payments were made for the 2023 fiscal year.
+Added: The Bonus Amount is based upon the collectable service fee that FIZ would have received from these customers.
+Added: Contingent consideration for the Bonus Amount will continue to be paid in arrears through the quarter ending December 31, 2025.
+Added: The current contingent consideration for the Base Amount Plus and the Bonus Amount are recorded as a short-term liability on the balance sheet.
+Added: At June 30, 2023, the Base Amount, the Base Amount Plus and the Bonus Amount were recorded as intangible assets on the balance sheet with an estimated average useful life of 10 years .
Subsequent Events
−Removed: On July 30, 2022, the Company issued 36,509 shares of unrestricted stock to a former officer for services rendered prior to their termination date.
−Removed: These shares vest immediately.
−Removed: The aggregate value of the stock award was $68,273 based on the market price of our common stock of $1.87 per share on the date of grant, which was expensed in the year ended June 30, 2022.
−Removed: On August 19, 2022, the Company issued 222,334 shares of restricted stock to employees.
+Added: On July 28, 2023, the Company acquired 100 % of the outstanding stock of Resolute Innovation, Inc.
+Added: (“Resolute Innovation”), a Delaware corporation, an advanced search platform that equips organizations with search, discovery and knowledge management tools that are powered by artificial intelligence (“AI”) and neuro-linguistic programming (“NLP”) technologies.
+Added: The initial purchase consideration, net of cash acquired, was approximately $ 2.9 million.
+Added: In addition, the acquisition agreement includes an earnout that will be based upon the product of three and one half multiplied by ending annual recurring revenue as of January 31, 2025 less the agreed upon Enterprise Value of $ 3.4 million.
+Added: The Resolute Innovation acquisition will be accounted for under the purchase method, and accordingly, the results of operations will be included in the Company's financial statements from the date of acquisition.
+Added: The acquisition is not expected to have a material impact on the Company's consolidated financial statements and notes thereto.
+Added: Stock Options
+Added: On September 1, 2023, the Company issued 3,578 shares of common stock upon the exercise of stock options underlying 17,000 shares of common stock on a cashless basis.
+Added: Restricted Common Stock
+Added: On August 25, 2023, the Company issued 5,000 shares of restricted stock to an employee.
These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.
The aggregate value of the stock award was $ 11,200 based on the market price of our common stock of $ 2.24 per share on the date of grant, which will be amortized over the three-year vesting period.
+Added: On August 25, 2023, the Company granted, under the 2017 Plan, restricted stock awards in the amount 100,000 shares to key employees in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: The LTEBP spans 5 years
+Added: and is designed to better serve stockholder interests by aligning key executive compensation with stockholder value.
+Added: Awards under the LTEBP will vest as follows, upon the 30-day volume weighted average price (VWAP) of our common stock reaching the following targets:
+Added: • 20 % at a 30-day VWAP of $ 3.00 per share;
+Added: • 20 % at a 30-day VWAP of $ 3.75 per share;
+Added: • 20 % at a 30-day VWAP of $ 4.50 per share;
+Added: • 20 % at a 30-day VWAP of $ 5.25 per share;
+Added: • 20 % at a 30-day VWAP of $ 6.00 per share.
+Added: Upon a change of control vesting will accelerate with respect to that portion of the award that would vest if the target 30-day VWAP was achieved at the level above the per share price in such change of control transaction.
+Added: For example, if we granted an award of 100,000 shares under the LTEBP, 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $ 3.00 per share, and 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $ 3.75 per share.
+Added: If the per share price in a change of control transaction was $ 5.00 per share, vesting would accelerate for 40,000 shares under the same award (i.e.
+Added: the number of shares that would vest for our stock price achieving a 30-day VWAP of $ 5.25 per share).
+Added: As a condition to receiving awards under the LTEBP, recipients will be required to hold at least 75 % of all vested shares during the term of their employment.
+Added: Applicable target 30-day VWAPs must be achieved within 5 years following the grant of awards under the LTEBP, and all unvested awards under the LTEBP will be forfeited upon expiration of such 5-year period.
+Added: Recipients will also forfeit unvested awards in the event their service with our company terminates for any reason.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.