RenX Enterprises Corp. Stock Compensation Disclosure

9.	Share-based Compensation

 

On February 28, 2023, the Company’s Board of Directors approved the issuance of up to 200,000 shares of the Company’s common stock in the form of incentive stock options, nonqualified stock options, options, stock appreciation rights, restricted stock, or restricted stock units (“2023 Plan”). The 2023 Plan expires February 2033 and is administered by the Company’s Compensation Committee of the Board of Directors. Any employee, director, consultant, and other service provider, or affiliates, are eligible to participate in the 2023 Plan. The maximum number of shares of common stock that may be issued under the 2023 Plan will automatically increase on January 1 of each calendar years for a period of ten years commencing on January 1, 2024, in a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, provided, however that the Board of Directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Common Stock. All available shares may be utilized toward the grant of any type of award under the 2023 Plan. On January 1, 2024, 459,000 shares of the Company’s common stock were added to the 2023 Plan pursuant to the evergreen provision. The 2023 Plan imposes a $250,000 limitation on the total grant date fair value of awards granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year.

 

As of December 31, 2023, 1,831,250 restricted stock unit awards (91,563 as adjusted for the Stock Split) had been approved to be issued to directors, officers, and service providers. During the three months ended March 31, 2024, 2,017,500 restricted stock units (100,875 as adjusted for the Stock Split) were formally accepted, which includes the 1,831,250 restricted stock unit award (91,563 as adjusted for the Stock Split) which were formally issued. These units were issued at the fair value between $0.74 and $1.10 per share, which represents the closing price of the Company’s common stock upon acceptance of the grant The fair value of these units upon issuance amounted to $1,865,400.

 

On May 20, 2024, 150,000 restricted stock units (7,500 as adjusted for the Stock Split) were issued at a fair value of $0.84 which represents the closing price of the Company’s common stock. The fair value of these units upon issuance amounted to $126,675. These restricted stock units were issued pursuant to the Director Compensation Program 2024 as follows:

 

For fiscal 2024, each director was given the option to select one of the following three compensation options quarterly (with payments to be made on April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025):

 

Option A		Option B		Option C
●  A cash retainer of $20,000, and		● A cash retainer of $10,000; and		● A grant of 40,000 RSUs that will vest after three months of continued service by the director.
●  A grant of 20,000 restricted stock units (“RSUs”) that will vest after three months of continued service by the director.		● A grant of 30,000 RSUs that will vest after three months of continued service by the director.

 

On October 1, 2024, an aggregate of 1,250,000 restricted stock units were issued at a fair value of $0.28 which represents the closing price of the Company’s common stock to the chief executive officer and chief financial officer. The fair value of these units upon issuance amounted to $354,000.

  

For the year ended December 31, 2024, the Company recorded stock-based compensation expense of $2,169,075, which is included in the payroll and related expenses in the accompanying consolidated statement of operations. The Company used the simplified or plain vanilla method of estimating the term of the granted restricted stock units. As of December 31, 2024, there was a total of $177,000 of unrecognized compensation costs related to non-vested restricted stock units. As of December 31, 2024, there were 289,859 shares of the Company’s common stock available for issuance under the 2023 Plan.

The following table summarized restricted stock unit Activities during the nine months ended September 30, 2024:  

 

		Number of Shares
Non – vested balance at January 1,2024		-
Granted			1,358,375
Vested			(733,375	)
Forfeited/Expired			-
Non – vested balance at September 30, 2024			625,000