Note 10 - Stock-based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Text Block]

10. Stock-Based Compensation

2019 Stock Plan

On August 26, 2021, the stockholders of the Company approved the Aemetis, Inc. Amended and Restated 2019 Stock Plan (the “2019 Stock Plan”). This plan allows our Board or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, Directors, and consultants. The 2019 Stock Plan has a term of 10 years from the original version adoption date of April 25, 2019, and supersedes all prior stockholder approved plans with respect to new grants. Options issued under prior plans and the prior version of the 2019 stock plan remain outstanding and exercisable according to their terms. The 2019 Stock Plan authorizes a total pool of 4,558,621 shares as of July 1, 2021, including all outstanding option grants under all plans and all shares then available for issuance under the 2019 Stock Plan as of that date. Shares within this pool that expire or terminate unused become available for a subsequent grant. In addition, the number of shares available for issuance automatically increases on January 1 of each year by an amount equal to 4% of the sum of total common stock outstanding on January 1 and 2,541,823 shares.

Pursuant to the 2019 Stock Plan, the company issued stock options to employees exercisable for 1.8 million and 1.3 million shares during the years ended December 31, 2024 and 2023, each with a 10-year term and 3-year vesting schedule. The Company issued restricted stock award grants with immediate vesting to directors for 428 thousand shares and 244 thousand shares during the years ended December 31, 2024 and 2023, respectively, with a weighted average fair value on date of grant of $ 3.10 and $ 3.75 per share, respectively for those same time periods. In 2024, the restricted stock award grants included 65 thousand shares issued to board members to satisfy accrued payables due for board fees, and the cost for those shares is not included in stock-based compensation expense.

The following table summarizes activity under the 2019 Stock Plan during 2023 and 2024:

	*Shares Available for Grant*			*Number of Shares Outstanding*			*Weighted-Average Exercise Price*
Balance as of December 31, 2022		65			4,694		$	4.63
Authorized		1,644			-			-
Options Granted		(1,278	)		1,278			3.60
RSAs Granted		(244	)		-			-
Exercised		-			(177	)		1.83
Forfeited/expired		269			(269	)		5.93
Balance as of December 31, 2023		456			5,526		$	4.42
Authorized		1,740			-			-
Options Granted		(1,776	)		1,776			3.10
RSAs Granted		(428	)		-			-
Exercised		-			(15	)		2.56
Forfeited/expired		86			(86	)		6.89
Balance as of December 31, 2024		78			7,201		$	4.06

The following table summarizes vested and unvested option awards outstanding as of December 31, 2024 and 2023:

	*Number of Shares*		*Weighted Average Exercise Price*		*Remaining Contractual Term (In Years)*		Aggregate Intrinsic Value¹
2024
Vested and Exercisable		5,245	$	4.17		6.08	$	4,021
Unvested		1,955		3.80		8.68		47
Total		7,201	$	4.06		7.55	$	4,068

2023
Vested and Exercisable		3,986	$	3.58		6.47	$	11,695
Unvested		1,540		6.55		8.67		1,621
Total		5,526	$	4.42		7.04	$	13,316

Note 1: Intrinsic value based on the $2.69 and $5.24 closing price of Aemetis, Inc. common stock on December 31, 2024 and 2023 respectively, as reported on the NASDAQ Exchange.

Inducement Equity Plan Options

In March 2016, the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of 100,000 non-statutory stock options to purchase common stock. As of December 31, 2024, no options were outstanding under the Inducement Equity Plan. This plan was not approved by stockholders so is available only for grants to prospective employees.

Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based o n estimated fair value on the grant date. We estimate the fair value using the Black-Scholes option pricing model and recognize that fair value as an expense over the vesting period of each grant using the straight-line method. We only record compensation cost for vested options. The Black-Scholes valuation model for stock based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, expected dividends, and expected forfeitures. We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin No. 107, Share-Based Payment. Volatility is based on an average of the historical volatility of Aemetis, Inc. common stock during the period of time preceding the date of option issuance that matches the term of the option grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the treasury maturity term corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants. To the extent actual forfeitures occur, the difference is recorded as an adjustment in the scheduled expense during the period of the forfeiture.

The weighted average fair value for options granted during the years ended 2024 and 2023 are based on the following assumptions:

Description	*For the year ended December 31,*
	*2024*			*2023*
Dividend-yield		0	%		0	%
Risk-free interest rate		3.93	%		3.86	%
Expected volatility		115.41	%		124.62	%
Expected life (years)		5.81			7.00
Market value per share on grant date	$	3.10		$	3.60
Fair value per share on grant date	$	2.65		$	3.29

For the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense in the amount of $8.3 million, and $7.7 million, respectively. As of December 31, 2024, the Company had $ 4.5 million of total unrecognized compensation expense for employees that the Company will amortize over the remaining vesting period of each individual option grant. The outstanding unvested options have a remaining weighted average vesting term of 1.7 years.

AEMETIS, INC 10-K