Global Clean Energy Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

STOCK OPTIONS AND WARRANTS (Tables)

STOCK OPTIONS AND WARRANTS (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Option Award Activity and Awards Outstanding

The following tables show option award activity for service- and performance-based options for the years ended December 31, 2023 and December 31, 2022:


(in thousands, except for share amounts)	Shares Under Option	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value

Outstanding at December 31, 2022	21,551,576	$	0.63	1.45	$	17,348

Granted	2,883,625	0.90
Exercised	(235,349)	0.71			49
Forfeited	(757,197)	1.61
Expired	(11,492,533)	0.20

Outstanding at December 31, 2023	11,950,122	$	1.05	1.80	$	4,589

Vested at December 31, 2023 and expected to vest	10,592,673	$	0.98	1.46	$	4,483
Vested and exercisable at December 31, 2023	9,846,519	$	0.90	1.25	$	4,438

(1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding options.


(in thousands, except for share amounts)	Shares Under Option	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value

Outstanding at December 31, 2021	19,547,520	$	0.36	2.11	$	87,637

Granted	2,491,203	2.88			-
Exercised	(317,166)	0.42			1,207
Forfeited	(155,553)	2.61			-
Expired	(14,428)	5.05

Outstanding at December 31, 2022	21,551,576	$	0.63	1.45	$	17,348

Vested at December 31, 2022 and expected to vest	20,180,698	$	0.47	1.27	$	17,334
Vested and exercisable at December 31, 2022	19,561,631	$	0.39	1.16	$	17,323

1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding options.

The following tables show options award activity for market-based options for the years ended December 31, 2023 and December 31, 2022:


(in thousands, except for share amounts)	Shares Under Option	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value

Outstanding at December 31, 2022	600,000	$	3.60	4.32	$	—

Granted	—	—			—
Exercised	—	—			—
Forfeited	—	—			—
Expired	—	—			—

Outstanding at December 31, 2023	600,000	$	3.60	3.32	$	—

Vested at December 31, 2023 and expected to vest	600,000	$	3.60	3.32	$	—
Vested and exercisable at December 31, 2023	—	$	—	—	$	—


	Shares Under Option	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value

Outstanding at December 31, 2021	—	$	—		$	—

Granted	600,000	3.60			—
Exercised	—	—			—
Forfeited	—	—			—
Expired	—	—			—

Outstanding at December 31, 2022	600,000	$	3.60	4.32	$	—

Vested at December 31, 2022 and expected to vest	600,000	$	3.60	4.32	$	—
Vested and exercisable at December 31, 2022	—	$	—	0.00	$	—

Schedule of Company's Non-vested Stock Options

The following tables show the status of the Company’s non-vested stock options for the years ended December 31, 2023 and December 31, 2022:


	Shares Under Option	Weighted Average Grant Date Fair Value

Non-vested at December 31, 2021	803,978	$	3.00

Granted	2,491,203	1.72
Vested	(1,155,099)	1.82
Forfeited	(150,137)	1.61

Non-vested at December 31, 2022	1,989,945	$	3.00

Granted	2,883,625	0.49
Vested	(2,013,644)	1.11
Forfeited	(756,323)	1.61

Non-vested at December 31, 2023	2,103,603	$	4.36

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of stock option grants with only continued service conditions for vesting is estimated on the grant date using a Black-Scholes option pricing model. The following table illustrates the assumptions used in estimating the fair value of options granted during the years ended:


	December 31, 2023			December 31, 2022
Expected Term (in Years)	3.2			3.2
Volatility	87.67		%	86.89		%
Risk Free Rate	3.83		%	2.84		%
Dividend Yield	0		%	0		%
Aggregate Grant Date Fair Value	$	0.51		$	1.72

The following table illustrates the assumptions used in estimating the fair value of options granted during the year ended December 31, 2022. No market based awards were issued during the year ended December 31, 2023:


Expected Term (in Years)	2.0
Volatility	88.00		%
Risk Free Rate	2.80		%
Dividend Yield	0		%
Aggregate Grant Date Fair Value	$	2.14

Schedule of Significant Unobservable Inputs Used in the Measurement of Fair Value Warrants

The Company valued this consideration in accordance with ASC 718, Compensation – Stock Compensation, using the Black-Scholes option pricing model, and the following assumptions:


Expected Term (in Years)	6.4
GCEH Warrant Volatility	115	%
SusOils Warrant Volatility	65	%
Risk Free Rate	2.89	%
Dividend Yield	0	%

The following table is a summary of the ranges used in the inputs of the Black-Scholes option pricing model assumptions:


Expected Term (in Years)	5.01 - 5.90
GCEH Warrant Volatility	80% - 125%
Risk Free Rate	3.59% - 4.71%
Dividend Yield	—	%