STOCKHOLDERS’ EQUITY | NOTE 11 — STOCKHOLDERS’ EQUITY As of December 31, 2021, and 2020 the Company had two classes of capital stock: common stock and Series Alpha convertible preferred stock. As of April 1, 2020 the Company had two classes of capital stock with one being divided into five series: common stock and preferred stock (Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock and Series D-1 convertible preferred stock). Common Stock Holders of common stock generally vote as a class with the holders of the preferred stock and are entitled to one vote for each share held. Subject to the rights of the holders of the preferred stock to receive preferential dividends, the holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. Following payment of the liquidation preference of the preferred stock, as of March 31, 2020 any remaining assets would be distributed ratably among the holders of the common stock and, on an as-if-converted basis, the holders of Series C convertible preferred stock, Series D convertible preferred stock and Series D-1 convertible preferred stock) upon liquidation, dissolution or winding up of the affairs of the Company. Following payment of the liquidation preference of the preferred stock, as of December 31, 2021 any remaining assets would be distributed ratably among the holders of the common stock and, on an as-if-converted basis, the holders of Series Alpha convertible preferred stock upon liquidation, dissolution or winding up of the affairs of the Company. The holders of common stock have no preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions. On December 1, 2021, the Company closed a Securities Purchase Agreement (dated November 29, 2021) with several institutional investors for the purchase and sale of 5,880,000 1.50 8.82 At December 31, 2021, the Company has reserved 14,663,251 14,663,251 SCHEDULE OF RESERVED SHARES Exercise of issued and future grants of stock options 4,841,856 Exercise of stock warrants 9,821,395 Total 14,663,251 Series A, B, C, D, D-1, Alpha Convertible Preferred Stock At December 31, 2021 and 2020, there were no shares of Series A, B, C, D, D-1 convertible preferred stock outstanding. All shares of Series A, B, C, D, D-1 convertible preferred stock were converted into common stock at the time of the May 2020 reverse recapitalization transaction. At December 31, 2021, there were no 180 243,416 December 31, 2020 5,180 7,004,983 180 December 31, 2020 Alpha Securities Purchase Agreements On July 10, 2020, the Company closed a Securities Purchase Agreement (dated July 8, 2020) with a single institutional investor for the purchase and sale for $ 8.0 million of (i) 1,140,570 shares of Company common stock, (ii) 780,198 pre-funded warrants ( i.e. 1,920,768 two-year warrants to purchase shares of Company common stock for an exercise price of $ 5.25 per share. Both sets of warrants included a 9.99 % beneficial-ownership blocker provision. The 780,198 pre-funded warrants were then exercised on July 21 and 22, 2020. On August 4, 2020, the Company closed a Securities Purchase Agreement (dated August 2, 2020) with a single institutional investor for the purchase and sale for $ 10.0 1,717,106 1,287,829 6.00 9.99 On December 18, 2020, the Company closed a Securities Purchase Agreement (dated December 16, 2020) with a single institutional investor for the purchase and sale for $ 12.0 million of (i) 2,370,786 shares of Company common stock, (ii) 1,000,000 pre-funded warrants ( i.e. 1,348,314 two-year warrants to purchase shares of Company common stock for an exercise price of $ 4.07 per share, and (iv) 842,696 warrants (first exercisable 6 months after issuance, and with an expiration date 30 months after issuance) to purchase shares of Company common stock for an exercise price of $ 4.07 per share. The warrants included a 9.99 % beneficial-ownership blocker provision. Stock Options and Equity Classified Warrants Stock Options The Company recognizes all compensatory stock-based payments as compensation expense over the service period, which is generally the vesting period. In April 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) which provides for the granting of incentive or non-statutory common stock options to qualified employees, officers, directors, consultants and other service providers. At December 31, 2021 and December 31, 2020 4,748,000 and 3,917,500 outstanding options, respectively, under the 2020 Plan and there were 2,809,157 and 139,657 of Plan shares available, respectively, for future grant. The shares available for future grant at December 31, 2021 reflect a 2020 Plan amendment approved by the Company’s stockholders on August 9, 2021 where the number of shares of common stock available for issuance under the 2020 Plan was increased by 3,500,000 shares. The following represents a summary of the options granted to employees and non-employee service providers that were outstanding at December 31, 2021 , and changes during the twelve months then ended: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2020 4,011,356 $ 7.05 $ 3.52 1,465.75 9.29 Legacy Ritter options 95,124 92.80 $ 5.75 1,465.75 1.39 Granted 835,000 1.37 $ 1.24 3.29 9.79 Expired — — — Forfeited (4,500 ) 3.68 $ 3.52 4.97 Total outstanding – December 31, 2021 4,841,856 $ 6.07 $ 1.24 1,465.75 8.52 Exercisable (vested) 1,408,195 $ 10.88 $ 3.52 1,465.75 7.94 Non-Exercisable (non-vested) 3,433,661 $ 4.10 $ 1.24 5.13 8.81 The following represents a summary of the options granted (under the 2020 Plan and otherwise) to employees and non-employee service providers that were outstanding at December 30, 2020, and changes during the nine-month period then ended: Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – March 31, 2020 — $ — $ — Legacy Ritter options 95,124 92.80 $ 5.75 1,465.75 1.39 Granted 3,917,500 4.97 $ 3.52 5.13 9.46 Expired (1,268) 35 $ 15.00 562.50 Forfeited — — Total outstanding – December 31, 2020 4,011,356 $ 7.05 $ 3.52 1,465.75 9.29 Exercisable (vested) 108,856 $ 81.38 $ 3.52 1,465.75 2.50 Non-Exercisable (non-vested) 3,902,500 $ 4.97 $ 3.52 5.13 9.47 There was approximately $ 5.3 2.8 December 31, 2020 8.2 1.58 No The exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, for no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, for no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, for no less than 100% of the fair market value per share on the date of grant 1.10 during the nine months ended December 31, 2020 was $ 4.97 Fair Value of Equity Awards The Company utilizes the Black-Scholes option pricing model to value awards under the 2020 Plan, and for equity classified compensatory warrants. Key valuation assumptions include: ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES OPTION-PRICING METHOD For the Year Ended December 31, 2021 Expected dividend yield 0.00 % Expected stock-price volatility 102 % Risk-free interest rate 0.84 1.51 % Expected average term of options (in years) 6.27 Stock price 1.24 3.29 The Company recorded stock-based compensation expense and classified it in the Consolidated Statements of Operations as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE For the Year Ended December 31, 2021 For the Nine Months Ended December 31, 2020 General and administrative $ 4,465,911 $ 2,388,380 Research and development 827,740 412,471 Total $ 5,293,651 $ 2,800,851 Equity Classified Compensatory Warrants During the year ended December 31, 2021, the Company issued equity classified compensatory warrants to a service provider for the purchase of 600,000 shares of Company common stock at an exercise price of $ 1.32 per share. The fair value issuance cost of approximately $ 0.3 million using the Black-Scholes options pricing model for these warrants was charged to general and administrative expenses in the Company’s Consolidated Statements of Operations. During the nine months ended December 31, 2020, in connection with the $ 4.0 811,431 1.11 In addition, various service providers hold equity classified compensatory warrants issued in 2017 and earlier (originally exercisable to purchase Series C convertible preferred stock, and now instead exercisable to purchase common stock) for the purchase of shares 514,451 2.30 no The following table summarizes the equity classified compensatory warrant activity for the year ended December 31, 2021: SCHEDULE OF WARRANT ACTIVITY Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2020 1,294,217 $ 1.67 Series C preferred stock compensatory warrants exchanged for common stock warrants upon reverse recapitalization 668,024 2.25 Legacy Ritter warrants — — Granted to advisor and its designees 600,000 1.32 Exercised (38,390 ) 2.09 Expired — — Forfeited (65,179 ) 2.07 Total outstanding – December 31, 2021 1,790,648 1.52 1.11 2.54 2.64 Exercisable 1,790,648 1.52 1.11 2.54 2.64 Non-Exercisable — $ — $ — — The following table summarizes the compensatory warrant activity for nine months ended December 31, 2020 Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – March 31, 2020 — $ — Series C preferred stock compensatory warrants exchanged for common stock warrants upon reverse recapitalization 668,024 2.25 Granted to advisor and its designees 811,431 1.11 Exercised (159,978 ) 1.26 Expired — — Forfeited (25,260 ) 2.07 Total outstanding – December 31, 2020 1,294,217 $ 1.6670 Exercisable 1,290,621 $ 1.66 $ 1.11 2.54 4.17 Non-Exercisable 3,596 $ 2.54 $ 2.54 5.72 There was a total of approximately $ 0.3 million of compensation costs related to outstanding warrants for the year ended December 31, 2021 and $ 0 for the nine months ended December 31, 2020 December 31, 2020 no unrecognized compensation cost related to nonvested warrants. Noncompensatory Equity Classified Warrants No new noncompensatory equity classified warrants were issued during the twelve months ended December 31, 2021. During the nine months ended December 31, 2020, as a commitment fee, the Company issued noncompensatory equity classified warrants to an investor for the purchase of 270,478 1.11 2,700,966 5.25 1,287,829 6.00 1,000,000 0.01 2,191,000 4.07 1,000,000 0.01 During the year ended December 31, 2021, with the exception of the warrants to purchase 270,478 1.11 5,399,517 2.00 2.3 The following table summarizes the noncompensatory equity classified warrant activity for the year ended December 31, 2021: SCHEDULE OF WARRANT ACTIVITY Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2020 6,549,777 $ 4.36 Legacy Ritter warrants — — Granted — — Exercised (1,000,000 ) 0.01 Expired (640 ) 2,325 Forfeited — — Total outstanding – December 31, 2021 5,549,137 2.01 Exercisable 5,549,137 2.01 1.11 3.77 1.32 Non-Exercisable — $ — $ — — The following table summarizes the noncompensatory equity classified warrant activity for the nine months ended December 31, 2020: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – March 31, 2020 — $ — Legacy Ritter warrants 81,455 21.94 Granted 7,450,193 4.18 Exercised (980,198 ) 1.11 Expired (1,673 ) 1,562.50 Forfeited — — Total outstanding – December 31, 2020 6,549,777 4.36 Exercisable 5,707,081 4.40 0.01 2,325.00 1.43 Non-Exercisable 842,696 $ 4.07 $ 4.07 $ 3.00 |