Stock-Based Compensation | NOTE 8 – Stock-Based Compensation During the three and six months ended March 31, 2024 and 2023, stock-based compensation expense related to stock-based awards was included in selling, general and administrative and research and development costs as follows in the accompanying condensed statements of operations. Three Months Ended Six Months Ended March 31, March 31, 2024 2023 2024 2023 Selling, general and administrative $ 280,516 $ 199,467 $ 523,714 $ 454,932 Research and development 76,342 38,161 141,782 82,877 Total stock-based compensation expense $ 356,858 $ 237,628 $ 665,496 $ 537,809 Inducement Plan In addition to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), the Company adopted the NeuroOne Medical Technologies Corporation 2021 Inducement Plan (the “Inducement Plan”) on October 4, 2021, pursuant to which the Company reserved 420,350 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan was approved by the Company’s Board of Directors without stockholder approval in accordance with such rule. On November 9, 2023, the Company’s Board of Directors adopted the First Amendment to the Company’s Inducement Plan, increasing the aggregate number of shares of common stock that may be issued pursuant to equity incentive awards under the Inducement Plan by 150,000 shares for a total of 570,350 shares of common stock that may be issued. Evergreen provision Under the 2017 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years from the date the 2017 Plan is approved by the stockholders of the Company, commencing on January 1, 2019 and ending on (and including) January 1, 2027, to an amount equal to 13% of the fully-diluted shares outstanding as of December 31st of the preceding calendar year. Notwithstanding the foregoing, the Company’s Board of Directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding sentence. “Fully Diluted Shares” as of a date means an amount equal to the number of shares of common stock (i) outstanding and (ii) issuable upon exercise, conversion or settlement of outstanding awards under the 2017 Plan and any other outstanding options, warrants or other securities of the Company that are (directly or indirectly) convertible or exchangeable into or exercisable for shares of common stock, in each case as of the close of business of the Company on December 31 of the preceding calendar year. Effective January 1, 2024, 1,051,556 shares were added to the 2017 Plan as a result of the evergreen provision. Stock Options During the three months ended March 31, 2024 and 2023, under the 2017 Plan, the Company granted 65,000 and 56,781 stock options, respectively, to its board of directors, officers and employees. During the six months ended March 31, 2024 and 2023, the Company granted 1,225,669 and 130,512 stock options, respectively, to its board of directors, officers, employees and consultants. Vesting generally occurs over an immediate to 48 month period based on a time of service condition. The grant date fair value of the grants issued during the three months ended March 31, 2024 and 2023 was $0.91 and $0.88 per share, respectively. The grant date fair value of the grants issued during the six months ended March 31, 2024 and 2023 was $1.08 and $0.75 per share, respectively. The total expense for the three months ended March 31, 2024 and 2023 related to stock options was $214,188 and $142,003, respectively. The total expense for the six months ended March 31, 2024 and 2023 related to stock options was $401,619 and $323,747, respectively. The total number of stock options outstanding as of March 31, 2024 and September 30, 2023 was 2,879,096 and 1,708,427, respectively. The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the three and six months ended March 31, 2024 and 2023: Three Months Ended Six Months Ended March 31, March 31, 2024 2023 2024 2023 Expected stock price volatility 111.7 % 58.1 % 111.9 % 55.5 % Expected life of options (years) 6.0 5.3 6.1 5.2 Expected dividend yield 0 % 0 % 0 % 0 % Risk free interest rate 4.3 % 3.7 % 4.6 % 3.9 % During the three months ended March 31, 2024 and 2023, 48,295 and 84,778 stock options vested, respectively, and zero stock options were forfeited. During the six months ended March 31, 2024 and 2023, 104,911 and 212,224 stock options vested, respectively, and 55,000 and zero stock options were forfeited during these periods, respectively. During the three and six months ended March 31, 2024 and 2023, no Restricted Stock Units During the three and six months ended March 31, 2024, the Company granted an aggregate of 1,006,725 restricted stock units (“RSUs”) to its employees and consultants under the 2017 Plan. The weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2024 was $1.03 per unit. The RSUs granted vest over a four-year period in equal annual installments on the anniversary date of the grant, subject to the recipient’s continued service on such dates. During the three and six months ended March 31, 2023, the Company granted an aggregate of 61,728 RSUs to its board of directors under the 2017 Plan. The weighted average grant date fair value of the RSUs granted during the three and six months ended March 31, 2023 was $1.62 per unit. The RSUs vest over a one-year period in equal monthly installments on the last day of each month, subject to the recipient’s continued service on such dates. During the three months ended March 31, 2024 and 2023, 32,535 and 219,880 RSUs vested, respectively, and no no General As of March 31, 2024, 183,130 shares were available in the aggregate for future issuance under the 2017 Plan and Inducement Plan. Unrecognized stock-based compensation was $3.1 million as of March 31, 2024. The unrecognized share-based expense is expected to be recognized over a weighted average period of 2.7 years. |