COMMON STOCK, STOCK OPTIONS AND WARRANTS | 4. COMMON STOCK, STOCK OPTIONS AND WARRANTS Common Stock Issued for Services On November 2, 2021, the Company issued 50,201 shares of common stock for investor relations services and expensed the $95,884 fair value of the common stock issued. On March 21, 2022, the Company issued 100,000 shares of common stock for media, public and investor relations services and expensed the $178,000 fair value of the common stock issued. On September 13, 2022, the Company issued 81,500 shares of common stock for media, public and investor relations services and expensed the $104,320 fair value of the common stock issued. Stock Option Plans Under our 2014 Stock Incentive Plan, we reserved 866,667 common shares for issuance to employees, directors and consultants. As of December 31, 2022, options to purchase 855,171 shares were outstanding and no shares remain available for future grants. Under our 2018 Omnibus Stock Incentive Plan and we reserved 2,000,000 common shares for issuance to employees, directors and consultants. As of December 31, 2022, options to purchase 1,820,000 shares were outstanding and no shares remain available for future grants. Under our 2020 Omnibus Stock Incentive Plan and we reserved 3,110,000 common shares for issuance to employees, directors, and consultants. As of December 31, 2022, options to purchase 1,870,000 shares were outstanding and the remaining 1,240,000 shares were transferred to the 2021 Omnibus Stock Incentive Plan (“2021 Stock Plan”). Under our 2021 Omnibus Stock Incentive Plan and we reserved 8,740,000 shares for issuance to employees, directors, and consultants through options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights. As of December 31, 2022, options to purchase 8,705,000 shares were outstanding and 35,000 shares were available for future grants. In November 2022, our Board approved the Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan (the “2023 Stock Plan”), subject to stockholder approval, which was received on February 7, 2023. The 2023 Stock Plan has reserved for issuance 12,000,000 shares of our common stock plus the 35,000 shares that remained available under the 2021 Stock Plan on February 7, 2023. As of the effective date of the 2023 Stock Plan, there were no more shares available for grant under the 2021 Stock Plan. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. A summary of option activity under our stock option plans (excluding the NoveCite 2020 Omnibus Stock Incentive Plan) is presented below: Option Weighted- Weighted- Aggregate Outstanding at October 1, 2022 9,400,171 $ 2.07 7.81 years $ 869,509 Granted 3,850,000 1.25 Exercised — — Forfeited or expired — — Outstanding at December 31, 2022 13,250,171 $ 1.83 8.20 years $ 169,237 Exercisable at December 31, 2022 6,057,254 $ 2.18 6.96 years $ 169,237 On October 4, 2022, the Board of Directors granted options to purchase 3,375,000 shares to employees, 375,000 shares to directors and 50,000 shares to a consultant at $1.25 per share. On November 8, 2022, the Board of Directors granted options to purchase 50,000 shares to a consultant at $1.04 per share. The weighted average grant date fair value of the options granted during the three months ended December 31, 2022 was estimated at $0.97 per share. All of these options vest over terms of 12 to 36 months and have a term of 10 years. On October 11, 2021, the Board of Directors granted options to purchase 2,515,000 shares to employees, 375,000 shares to directors and 175,000 shares to consultants at $2.04 per share. On November 1, 2021, the Board of Directors granted options to purchase 200,000 shares to an employee at $1.87 per share. The weighted average grant date fair value of the options granted during the three months ended December 31, 2021 was estimated at $1.72 per share. All of these options vest over terms of 12 to 36 months and have a term of 10 years. Stock-based compensation expense for the three months ended December 31, 2022 and 2021 was $1,201,081 (including $33,333 for the NoveCite Stock Plan) and $904,604 (including $33,333 for the NoveCite Stock Plan), respectively. At December 31, 2022, unrecognized total compensation cost related to unvested awards under the Citius stock plans of $7,877,302 is expected to be recognized over a weighted average period of 2.1 years. Under the NoveCite Stock Plan, we reserved 2,000,000 common shares of NoveCite for issuance. The NoveCite Stock Plan provides incentives to employees, directors, and consultants through grants of options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights. As of December 31, 2022, there were options outstanding to purchase 2,000,000 common shares of NoveCite and no shares available for future grants. As of December 31, 2022, NoveCite has options outstanding to purchase 2,000,000 common shares at a weighted average exercise price of $0.24 per share, of which 1,251,111 are exercisable. All of these options vest over 36 months and have a term of 10 years. The weighted average remaining contractual term of options outstanding under the NoveCite Stock Plan is 8.1 years. At December 31, 2022, unrecognized total compensation cost related to unvested awards under the NoveCite Stock Plan of $149,777 is expected to be recognized over a weighted average period of 1.2 years. Warrants As of December 31, 2022, we have reserved shares of common stock for the exercise of outstanding warrants as follows: Exercise Number Expiration Date December 2017 Registered Direct/Private Placement Investors $ 4.63 640,180 June 19, 2023 March 2018 Registered Direct/Private Placement Investors 2.86 218,972 October 2, 2023 March 2018 Registered Direct/Private Placement Agent 3.73 46,866 March 28, 2023 August 2018 Offering Investors 1.15 3,921,569 August 14, 2023 August 2018 Offering Agent 1.59 189,412 August 8, 2023 April 2019 Registered Direct/Private Placement Investors 1.42 1,294,498 April 5, 2024 April 2019 Registered Direct/Private Placement Agent 1.93 240,130 April 5, 2024 September 2019 Offering Investors 0.77 2,793,297 September 27, 2024 September 2019 Offering Underwriter 1.12 194,358 September 27, 2024 February 2020 Exercise Agreement Agent 1.28 138,886 August 19, 2025 May 2020 Registered Direct Offering Investors 1.00 1,670,588 November 18, 2025 May 2020 Registered Direct Offering Agent 1.33 155,647 May 14, 2025 August 2020 Underwriter 1.31 201,967 August 10, 2025 January 2021 Private Placement Investors 1.23 3,091,192 July 27, 2026 January 2021 Private Placement Agent 1.62 351,623 July 27, 2026 February 2021 Offering Investors 1.70 20,580,283 February 19, 2026 February 2021 Offering Agent 1.88 2,506,396 February 19, 2026 38,235,864 At December 31, 2022, the weighted average remaining life of the outstanding warrants is 2.6 years, all warrants are exercisable, and the aggregate intrinsic value of the warrants outstanding was $55,866. Common Stock Reserved A summary of common stock reserved for future issuances as of December 31, 2022 is as follows: Stock plan options outstanding 13,250,171 Stock plan shares available for future grants 35,000 Warrants outstanding 38,235,864 Total 51,521,035 |