COMMON STOCK, STOCK OPTIONS AND WARRANTS | 5. 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. On March 27, 2023, the Company issued 100,000 shares of common stock for media, public and investor relations services and expensed the $102,000 fair value of the common stock issued. Common Stock Offering On May 8, 2023, the Company closed a registered direct offering of 12,500,001 common shares and warrants to purchase up to 12,500,001 common shares, at a purchase price of $1.20 per share and accompanying warrant for gross proceeds of $15,000,001. The warrants have an exercise price of $1.50 per share, are exercisable six months from the date of issuance, and expire five years from the date of issuance. The estimated fair value of the warrants issued to the investors was approximately $11,000,000. Net proceeds were $13,798,183 after deducting the placement agent fee of $1,050,000, placement agent expenses of $85,000, legal fees of $50,868, and other offering expenses of $15,950. The Company also issued 875,000 warrants to the placement agent at an exercise price of $1.50 per share, that are exercisable six months from the date of issuance, and expire five years from the date of issuance. The estimated fair value of the warrants issued to the placement agent was approximately $771,000. Stock Option Plans Pursuant to our 2014 Stock Incentive Plan, we reserved 866,667 shares of common stock. As of September 30, 2023, there were options to purchase 795,171 shares outstanding, options to purchase 4,829 shares were exercised, options to purchase 66,667 shares expired, and no shares were available for future grants. Pursuant to our 2018 Omnibus Stock Incentive Plan, we reserved 2,000,000 shares of common stock. As of September 30, 2023, there were options to purchase 1,760,000 shares outstanding, options to purchase 116,667 shares were exercised, options to purchase 13,333 shares expired, and the remaining 110,000 shares were transferred to the 2020 Omnibus Stock Incentive Plan (“2020 Plan”). Pursuant to our 2020 Plan, we reserved 3,110,000 shares of common stock. As of September 30, 2023, there were options to purchase 1,820,000 shares outstanding, options to purchase 50,000 shares expired and the remaining 1,240,000 shares were transferred to the 2021 Omnibus Stock Incentive Plan (“2021 Stock Plan”). Pursuant to our 2021 Stock Plan, we reserved 8,740,000 shares of common stock. As of September 30, 2023, options to purchase 8,630,000 shares were outstanding, options to purchase 75,000 shares expired and the remaining 35,000 shares were transferred to the 2023 Omnibus Stock Incentive Plan (“2023 Stock Plan”). In November 2022, our Board approved the 2023 Stock Plan, subject to stockholder approval, which was received on February 7, 2023. The 2023 Stock Plan has reserved for issuance 12,035,000 shares of common stock. As of September 30, 2023, options to purchase 300,000 shares were outstanding and 11,735,000 shares remain available for future grants. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Volatility is estimated using the trading activity of our common stock. 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 to employees and directors, 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. The following assumptions were used in determining the fair value of stock option grants for the years ended September 30, 2023 and 2022: 2023 2022 Risk-free interest rate 3.52 – 4.14% 1.05 – 2.94% Expected dividend yield 0.00% 0.00% Expected term 5.50 – 10 years 6.50 – 10 years Expected volatility 89 – 90 % 94 – 110 % A summary of option activity under the Citius Pharma plans (excluding the NoveCite and Citius Oncology Stock Plans) is presented below: Option Weighted- Weighted- Aggregate Outstanding at September 30, 2022 9,400,171 $ 2.07 7.81 years $ 869,509 Granted 4,150,000 1.26 Exercised (46,667 ) 0.67 34,067 Forfeited or expired (198,333 ) 3.91 Outstanding at September 30, 2023 13,305,171 $ 1.79 7.41 years $ 56,203 Exercisable at September 30, 2023 6,558,507 $ 2.09 6.19 years $ 56,203 The weighted average grant date fair value of the options granted during the year ended September 30, 2022 was estimated at $1.67 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. The weighted average grant date fair value of the options granted during the year ended September 30, 2023 was estimated at $0.98 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. Stock-based compensation expense for the years ended September 30, 2023 and 2022 was $6,616,705 (including $130,382 for the NoveCite plan and $1,965,500 for the Citius Oncology plan) and $3,905,954 (including $133,332 for the NoveCite plan), respectively. At September 30, 2023, unrecognized total compensation cost related to unvested awards under the Citius stock plans of $4,840,874 is expected to be recognized over a weighted average period of 1.53 years. NoveCite Stock Plan During the year ended September 30, 2021, NoveCite granted options to purchase 2,000,000 common shares to employees at a weighted average exercise price of $0.24 per share, of which options to purchase 88,500 common shares were forfeited, and options to purchase 1,673,625 common shares were exercisable as of September 30, 2023. 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 7.39 years. No options were issued in fiscal years 2023 and 2022. At September 30, 2023, unrecognized total compensation cost related to unvested awards under the NoveCite Stock Plan of $47,575 is expected to be recognized over a weighted average period of 0.67 years. Citius Oncology Stock Plan During the year ended September 30, 2023, Citius Oncology granted options to purchase 12,750,000 common shares at a weighted average price of $2.15 per share, of which options to purchase 150,000 common shares were forfeited and options to purchase 655,556 common shares were exercisable at September 30, 2023. The weighted average grant date fair value of the options granted during the year ended September 30, 2023 was estimated at $1.65 per share. These options vest over periods from 12 to 36 months and have a term of 10 years. The weighted average remaining contractual term of options outstanding under the Citius Oncology Stock Plan is 9.77 years. At September 30, 2023, unrecognized total compensation cost related to unvested awards under the Citius Oncology Stock Plan of $18,882,500 is expected to be recognized over a weighted average period of 2.64 years. Warrants The Company has reserved 50,923,819 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at September 30, 2023: Exercise Number Expiration Dates March 2018 Registered Direct/Private Placement Investors $ 2.86 218,972 October 2, 2023 August 2018 Offering Investors 1.15 3,921,569 August 14, 2024 August 2018 Offering Agent 1.59 189,412 August 8, 2024 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 Placement 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 Placement Agent 1.33 155,647 May 14, 2025 August 2020 Underwriter 1.31 201,967 August 10, 2025 January 2021 Registered Direct Offering Investors 1.23 3,091,192 July 27, 2026 January 2021 Registered Direct Offering 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 May 2023 Registered Direct Offering Investors 1.50 12,500,001 May 8, 2028 May 2023 Registered Direct Offering Agent 1.50 875,000 May 3, 2028 50,923,819 On August 8, 2023, we extended the term by one year to August 14, 2024 for 3,921,569 warrants for common stock with an exercise price of $1.15 per share and extended the term by one year to August 8, 2024 for 189,412 warrants with an exercise price of $1.59 per share. We recorded a deemed dividend of $1,151,208 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification, the effect of which was an increase in the net loss attributable to common shareholders At September 30, 2023, the weighted average remaining life of the outstanding warrants is 2.72 years, all warrants are exercisable, and there was no aggregate intrinsic value for the warrants outstanding. Common Stock Reserved A summary of common stock reserved for future issuances as of September 30, 2023 is as follows: Stock plan options outstanding 13,305,171 Stock plan shares available for future grants 11,735,000 Warrants outstanding 50,923,819 Total 75,963,990 |