STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Equity Incentive Plan On July 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc “2020 Equity Incentive Plan” (the “2020 Plan”), subject to approval by our stockholders at the Regular Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders and became effective. The number of shares of our common stock available and that may be issued as awards under the 2020 Plan is 1,000,000 July 10, 2030 143,850 Employees, consultants and advisors of the Company (or any subsidiary), and non-employee directors of the Company will be eligible to receive awards under the 2020 Plan. In the case of consultants and advisors, however, their services cannot be in connection with the offer and sale of securities in a capital-raising transaction nor directly or indirectly to promote or maintain a market for PetVivo common stock. The 2020 Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power and authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and other terms and conditions of each award. Subject to provisions of the 2020 Plan, the Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and regulations for the administration of the 2020 Plan. In addition, the Board of Directors may also exercise the powers of the Committee. The aggregate number of shares of PetVivo common stock available and reserved to be issued under the 2020 Plan is 1,000,000 ● the maximum aggregate number of shares of Common Stock granted as an Award to any Non-Employee Director in any one Plan Year will be 10,000 Awards can be granted for no cash consideration or for any cash and other consideration as determined by the Committee. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares of PetVivo common stock, other securities or property, or any combination of these in a single payment, installments or on a deferred basis. The exercise price per share of any stock option and the grant price of any stock appreciation right may not be less than the fair market value of PetVivo common stock on the date of grant. The term of any award cannot be longer than ten years from the date of grant. Awards will be adjusted in the event of a stock dividend or other distribution, recapitalization, forward or reverse stock split, reorganization, merger or other business combination, or similar corporate transaction, in order to prevent dilution or enlargement of the benefits or potential benefits provided under the 2020 Plan. The 2020 Plan permits the following types of awards: stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, other stock-based awards, and dividend equivalents. Common Stock For the six months ended September 30, 2022, the Company issued 106,914 i) 24,217 1.33 32,188 ii) 24,447 1.41 34,370 iii) 25,000 49,920 iv) 33,250 For the six months ended September 30, 2021, the Company issued 2,932,230 i) 80,522 230,000 2,658 2.89 ii) 4,500 4.44 40,000 iii) 36,915 42,188 1.33 iv) 79,767 90,500 1.40 v) 49,014 343,098 7.00 vi) 43,324 56,250 2.22 vii) 11,000 77,000 7.00 viii) 2,500,000 9,780,783 4.50 ix) 43,556 196,000 4.50 x) 40,038 48,786 1.40 xi) 1,594 1,594 1.27 2,031 xii) 42,000 210,000 Time-Based Restricted Stock Units We have granted time-based restricted stock units to certain participants under the 2020 Plan that are stock-settled with common shares. Time-based restricted stock units granted under the 2020 Plan vest over three years. Stock-based compensation expense included in the Consolidated Statements of Operations for time-based restricted stock units was $ 182,377 79,064 364,754 108,108 1,323,000 1.8 Our time-based restricted stock unit activity for the year ended March 31, 2022, and the six month period ended September 30, 2022 is as follows: SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS Units Outstanding Weighted Average Grant Date Fair Value Per Unit Aggregate Intrinsic Value (1) Balance at March 31, 2021 - - - Granted 549,565 $ 3.86 - Expired (4,073 ) $ 2.70 - Vested (172,824 ) $ 3.44 - Balance at March 31, 2022 372,668 $ 4.07 $ 760,243 Vested (33,250 ) $ 5.17 Balance at September 30, 2022 339,418 $ 3.96 $ 651,683 1) The aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the period. Stock Options Stock options issued to employees typically vest over three years seven years 102,763 109,290 327,000 2.4 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. The dividend yield assumption is based on expected annual dividend yield on a grant date. To date, no dividends on common stock have been paid by us. Expected volatility for grants is based on our average historical volatility over a similar period as the expected term assumption used for our options as the expected volatility. The risk-free interest rate is based on yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate. The following table sets forth the assumptions used to estimate fair values of our stock options granted: SCHEDULE OF ESTIMATED FAIR VALUES ASSUMPTIONS Six Months Ended September 30, 2022 Year Ended March 31, 2022 Expected term 7 7 Expected volatility 173.2% 207.8 % 205.0% 210.5 % Risk-free interest rate 2.96% 3.69 % 1.47% 2.14 % Expected dividend yield 0 % 0 % Fair value on the date of grant $ 1.87 2.79 $ 1.39 1.99 Our stock option activity for the year ended March 31, 2022 and the six month period ended September 30, 2022 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted- Average Exercise Price Per Share (1) Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (2) Balance at March 31, 2021 - - - - Granted 195,000 $ 1.56 - Balance at March 31, 2022 195,000 $ 1.56 6.9 $ 100,200 Granted 198,789 $ 2.26 Balance at September 30, 2022 393,789 $ 1.91 6.6 $ 68,841 Options exercisable at September 30, 2022 43,789 (1) The exercise price of each option granted during the period shown above was equal to the market price of the underlying stock on the date of grant. (2) The aggregate intrinsic value of stock options outstanding was based on our closing stock price on the last trading day of this period. The following summarizes additional information about our stock options: SCHEDULE OF ADDITIONAL INFORMATION ABOUT STOCK OPTIONS September 30, 2022 Number of: Non-vested options, beginning of period 195,000 Non-vested options, end of period 350,000 Vested options, end of period 43,789 September 30, 2022 Weighted-average grant date fair value of: Non-vested options, beginning of period $ 1.56 Non-vested options, end of period $ 1.89 Vested options, end of period $ 2.07 Forfeited options, during the period - Warrants During the three and six months ended September 30, 2022, no During the six months ended September 30, 2021, the Company issued warrants to purchase an aggregate of 3,043,556 ● warrants to purchase 2,500,000 4,805,528 5.625 five years ● warrants to purchase 43,556 196,000 83,724 5.625 five years ● warrants to purchase 500,000 5.625 five years These warrants’ values were arrived at by using the Black-Scholes option pricing model with the following assumptions: i) an expected volatility of the Company’s shares on the date of the grants of approximately 315 ii) risk-free rate identical to the U.S. Treasury 5 0.82 A summary of warrant activity for the year ended March 31, 2022 and six month period ended September 30, 2022 is as follows: SCHEDULE OF WARRANT ACTIVITY Number of Weighted- Warrants Weighted- Outstanding, March 31, 2021 1,081,668 $ 2.02 881,982 $ 2.00 Issued and granted 3,043,556 $ 5.63 Exercised for cash (6,094 ) $ (6.90 ) Cashless warrant exercises (237,724 ) $ (1.58 ) Expired (15,922 ) $ (5.27 ) Cancelled (108,000 ) $ (1.79 ) Outstanding, March 31, 2022 3,757,484 $ 4.95 3,693,734 $ 5.00 Exercised for cash (48,664 ) $ (1.37 ) Expired (22,500 ) $ (1.33 ) Outstanding, September 30, 2022 3,686,320 $ 5.02 3,641,320 $ 5.06 At September 30, 2022, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follows: SCHEDULE OF RANGE OF WARRANT PRICES Warrants Outstanding Warrants Exercisable Range of Warrant Exercise Price Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Number of Warrants Weighted- Average Exercise Price $ 1.20 2.00 347,073 $ 1.35 3.93 347,073 $ 1.35 $ 2.01 4.00 207,938 $ 2.48 1.84 162,938 $ 2.55 $ 4.01 6.67 3,131,309 $ 5.60 3.76 3,131,309 $ 5.60 Total 3,686,320 $ 5.02 3.67 3,641,320 $ 5.06 Stock-based compensation expense included in the Consolidated Statements of Operations for warrants was $ 20,831 25,028 41,662 51,658 For the three months ended September 30, 2022 and 2021, the total stock-based compensation on all instruments was $ 284,475 104,092 515,706 159,766 |