STOCKHOLDERS' EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY Common Stock During the year ended December 31, 2020 and the six months ended December 31, 2019 and year ended June 30, 2019, the Company issued 42,475, 42,644, and 24,991 shares of common stock for cashless exercise of 60,513, 88,751, and 25,004 warrants, respectively. During the year ended December 31, 2020 and the six months ended December 31, 2019 and year ended June 30, 2019, the Company issued 1,159,989, 656,943, and nil shares of common stock for the exercise of warrants for proceeds of $8,056,416, $4,447,038 and $nil, respectively. During the year ended December 31, 2020, the Company issued 90,204 shares of common stock for cashless exercise of 98,370 options. During the year ended December 31, 2020, the Company issued 155,558 shares of common stock for the exercise of options for proceeds of $735,514. During the six months ended December 31, 2019, the Company issued 61,484 shares of common stock for cashless exercise of 67,578 options. On May 15, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of the Company’s common stock, having an aggregate offering price of up to $75,000,000. The Company is not obligated to sell any shares under the agreement. During the year ended December 31, 2020 the Company issued shares of common stock for net cash proceeds of $19,791,644 under the agreement. During the six months ended December 31, 2019, the Company closed on a private placement of 3,833,334 shares of common stock. The price per share was $30.00 to the public (with a price to the underwriters of $28.00 per share). The net proceeds from the closing was $108,621,733. Approximately, $478,000 of legal and professional fees were incurred in relation to the closing. The Company also closed on a private placement of 117,965 shares for $7.00 per share and net proceeds of $825,749 during the 3 rd During the year ended June 30, 2019, the Company closed on private placements of securities pursuant to Unit Purchase Agreements and Subscription Agreements, each dated as shown below. The price per unit (comprising one common stock and a 5 year warrant to purchase 2.60 or 2.00 of a share of common stock) was $3.60, $5.60 or $6.00. The Company issued an aggregate of 3,975,115 shares of common stock to investors in these closings, for net proceeds of $17,839,656. Approximately $79,000 of legal costs were incurred that were not allocated to the individual closings. Date of closing Common Stock Issued Warrants issued Unit Price Net proceeds Warrant exercise price Warrant coverage October 12, 2018 501,027 325,668 $ 3.60 $ 1,630,991 $ 6.00 .65 October 18, 2018 410,084 266,555 $ 3.60 $ 1,287,007 $ 6.00 .65 November 2, 2018 374,864 243,662 $ 3.60 $ 1,215,242 $ 6.00 .65 December 5, 2018 334,694 217,550 $ 3.60 $ 1,083,307 $ 6.00 .65 February 12, 2019 201,389 130,903 $ 3.60 $ 725,000 $ 6.00 .65 March 27, 2019 178,572 89,286 $ 5.60 $ 1,000,000 $ 9.00 .50 May 14, 2019 569,083 284,541 $ 6.00 $ 3,168,865 $ 9.00 .50 June 14, 2019 612,914 306,456 $ 6.00 $ 3,274,331 $ 9.00 .50 June 20, 2019 720,799 360,399 $ 6.00 $ 4,059,050 $ 9.00 .50 June 28, 2019 71,689 35,845 $ 6.00 $ 395,863 $ 9.00 .50 Total 3,975,115 2,260,865 $ 17,839,656 Approximately $177,000 of the June 28 financing was in Other Receivable at June 30, 2019 and was received in July, 2019. The October 12, 2018 and October 18, 2018 financings represented an Equity Financing as defined in the Convertible Promissory Note agreement. As a result of the October 12, 2018 and October 18, 2018 financings, the Company’s outstanding 7% Convertible Promissory Notes and accumulated interest converted into 2,682,917 shares of common stock. During the year ended December 31, 2020, the six months ended December 31, 2019, and years ended June 30, 2019, there were no common stock shares issued for issuances of restricted common stocks, respectively. Placement Agent Warrants During the year ended June 30, 2019, the Company issued an aggregate of 357,396 warrants to the placement agent in connection with the closings. The agent warrants have an exercise price between $3.96 and $9.00, are non-cancellable, vest upon issuance and expire on the fifth anniversary of the warrant date of issuance. Warrants have a five year term and an aggregate fair value of approximately $1,809,535 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rates between 1.74-3.09% (2) expected life of 5 years, (3) expected volatility between 100.7-103.4%, and (4) zero expected dividends. Stock-based compensation - options In December 2014, the Board of Directors adopted and the shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors. The Plan allowed for the granting of 5,152,942 options or stock awards. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years. As of December 31, 2020, 1,247,205 shares were available for future grants under the Plan. The Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model. During the year ended December 31, 2020, the Company awarded a total of 1,000,000 options to employees with exercise prices ranging from $28.00- $45.61 and a 10-year term vesting over 4-year period. The options have an aggregate fair value of $32.4 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.36%-0.83% (2) expected life of 6.25 years, (3) expected volatility of 101%-108%, and (4) zero expected dividends. During the year ended December 31, 2020, the Company recognized additional compensation expense of approximately $1,500,000 related to acceleration of vesting and a nominal amount related to the modification of certain options in connection with the separation and settlement agreement with Dr. Ottavio Vitolo (see note 11). During the year ended December 31, 2020, the Company recognized compensation expense of approximately $484,000 related to the extended period of time to allow for some options to vest under the separation and settlement agreement with Dr. Thomas Wessel. This was considered a Type III modification and as a result the total expense of $1.8 million previously recognized was reversed as the options would not have vested prior to the modification (see note 11). On December 19, 2019, the Company granted employees options to purchase a total of 1,295,000 shares of common stock. The options have a ten-year term and have an exercise price of $43.47 and vest over 4 years. The options have an aggregate fair value of $46,904,043 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.79% (2) expected life of 6.25 years, (3) expected volatility of 108.2%, and (4) zero expected dividends. On December 19, 2019, the Company granted a consultant options to purchase a total of 10,000 shares of common stock. The options have a ten-year term and have an exercise price of $43.47 and vest immediately. The options have an aggregate fair value of $338,992 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.73% (2) expected life of 5 years, (3) expected volatility of 107.4%, and (4) zero expected dividends. On April 1, 2019, the Company granted various employees options to purchase a total of 37,500 shares of common stock. The options have a ten-year term and have an exercise price of $7.04 and vest over 4 years. The options have an aggregate fair value of $214,000 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.37% (2) expected life of 6.25 years, (3) expected volatility of 101.5%, and (4) zero expected dividends. On December 20, 2018, the Company granted various employees options to purchase a total of 675,000 shares of common stock. The options have a ten-year term and have an exercise price of $4.60 and vest over 4 years. The options have an aggregate fair value of $2,500,000 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected volatility of 102.3%, and (4) zero expected dividends. A summary of the changes in options outstanding for the periods ended December 31, 2020 and 2019, and June 30, 2019 is as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Outstanding and expected to vest at June 30, 2018 767,220 $ 5.80 8.8 $ 511,000 Granted 712,500 4.73 9.5 - Forfeited (6,406 ) - - - Outstanding and expected to vest at June 30, 2019 1,473,314 $ 5.18 8.6 $ 4,668,153 Granted 2,205,000 29.32 9.8 - Exercised (62,712 ) - - $ - Outstanding and expected to vest at December 31, 2019 3,615,602 $ 19.96 9.2 $ 74,837,043 Granted 1,000,000 39.50 9.3 - Exercised (253,927 ) - - - Forfeited (455,938 ) - - - Outstanding and expected to vest at December 31, 2020 3,905,737 $ 24.32 8.4 $ 48,952,339 Options exercisable at December 31, 2020 1,241,359 $ 16.73 7.7 $ 22,960,117 At December 31, 2020, the Company has unrecognized stock-based compensation expense of approximately $53,502,000 related to unvested stock options over the weighted average remaining service period of 3.04 years. The weighted average fair value of options granted during the years ended December 31, 2020 and 2019, the six months ended December 31, 2019 and the year ended June 30, 2019 was approximately $32.45, $24.00 (unaudited), $24.31 and $3.84 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions: (Unaudited) Years Ended Years Ended Six Months ended Year ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Risk free interest rate 0.36 to 0.83 % 1.73 to 2.37 % 1.73 to 1.79 % 2.37 to 2.69 % Dividend yield 0 % 0 % 0 % 0 % Volatility 101-108 % 101.5-108 % 107.4-108.2 % 101.5-102.3 % Expected term (in years) 6.25 5 to 6.25 5 to 6.25 6.25 Warrants A summary of the changes in outstanding warrants during the year ended December 31, 2020 and six months ended December 31. 2019, and year ended June 30, 2019 is as follows: Number of Shares Weighted Average Exercise Price Per Share Outstanding at June 30, 2018 2,453,757 $ 15.845 Issued 2,691,123 $ 7.10 Exercised (25,004 ) $ 0.004 Forfeited/Expired (689,894 ) $ 18.94 Outstanding at June 30, 2019 4,429,982 $ 7.12 Issued 21,250 $ 10.25 Exercised (740,694 ) $ 7.80 Forfeited/Expired (63,666 ) $ 13.89 Outstanding at December 31, 2019 3,646,872 $ 6.83 Issued 250,000 $ 33.32 Exercised (1,211,199 ) $ 7.27 Forfeited/Expired (15,040 ) $ 16.80 Outstanding at December 31, 2020 2,670,633 $ 9.11 Warrants exercisable at December 31, 2020 2,646,257 $ 9.16 Included in the warrants outstanding at June 30, 2018 are 643,643 warrants that expired in the year ended June 30, 2019. These warrants had an exercise price that was subject to downward adjustment on the sale of equity at prices below their original exercise price. On December 16, 2020, the Company granted 20,000 warrants to a consultant with an exercise price of $34.87, a 5-year term and vesting over 4 years. The warrants have an aggregated fair value of $479 thousand using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.37% (2) expected life of 3.75 years, (3) expected volatility of 105%, and (4) zero expected dividends On December 16, 2020, the Company granted 108,000 warrants to consultants with an exercise price of $34.87, a 5-year term and vesting based on future events. The warrants have an aggregated fair value of $2.86 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.37% (2) expected life of 5 years, (3) expected volatility of 105%, and (4) zero expected dividends On April 27, 2020, the Company granted 2,000 warrants to a consultant with an exercise price of $37.67, a 5-year term and immediate vesting. The warrants have an aggregated fair value of $48 thousand that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.27% (2) expected life of 2.5 years, (3) expected volatility of 116%, and (4) zero expected dividends. On April 1, 2020, the Company granted 120,000 warrants to consultants with an exercise price of $31.59, a 5-year term and immediate vesting. The warrants have an aggregated fair value of $2.5 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.26% (2) expected life of 2.5 years, (3) expected volatility of 118%, and (4) zero expected dividends. On October 8, 2019, the Company granted 15,000 warrants to a contractor with an exercise price of $10.85, non-cancellable term and immediate vesting. The warrants have an aggregated fair value of $121,252 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.36% (2) expected life of 5 years, (3) expected volatility of 100%, and (4) zero expected dividends. On August 1, 2019, the Company granted 6,250 warrants to a contractor with an exercise price of $8.80, a 10-year term and immediate vesting. The warrants have an aggregated fair value of $41,386 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.68% (2) expected life of 5 years, (3) expected volatility of 101.1%, and (4) zero expected dividends. On March 9, 2019, the Company granted 17,857 warrants to a consultant with an exercise price of $7.00, a 5-year term and immediate vesting. The warrants have an aggregated fair value of $95,131 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.42% (2) expected life of 5 years, (3) expected volatility of 102.0%, and (4) zero expected dividends. On January 1, 2019, the Company granted 30,000 warrants to a contractor with an exercise price of $4.60, a 10-year term and quarterly vesting over four years vesting. The warrants have an aggregated fair value of $112,183 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.49% (2) expected life of 6.25 years, (3) expected volatility of 102.0%, and (4) zero expected dividends. On December 20, 2018, the Company granted 25,000 warrants to a contractor with an exercise price of $4.60, a 10-year term and immediate vesting. The warrants have an aggregated fair value of $93,762 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.69% (2) expected life of 6.25 years, (3) expected volatility of 102.3%, and (4) zero expected dividends. During the year ended June 30, 2019, the Company issued an aggregate of 2,260,860 warrants to investors in connection with private placements, with a fair value of approximately $11,420,300. The exercise price ranges from $6.00 to $9.00, vested upon issuance, are non-cancellable and expire on the fifth anniversary from issuance. Variables used in the Black-Scholes option-pricing model include: (1) discount rates of 1.74-3.09% (2) expected life of 5 years, (3) expected volatility of 100.7-103.4%, and (4) zero expected dividends. At December 31, 2020, the Company had $3.4 million of unrecognized stock-based compensation expense related to outstanding warrants. At December 31, 2020, the aggregate intrinsic value of warrants vested and outstanding was $61.2 million. Stock-based compensation by class of expense The following summarizes the components of stock-based compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations (rounded to nearest $00): (Unaudited) Year Year Six Months ended Year ended December 31, December 31, December 31, June 30, 2020 2019 2019 2019 Research and development $ 4,038,500 $ 360,900 $ 174,500 $ 215,900 General and administrative 16,738,800 2,804,300 2,192,500 998,100 Total $ 20,777,300 $ 3,165,200 $ 2,367,000 $ 1,214,000 |