STOCKHOLDERS' EQUITY | NOTE 5 - STOCKHOLDERS’ EQUITY Common Stock During the three months ended March 31, 2022, the Company issued 33,334 shares of common stock for cash exercises of warrants for proceeds of $300,006. During the three months ended March 31, 2022, the Company issued 20,000 shares of common stock for the exercise of options for proceeds of $64,800. 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 was not obligated to sell any shares under the agreement. During the three months ended March 31, 2022, the Company issued 1,609,343 shares of common stock for net cash proceeds of $29,583,542 under the agreement. Options and Warrants In December 2014, the Board of Directors adopted and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of 5,152,942 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. In May 2021, the Company’s Board of Directors adopted and shareholders approved Relmada’s 2021 Equity Incentive Plan which allows for the granting of 1,500,000 options or stock awards. These combined plans allow for the granting of up to 6,652,942 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 March 31, 2022, no shares were available for future grants under the Plan. The shareholders will vote at their annual meeting in 2022 on a management proposal to increase the shares available to be issued under the 2021 Plan by 3,900,000 shares; there can be no assurance such amendment will be approved. As of March 31, 2022, options for 3,609,242 shares of common stock had been issued subject to approval by the shareholders of this amendment. If the amendment is not approved, such options will be forfeited. As of March 31, 2022, no stock appreciation rights have been issued. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options and warrants. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The expected volatility was based on historical volatility. The Company routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term for equity awards for share-based compensation in its option-pricing model. On January 1, 2022, 50,000 options were issued to a consultant with an exercise price of $22.53 From January 1, 2022 through March 14, 2022, 110,000 options were issued to various consultants with an exercise price ranging from $18.00 to $21.46 On March 28, 2022, the Company awarded a total of 15,000 options to an employee with an exercise price of $25.76 and a 10-year term vesting over a 4-year period. The options granted include time-based vesting grants. The options have an aggregate fair value of $307,845 calculated using the Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: At March 31, 2022, the Company has unrecognized stock-based compensation expense of approximately $129.7 million related to unvested stock options over the weighted average remaining service period of 2.72 years. Options A summary of the changes in options during the three months ended March 31, 2022 is as follows: Number of Weighted Weighted Aggregate Outstanding and expected to vest at December 31, 2021 10,330,622 $ 22.52 9.00 $ 46,088,534 Granted 175,000 $ 20.35 9.84 $ - Exercised (20,000 ) $ 3.24 - $ - Forfeited (223,438 ) $ 27.22 - $ - Outstanding at March 31, 2022 10,262,184 $ 22.42 8.79 $ 78,393,636 Options exercisable at March 31, 2022 2,748,859 $ 21.56 7.42 $ 29,334,704 Warrants A summary of the changes in outstanding warrants during the three months ended March 31, 2022 is as follows: Number of Weighted Outstanding and vested at December 31, 2021 3,208,777 $ 16.45 Granted - $ - Exercised (33,334 ) $ 9.00 Outstanding at March 31, 2022 3,175,443 $ 16.53 Warrants Vested at March 31, 2022 2,799,693 $ 14.40 At March 31, 2022, the Company had approximately $8.6 million of unrecognized compensation expense related to outstanding warrants. At March 31, 2022, the aggregate intrinsic value of warrants vested and outstanding was approximately $39.6 million. Stock -based compensation by class of expense The following table summarizes the components of stock-based compensation expense which includes stock options and warrants in the unaudited consolidated statements of operations for the three months ended March 31, 2022 and 2021 (rounded to nearest $00): Three Three Research and development $ 1,258,400 $ 545,800 General and administrative 10,672,300 5,305,500 Total $ 11,930,700 $ 5,851,300 |