STOCKHOLDERS' EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Common Stock During the nine months ended September 30, 2023, no On April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock, having an aggregate offering price of up to $100,000,000. We are not obligated to sell any shares under the agreement. As of September 30, 2023, no shares have been issued under this 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 (the “2021 Plan”) which allows for the granting of 1,500,000 options or stock awards. In May 2022, the Company’s Board of Directors adopted, and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 3,900,000 shares. In May 2023, the Company’s Board of Directors adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 2,500,000 shares. These combined plans allowed for the granting of up to 13,052,942 options or other 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 September 30, 2023, 597,374 shares were available for future grants under the 2014 or 2021 Plan. As of September 30, 2023, 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 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. From January 1, 2023 through September 30, 2023, 690,000 options were issued to various consultants and employees with an exercise price ranging from $2.28 to $4.30 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 approximately $2.1 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 3.43 – 4.44 % (2) expected life of 6.25 years, (3) expected volatility of 113.3 – 115.6 %, and (4) zero expected dividends. On September 5, 2023, Dr. Eric Schmidt, a member of the Board of Directors (the “Board”), notified the Company that he would resign from the Board, effective immediately. On September 22, 2023, the Board voted and approved that all of Dr. Schmidt’s unvested options would vest immediately and be exercisable through the original term of the respective grants. In addition, the Board approved the extension of the exercise period for the options which were vested on September 5, 2023 from 90 days to the original term of the respective options. As a result of the modifications, the Company recorded approximately $1.2 million of stock-based compensation during the quarter ended September 30, 2023. At September 30, 2023, the Company has unrecognized stock-based compensation expense of approximately $61.2 million related to unvested stock options which will be recognized over the weighted average remaining service period of 2.33 years. Options A summary of the changes in options during the nine months ended September 30, 2023 is as follows: Number of Weighted Weighted Aggregate Outstanding and expected to vest at December 31, 2022 12,122,606 $ 18.19 8.5 $ 417,998 Granted 690,000 $ 3.52 9.33 $ 14,600 Forfeited (191,099 ) $ - - $ - Cancelled (165,939 ) $ - - $ - Outstanding at September 30, 2023 12,455,568 $ 17.20 7.86 $ 14,600 Options exercisable at September 30, 2023 6,559,124 $ 20.36 7.17 $ - Warrants A summary of the changes in outstanding warrants during the nine months ended September 30, 2023 is as follows: Number of Weighted Outstanding at December 31, 2022 3,027,441 $ 15.24 Granted - $ - Exercised - $ - Outstanding at September 30, 2023 3,027,441 $ 15.24 Warrants vested at September 30, 2023 2,853,816 $ 16.08 At September 30, 2023, the Company had approximately $3.95 million of unrecognized compensation expense related to outstanding warrants. At September 30, 2023, the aggregate intrinsic value of warrants vested and outstanding was $0. 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 nine months ended September 30, 2023 and 2022 (rounded to nearest $00): Nine Months Nine Months Research and development $ 5,463,100 $ 5,674,600 General and administrative 28,453,800 26,894,200 Total $ 33,916,900 $ 32,568,800 |