STOCK-BASED COMPENSATION | 6. STOCK-BASED COMPENSATION 2016 Stock Incentive Plan On April 30, 2016, the Company’s shareholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”). The Plan provides for the issuance of a maximum of 12,500,000 shares of the Company’s Common Stock to be offered to the Company’s directors, officers, employees, and consultants. On March 1, 2019 the Company’s shareholders approved an additional 7,500,000 shares to be available for issuance under the Plan. Options granted under the Plan have an exercise price equal to or greater than the fair value of the underlying Common Stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. The options expire between five and 10 years from the date of grant. Restricted stock awards granted under the Plan are subject to a vesting period determined at the date of grant. 2021 Stock Incentive Plan In February 2021, our Board of Directors adopted, and our stockholders approved, the Alzamend Neuro, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the grant to eligible individuals of (1) stock options (incentive and non-statutory), (2) restricted stock, (3) stock appreciation rights, or SARs, (4) restricted stock units, and (5) other stock-based compensation. Stock Subject to the 2021 Plan. All options that the Company grants are granted at the per share fair value on the grant date. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing model. As of the issuance of these financial statements, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because the Company settles these obligations by issuing shares of the Company’s Common Stock from its authorized shares instead of settling such obligations with cash payments. A summary of stock option activity for the period April 30, 2019 to April 30, 2021, is presented below: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available for Number of Exercise Contractual Intrinsic Grant Options Price Life (years) Value Balance at April 30, 2019 4,290,000 15,710,000 $ 0.5228 7.51 $ 15,352,000 Options granted (3,750,000 ) 3,750,000 $ 1.4267 Options cancelled/forfeited 35,000 (35,000 ) $ 1.0000 Balance at April 30, 2020 575,000 19,425,000 $ 0.6964 6.89 $ 15,609,500 Increase to plan shares 10,000,000 Options granted (125,000 ) 125,000 $ 1.5000 Balance at April 30, 2021 10,450,000 19,550,000 $ 0.7195 5.92 $ 35,159,500 Options vested and expected to vest at 17,550,000 $ 0.6675 6.47 $ 32,159,500 Options exercisable at April 30, 2021 12,998,896 $ 0.4763 5.98 $ 26,306,032 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the estimated fair value price on the respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options. There have not been any options exercised during the years ended April 30, 2021 and 2020. Stock options granted to employees and consultants The estimated fair value of stock options granted to employees and consultants during the year ended April 30, 2021 and 2020, were calculated using the Black-Scholes option-pricing model using the following assumptions: For the Year Ended April 30, 2021 2020 Expected term (in years) 3.50 - 6.25 2.50 - 6.25 Volatility 85.53% -100.09% 65.80% -72.35% Risk-free interest rate 0.31% -0.51% 1.52% -2.36% Dividend yield 0.0% 0.0% Expected Term: Expected Volatility: Risk-Free Interest Rate: Expected Dividend: Stock-based compensation to employees and consultants from stock option grants for the year ended April 30, 2021 and 2020 was $1,479,231 and $1,293,915, respectively. Performance-contingent stock options granted to employee In November 2018, the Board of Directors granted 2,000,000 performance-contingent options under the Plan to the Chief Executive Officer. These options have an exercise price of $1.00 per share. These options have two separate performance triggers for vesting based upon our therapies achieving certain FDA approval milestones within a specified timeframe. By definition, the performance condition in these options can only be achieved after the performance condition of FDA approval has been achieved. As such, the requisite service period is based on the estimated period over which the market condition can be achieved. When a performance goal is deemed to be probable of achievement, time-based vesting and recognition of stock-based compensation expense commences. In the event any the milestones are not achieved by the specified timelines, such vesting award will terminate and no longer be exercisable with respect to that portion of the shares. The maximum potential expense associated with the performance-contingent awards is $1.2 million of general and administrative expense if all of the performance conditions are achieved as stated in the option agreement. Due to the significant risks and uncertainties associated with FDA approvals, through April 30, 2021, the Company believes that the achievement of the requisite performance conditions is not probable and, as a result, no compensation cost has been recognized for these awards. On November 26, 2019, the Board of Directors granted 4,250,000 performance- and market-contingent awards to certain key employees and a director. These grants were made outside of the Plan. These awards have an exercise price of $1.50 per share. These awards have multiple separate market triggers for vesting based upon either (i) the successful achievement of stepped target closing prices on a national securities exchange for 90 consecutive trading days later than 180 days after the Company’s initial public offering for its common stock, or (ii) stepped target prices for a change in control transaction. The target prices range from $15 per share to $40 per share. In the event any the stock price milestones are not achieved within three years, the unvested portion of the performance options will be reduced by 25%. Due to the significant risks and uncertainties associated with achieving the market-contingent awards, through April 30, 2021, the Company believes that the achievement of the requisite performance conditions is not probable and, as a result, no compensation cost has been recognized for these awards. Stock issued for uplisting agreement compensation Pursuant to the Uplisting Agreement, defined below, the Company issued to the Advisor 500,000 shares of Common Stock, valued at the $1.3668 estimated grant date fair value of the stock on the July 10, 2019 date of issuance. The stock compensation expense is being recognized over the two-year term of the agreement. During the year ended April 30, 2021 and 2020, the Company recognized stock compensation expense of $378,704 and $303,724, respectively, related to the Uplisting Agreement and as of April 30, 2021 the stock compensation expense related to the Uplisting Agreement has been fully amortized. Stock issued for placement agent compensation Upon the initial closing of the 2019 PPM, defined below, the Company issued to the Placement Agent 500,000 shares of Common Stock valued at the $1.3668 estimated grant date fair value of the stock on the August 30, 2019 date of issuance. The consideration was considered to be a cost of the equity offering, and accordingly, was netted against offering proceeds within additional paid in capital. Stock-based compensation expense The Company’s results of operations include expenses relating to stock-based compensation as follows: For the Year Ended April 30, 2021 2020 Research and development $ 87,252 $ 309,499 General and administrative 2,286,794 1,945,741 Total $ 2,374,046 $ 2,255,240 As of April 30, 2021, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $3.7 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.9 years. As of April 30, 2020, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $6.0 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.6 years. |