STOCK-BASED COMPENSATION | 6. STOCK-BASED COMPENSATION 2016 Stock Incentive Plan On April 30, 2016, the Company’s stockholders approved the Company’s 2016 Stock Incentive Plan (the “Plan”). The Plan provides for the issuance of a maximum of 12,500,000 7,500,000 five 10 2021 Stock Incentive Plan In February 2021, the Company’s board of directors (the “Board”) adopted, and the 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 date of issuance of these options, 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 Common Stock from its authorized shares instead of settling such obligations with cash payments. A summary of stock option activity for the nine months ended January 31, 2022, 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, 2021 10,450,000 19,550,000 $ 0.7195 5.92 $ 35,159,500 Options granted (1,750,000 ) 1,750,000 $ 2.9171 Options exercised - (3,000,000 ) $ 0.0004 Options cancelled/forfeited 300,000 (300,000 ) $ 1.5000 Balance at January 31, 2022 9,000,000 18,000,000 $ 0.9826 6.00 $ 13,118,800 Options vested and expected to vest at January 31, 2022 16,000,000 $ 1.0418 6.41 $ 1 0,529,200 Options exercisable at January 31, 2022 13,460,519 $ 0.7891 5.87 $ 9,806,358 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the estimated fair value 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. Stock Options Granted to Employees and Consultants The estimated fair value of stock options granted to employees and consultants during the nine months ended January 31, 2022 and 2021, were calculated using the Black-Scholes option-pricing model using the following assumptions: For the Nine Months Ended January 31, 2022 2021 Expected term (in years) 3.50 6.25 6.25 Volatility 85.53 87.10 100.10 Risk-free interest rate 1.01 1.07 0.51 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 nine months ended January 31, 2022 and 2021 were $ 3.2 million 1.7 million Performance Contingent Stock Options Granted to Employee In November 2018, the Board granted 2,000,000 1.00 These options have two separate performance triggers for vesting based upon the therapies achieving certain Food and Drug Administration (“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 of 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 On November 26, 2019, the Board granted 4,250,000 In the event any of 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, as of January 31, 2022, Performance Contingent Stock Options Granted to Consultants - TAMM Net On March 23, 2021, the Company issued performance-based stock options to the certain team members at TAMM Net, Inc. to purchase an aggregate of 450,000 As of January 31, 2022, the Company believes the performance goal of completing Phase I clinical trial of AL001 will be achieved. The Company is recognizing stock compensation related to the completion of Phase I clinical trial of AL001 by March 31, 2022 over the implied service period expected to complete this milestone. Due to the significant risks and uncertainties associated with achieving the completion of Phase I for AL002, as of January 31, 2022, 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 related to AL002. Performance Contingent Stock Options Granted to Consultants -Other Consultants On October 14, 2021, the Company issued performance-based stock options to two consultants to purchase an aggregate of 200,000 shares of Common Stock with an exercise price of $2.42 per share, of which 50,000 vest upon completion of each of the Phase II clinical trials of AL001 for a Bipolar indication, AL001 for a PTSD indication, AL001 for a depression indication and AL002 for an Alzheimer’s indication. As of January 31, 2022, 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 related to Phase II of AL001 and AL002. Stock-Based Compensation Expense The Company’s results of operations include expenses relating to stock-based compensation for the three and nine months ended January 31, 2022 and 2021, was comprised as follows: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Research and development $ 106,102 $ 21,813 $ 359,286 $ 65,439 General and administrative 1,024,693 553,314 2,791,515 1,670,058 Total $ 1,130,795 $ 575,127 $ 3,150,801 $ 1,735,497 As of January 31, 2022, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $ 5.2 million. 1.9 |