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 six months ended October 31, 2022 is presented below: Outstanding Options Shares Number of Weighted Weighted Aggregate Intrinsic Balance at April 30, 2022 8,800,000 15,700,000 $ 1.16 6.10 $ 2,219,700 Options granted - - $ - - Options exercised - - $ - - Options expired 1,391,671 (1,391,671 ) $ 1.59 - Balance at October 31, 2022 10,191,671 14,308,329 $ 1.16 5.62 $ 1,777,200 Options vested and expected to vest at October 31, 2022 13,308,329 $ 1.18 6.04 $ 1,777,200 Options exercisable at October 31, 2022 11,582,230 $ 1.08 5.77 $ 1,777,200 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 six months ended October 31, 2021 were calculated using the Black-Scholes option-pricing model using the following assumptions: For the Six Months Ended October 31, 2022 2021 Expected term (in years) - 2.50 5.00 Volatility - 86.31 Risk-free interest rate - 1.01 1.07 Dividend yield - 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 six months ended October 31, 2022 and 2021 was $ 1.6 2.0 Performance Contingent Stock Options Granted to Employee 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 On November 22, 2022, the Compensation Committee of the Board modified the performance criteria for these awards. The target price range is now $10 per share to $20 per share. Additionally, if the stock price milestones are now not achieved by November 27, 2026, as opposed to within three years, the unvested portion of the portion of the performance options will be reduced by 25%. Performance Contingent Stock Options Granted to 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 The performance goal of completing Phase I of AL001 was achieved on March 22, 2022, and the Company recognized stock compensation related to the completion of Phase I of AL001 over the implied service period to complete this milestone. Due to the significant risks and uncertainties associated with achieving the completion of Phase I for ALZN002, as of October 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 ALZN002. Performance Contingent Stock Options Granted to 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 ALZN002 for an Alzheimer’s indication. As of October 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 ALZN002. Stock-Based Compensation Expense The Company’s results of operations include expenses relating to stock-based compensation for three and six months ended October 31, 2022 and 2021, that were comprised as follows: For the Three Months Ended October 31, For the Six Months Ended October 31, 2022 2021 2022 2021 Research and development $ - $ 111,267 $ - $ 253,184 General and administrative 715,639 1,169,117 1,582,977 1,766,822 Total $ 715,639 $ 1,280,384 $ 1,582,977 $ 2,020,006 As of October 31, 2022, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $ 2.8 million 2.1 |