STOCK-BASED COMPENSATION | 7. 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 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. Restricted Stock. Stock Options. A summary of stock option activity for the year ended April 30, 2023, is presented below: Schedule of share-based payment arrangement, option, activity Outstanding Options Shares Number of Weighted Weighted Aggregate Balance at April 30, 2022 8,800,000 15,700,000 $ 1.2154 6.10 $ 2,219,700 Options granted (2,000,000 ) 2,000,000 $ 1.1700 9.58 Options exercised - (500,000 ) $ 0.0004 Options cancelled/forfeited 2,391,671 (2,391,671 ) $ 1.3415 Balance at April 30, 2023 9,191,671 14,808,329 $ 1.2154 6.18 $ 819,900 Options vested and expected to vest at April 30, 2023 13,808,329 $ 1.2187 5.93 $ 819,900 Options exercisable at April 30, 2023 13,036,969 $ 1.1784 5.82 $ 995,400 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 years ended April 30, 2023 and 2022 were calculated using the Black-Scholes option-pricing model using the following assumptions: Schedule of stock options granted to employees and consultants For the Year Ended April 30, 2023 2022 Expected term (in years) 6.25 6.25 Volatility 88.94% 88.94% Risk-free interest rate 3.89% 2.20% Dividend yield 0.0% 0.0% Expected Term: Expected Volatility: Risk-Free Interest Rate: Expected Dividend: For the year ended April 20, 2023, stock-based compensation related to restricted stock grants and stock options were $63,000 and $3.5 million, respectively, for employees and directors. 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, the unvested portion of the performance options will be reduced by 25%. 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%. Due to the significant risks and uncertainties associated with achieving the market-contingent awards, as of April 30, 2023, 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 29, 2022, the Compensation Committee of the Board granted 2,000,000 performance-based stock option to the Chief Executive Officer at an exercise price of $1.17 per share, of which 50% vest upon the completion and announcement of topline data from the Company’s Phase II clinical trial of AL001 within three years from grant date and the remaining 50% vest upon the completion and announcement of topline data from the Company’s Phase II clinical trial of ALZN002 within four years from the grant date. As of April 30, 2023, the Company believes that it is probable that the performance condition of the completion and announcement of topline data from the Company’s Phase II clinical trial of AL001 will be achieved and has recognized the related stock-based compensation. As of April 30, 2023, the Company believes that the achievement of the second performance condition is not probable and, as a result, no compensation cost has been recognized related to Phase II of ALZN002. 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. (“TAMM Net”) 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-based compensation related to the completion of Phase I of AL001 over the implied service period to complete this milestone. On January 19, 2023, the Board modified the performance criteria for these awards. The remaining 50% of the grant will now vest upon the completion and announcement of topline data of the first cohort from a Phase I/IIA clinical trial of ALZN002 on/or before March 31, 2024. Due to the significant risks and uncertainties associated with achieving the completion of Phase I for ALZN002, as of April 30, 2023, 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 On January 19, 2023, the Board modified the performance criteria for these awards. The revised grant will vest 25% if the Company (a) completes and announces topline data from a Phase II clinical trial of AL001 and ALZN002, as applicable, that would support a new drug application for the drug candidate and the indication listed below, and (b) obtained a “Study May Proceed” letter from the U.S. Food and Drug Administration (“FDA”) for the additional Investigational New Drug (“IND”) on/or before December 31, 2023, as follows: (i) AL001 – bipolar disorder; (ii) AL001- major depressive disorder; (iii) AL001 – post-traumatic stress disorder; and (iv) ALZN002 – Alzheimer’s disease. As of April 30, 2023, 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 the years ended April 30, 2023 and 2022, were comprised as follows: Schedule of stock-based compensation For the Year Ended April 30, 2023 2022 Research and development $ (42,589 ) $ 423,167 General and administrative 3,625,214 3,985,402 Total $ 3,582,625 $ 4,408,569 As of April 30, 2023, total unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $ 1.2 1.6 |