Stock Plan | Note 10 – Stock Plan 2016 Stock Option and Stock Award On December 14, 2016, the Board adopted the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Board. The Company has reserved 10 million shares for issuance under the Plan. (a) Stock Options granted to Science Advisors, Business Advisors, Professors and employees On December 22, 2022, the Board granted a five-year option to purchase 325,000 shares of common stock to a scientific advisor. The options have an exercise price of $2.00 per share, are immediately exercisable and were expensed on issue date. During the year ended December 31, 2022, various fully vested three-year stock options to purchase 145,000 shares of common stock of the Company previously granted to science advisors and employees expired unexercised. On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded Professors the following three-year stock options: (i) an immediately exercisable option to purchase 266,668 shares of common stock at an exercise price of $1.00 per share, (ii) an option to purchase 266,666 shares of common stock exercisable on July 15, 2024 at an exercise price of $1.00 per share and (iii) an option to purchase 266,666 shares of common stock exercisable on July 15, 2025 at an exercise price of $1.00 per share, provided the advisors are still providing services to the Company. On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 100,000 shares of common stock at an exercise price of $0.50 per share, (ii) an option to purchase 100,000 shares of common stock exercisable on July 15, 2024 at an exercise price of $0.50 per share and (iii) an option to purchase 100,000 shares of common stock exercisable on July 15, 2025 at an exercise price of $0.50 per share, provided the advisors are still providing services to the Company. On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded its Businesses Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 33,334 shares of common stock at an exercise price of $1.00 per share, (ii) an option to purchase 33,334 shares of common stock exercisable on July 15, 2024 at an exercise price of $1.00 per share and (iii) an option to purchase 33,332 shares of common stock exercisable on July 15, 2025 at an exercise price of $1.00 per share, provided the advisors are still providing services to the Company. On October 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Shiri Navon-Venezia (“Venezia”) whereunder Venezia shall provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services, Venezia has been granted 100,000 three-year stock options at an exercise price of $0.50 per share of which 33,334 stock options shall vest immediately, 33,333 stock options vest on the one-year anniversary date of the Agreement and the remaining 33,333 stock options vest on the two-year anniversary date of the Agreement, provided Venezia is still providing services to the Company. On October 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Dr. Motti Ratmansky (“Ratmansky”) whereunder Ratmansky shall continue to provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services Ratmansky has been granted a five (5) year fully vested stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $2.00 per share. On November 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Dr. Paul Kaye (“Kaye”) whereunder Kaye shall provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services Kaye has been granted 50,000 three-year stock options at an exercise price of $2.00 per share of which 16,666 vest immediately, 16,667 stock options vest on the one-year anniversary date of the Agreement and the remaining 16,667 stock options vest on the two-year anniversary date of the Agreement, provided Kaye is still providing services to the Company. During the year ended December 31, 2023, various fully vested three-year stock options to purchase 294,999 shares of common stock of the Company previously granted to science advisors and employees expired unexercised. The fair value of new option award during the year ended December 31, 2023 above is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0 % Expected volatility 229.85%~231 % Risk-free interest rate 4.34 % Expected life (years) 3 Stock Price $ 0.298 ~ 0.40 Exercise Price $ 0.50 ~ 2.00 (a) Stock Options granted to Science Advisors, Business Advisors, Professors and employees The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as below: Years Ended December 31, 2023 2022 Research and development expenses $ 465,345 $ 160,210 General and administrative expenses 62,491 320,420 Total $ 527,836 $ 480,630 As of December 31, 2023 and 2022, total unrecognized compensation remaining to be recognized in future periods totaled $220,916 and $0, respectively. Details of outstanding options for employees, professors, scientific advisors and business advisors at December 31, 2023 are below: Grant date Vested Unvested Exercise price Expiry Scientific Advisors 12/17/19 33,333 - $ 2.00 12/17/24 12/10/20 100,000 - $ 2.00 12/10/25 12//22/21 325,000 - $ 2.00 12/22/26 12/22/22 325,000 - $ 2.00 12/22/27 07/17/23 50,000 - $ 0.50 07/17/26 07/17/23 50,000 50,000 $ 0.50 07/17/27 07/17/23 50,000 50,000 $ 0.50 07/17/28 07/17/23 50,000 - $ 0.50 07/17/26 07/17/23 50,000 50,000 $ 0.50 07/17/27 07/17/23 50,000 50,000 $ 0.50 07/17/28 Business Advisors 07/17/23 16,667 - $ 1.00 07/17/26 07/17/23 16,667 16,667 $ 1.00 07/17/27 07/17/23 16,666 16,666 $ 1.00 07/17/28 07/17/23 16,667 - $ 1.00 07/17/26 07/17/23 16,667 16,667 $ 1.00 07/17/27 07/17/23 16,666 16,666 $ 1.00 07/17/28 Professors 07/17/23 133,334 - $ 1.00 07/17/26 07/17/23 133,333 133,333 $ 1.00 07/17/27 07/17/23 133,333 133,333 $ 1.00 07/17/28 07/17/23 133,334 - $ 1.00 07/17/26 07/17/23 133,333 133,333 $ 1.00 07/17/27 07/17/23 133,333 133,333 $ 1.00 07/17/28 Professors 10/01/23 50,000 - $ 2.00 10/01/28 Professors 10/01/23 33,334 - $ 0.50 10/01/26 10/01/23 33,333 33,333 $ 0.50 10/01/27 10/01/23 33,333 33,333 $ 0.50 10/01/28 Professors 11/01/23 16,667 - $ 2.00 11/01/26 11/01/23 16,667 16,667 $ 2.00 11/01/27 11/01/23 16,666 16,666 $ 2.00 11/01/28 (b) Stock Options granted to Officers: On December 4, 2022, certain five-year stock options to purchase 600,000 shares of common stock of the Company previously granted to officers expired unexercised. On December 22, 2022, the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share, are immediately exercisable and were expensed on issue date. During the year ended December 31, 2023 certain five-year stock options to purchase 650,000 shares of common stock of the Company previously granted to officers expired unexercised. Following are the details of stock options granted to our officers at December 31, 2023: Name Grant date Exercisable Exercise price Expiry Jonah Meer 12/17/19 325,000 $ 2.00 12/17/24 12/10/20 325,000 $ 2.00 12/10/25 12/22/21 325,000 $ 2.00 12/22/26 12/22/22 325,000 $ 2.00 12/22/27 Ido Merfeld 12/17/19 325,000 $ 2.00 12/17/24 12/10/20 325,000 $ 2.00 12/10/25 12/22/21 325,000 $ 2.00 12/22/26 12/22/22 325,000 $ 2.00 12/22/27 As of December 31, 2023 and 2022 there was no unrecognized compensation with respect to the aforementioned stock options remaining to be recognized in future periods. A summary of the activity for the Company’s stock options at December 31, 2023 and 2022, is as follows: December 31, 2023 December 31, 2022 Weighted Average Exercise Weighted Average Remaining Contractual Life Weighted Average Exercise Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 4,328,332 $ 2 3.03 4,098,332 $ 2 3.08 Granted 1,400,000 $ 0.88 - 975,000 $ 2 - Exercised - $ - - - $ - - Canceled/forfeited (944,999 ) $ 2 - (745,000 ) $ 2 - Outstanding, end of period 4,783,333 $ 1.69 2.91 4,328,332 $ 2 3.03 Options exercisable, end of period 3,883,336 $ 1.87 2.64 4,328,332 $ 2 3.03 Weighted average fair value of options granted $ 1.75 $ 2 |