EQUITY | NOTE 17 – EQUITY Class A Common Stock and Class B Common Stock The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock. On May 27, 2021, the Company filed a Registration Statement on Form S-3, whereby the Company may sell up to $250 million of Class B common stock. This Registration Statement was declared effective on June 7, 2021. On June 1, 2021, the Company filed a Registration Statement on Form S-3 to issue 48,859 shares of Class B common stock for payment due on the purchase of Altira, an investment which has been subsequently fully impaired. On August 19, 2021, the Company entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with Institutional Investors and a Securities Purchase Agreement with I9Plus, LLC, (the “Jonas Purchase Agreement”), an entity affiliated with Howard S. Jonas, the Chairman of the Board of Directors of the Company. On August 24, 2021, the Company issued 2,833,425 shares of Class B common stock (the “Institutional Shares”), par value $0.01 per share, to the Institutional Investors, at a purchase price equal to $35.00 per share, for aggregate gross proceeds of approximately $99.2 million, before deducting placement agent fees and other offering expenses. Additionally, pursuant to the Jonas Purchase Agreement, the Company issued 112,501 shares of Class B common stock to I9Plus, LLC, at a purchase price equal to $44.42 per share, which was equal to the closing price of a share of the Class B common stock on the New York Stock Exchange on August 19, 2021 (the “Jonas Offering”). The Jonas Offering resulted in additional aggregate gross proceeds of approximately $5.0 million. The total net proceeds from the issuance of shares was $98.0 million after deducting transaction costs of $6.2 million. On August 19, 2021, in connection with the Institutional Purchase Agreement, the Company entered into a Registration Rights Agreement with the Institutional Investors whereby the Company agreed to prepare and file a registration statement with the SEC within 30 days after the earlier of (i) the date of the closing of the Merger Agreement, and (ii) the date the Merger Agreement is terminated in accordance with its terms, for purposes of registering the resale of the Institutional Shares and any shares of Class B common stock issued as a dividend or other distribution with respect to the Institutional Shares. On January 19, 2022, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2018 Equity Incentive Plan was suspended and replaced by the 2021 Plan, and, following January 19, 2022, no new grants are to be awarded under the 2018 Equity Incentive Plan. Existing grants under the 2018 Equity Incentive Plan will not be impacted by the adoption of the 2021 Plan. Any of the Company’s employees, directors, consultants, and other service providers, and those of the Company’s affiliates, are eligible to participate in the 2021 Plan. In accordance with applicable tax rules, only employees (and the employees of parent or subsidiary corporations) are eligible to be granted incentive stock options. The 2021 Plan authorizes stock options (both incentive stock options or non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. The maximum number of shares of Class B common stock that may be issued under the 2021 Plan is 1,919,025 shares. On January 19, 2022, the Company filed a Registration Statement on Form S-8 registering 1,919,025 shares Class B Common Stock reserved for issuance under the 2021 Plan. During three months ended October 31, 2022, no restricted shares or options were issued pursuant to the 2021 Plan, respectively. As of October 31, 2022, there were 229,697 shares still available for issuance under the 2021 Plan. On November 28, 2022, the Company’s Board of Directors approved an amendment to the 2021 Plan that, among other things, increases the number of shares of the Company’s Class B Common Stock available for the grant of awards thereunder by an additional 696,770, subject to stockholders’ approval. On February 15, 2022, the Company filed a Registration Statement on Form S-3 (as amended on March 2, 2022) registering the resale by institutional investors (the “Institutional Investors”) of the shares purchased by them. The Registration Statement was declared effective on March 7, 2022. Stock Options A summary of stock option activity for the Company is as follows: Number of Weighted Weighted Aggregate Outstanding at July 31, 2022 1,021,277 $ 12.11 4.47 $ — Granted — — — — Cancelled / Forfeited — — — — Outstanding at October 31, 2022 1,021,277 $ 12.11 4.22 $ — Exercisable at October 31, 2022 594,607 $ 6.69 0.80 $ — At October 31, 2022, there are unrecognized compensation costs related to non-vested stock options of $3.9 million, which are expected to be recognized over the next 3.9 years. The value of option grants is calculated using the Black-Scholes option pricing model with the following assumptions for options granted during the three months ended October 31, 2021: October 31, Risk-free interest rate 0.67% - 1.16 % Expected term (in years) 6.04 Expected volatility 75 % Expected dividend yield — % Rafael Medical Devices, Inc. Stock Options The Rafael Medical Devices, Inc. 2022 Equity Incentive Plan (the “RMD 2022 Plan”) was created and adopted by the Company in May 2022. The RMD 2022 Plan allows for the issuance of up to 10,000 shares of Class B common stock which may be awarded in the form of incentive stock options or restricted shares. There are 4,734 shares available for issuance under the RMD 2022 Plan as of October 31, 2022. A summary of stock option activity for Rafael Medical Devices, Inc. is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at July 31, 2022 5,266 $ 3.82 9.76 $ — Granted — — — — Outstanding at October 31, 2022 5,266 $ 3.82 9.51 — Exercisable at October 31, 2022 1,316 $ 3.82 9.51 $ — At October 31, 2022, there are unrecognized compensation costs related to non-vested stock options of $10 thousand, which are expected to be recognized over the next 2.18 years. Restricted Stock The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service. In January 2021, the Company granted a total of 12,609 restricted shares of Class B common stock to non-employee directors, all of which were granted from the 2018 Equity Incentive Plan. The restricted shares vested immediately on the grant date. The share based compensation cost was approximately $286 thousand, which was included in general and administrative expense in the consolidated statement of operations and comprehensive income (loss). In January 2022, the Company granted 33,360 restricted shares of Class B common stock to non-employee directors, 18,336 of which were granted from under 2018 Equity Incentive Plan, and 15,024 of which were granted under the 2021 Plan. The restricted shares vested immediately on the grant date. The share based compensation cost was approximately $151 thousand, which was included in general and administrative expense in the consolidated statement of operations and comprehensive income (loss). On February 1, 2022, the Company issued 986,835 shares of Class B restricted stock to two members of the executive team. Approximately 24% of the restricted shares vest in December 2022, with the remaining shares vesting ratably each quarter through December 2025. On June 14, 2022, the Company issued 452,130 shares of Class B restricted stock to Howard S. Jonas. A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: Number of Weighted Outstanding at July 31, 2022 1,507,373 $ 4.22 Granted — — Vested (45,439 ) 4.04 Cancelled / Forfeited — — Non-vested shares at October 31, 2022 1,461,934 $ 4.22 At October 31, 2022, there was $3.9 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over the next three years. A summary of the stock-based compensation expense for the Company’s equity incentive plans is presented below: Three Months Ended 2022 2021 (in thousands) General and administrative $ 1,083 $ 7,668 Research and development 97 183 Net stock-based compensation expense $ 1,180 $ 7,851 |