STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Common Stock On May 24, 2021, the Company increased the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 27,000,000 to 100,000,000 (the “Authorized Shares Increase”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In accordance with the General Corporation Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the Company at the Company’s Annual Meeting of Stockholders on May 19, 2021. During the six months ended June 30, 2021, the Company issued 86,000 shares of common stock and recognized expense of $233,100 in stock-based compensation for consulting services. The Company also issued 1,163,556 shares of common stock upon the exercise of warrants and received $3,718,956 in cash proceeds. The Company granted 465,000 shares of restricted common stock for employee compensation and recognized expense of $1,443,700 in stock-based compensation. (See Note 6) The stock-based compensation for the period was valued based on the value of the shares based on public information. During the six months ended June 30, 2020, the Company issued 122,250 shares of common stock and recognized expense of $502,192 in stock compensation for consulting services. The Company also issued 30,975 shares of commons stock upon the exercise of warrants and received $185,850 for the exercise of the warrants. The compensation was valued based on prior private placements or based on management’s estimates of value immediately prior to the IPO. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were no shares of preferred stock outstanding as of June 30, 2021 and December 31, 2020, respectively. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to directors, employees, and consultants. The Company is authorized to issue up to 2,500,000 shares of our common stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors. On February 24, 2021, our Board of Directors adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Awards”). Eligible recipients of Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the “Committee”) will administer the 2021 Plan. A total of 3,000,000 shares of common stock, par value $0.001 per share, of the Company may be issued pursuant to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of Common Stock on the date of grant. The 2021 Plan was submitted and approved by the Company’s stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021. During the six months ended June 30, 2021, the Company granted no new options. During the six months ended June 30, 2020, the Company granted 7,500 stock options to a related party with exercise prices of $11.00 per share vesting on issuance. The total grant date fair value was determined to be $27,799. The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2020 2,143,000 $ 3.18 7.81 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding June 30, 2021 2,143,000 $ 3.18 7.31 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2020 973,000 $ 2.28 Granted - - Vested (97,125 ) 3.56 Expired or forfeited - - Nonvested on June 30, 2021 875,875 $ 2.13 The Company recognized stock-based compensation expense related to options issued and vesting of $423,157 during the six months ended June 30, 2021, which is included in general and administrative expenses in the accompanying statements of operations. The remaining value to be expensed is $1,358,328 with a weighted average vesting term of 1.38 years as of June 30, 2021. The Company recognized stock-based compensation expense related to options issued and vesting of $27,799 during the six months ended June 30, 2020, which is included in general and administrative expenses in the accompanying statements of operations. Warrants For the six months ended June 30, 2021, the fair value of each warrant granted was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 4.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42 % Expected life in years 3.00-5.00 Expected volatility 154%-159 % The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Weighted Outstanding December 31, 2020 5,799,146 $ 5.05 4.00 Granted 875,000 4.00 - Exercised (1,163,556 ) 3.21 - Expired or forfeited (46,875 ) 4.00 - Outstanding June 30, 2021 5,463,715 $ 3.96 3.29 Nonvested Warrants Number Weighted- Nonvested on December 31, 2020 320,000 $ 3.69 Granted 875,000 4.00 Vested (1,075,000 ) 4.08 Expired or forfeited - - Nonvested on June 30, 2021 120,000 $ 1.92 The Company recognized stock-based compensation expense related to warrants issued and vesting of $137,375 and $159,777 during the six months ended June 30, 2021 and June 30, 2020, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $105,049 with a weighted average vesting term of 1.5 years as of June 30, 2021. During the six months ended June 30, 2021, 1,163,556 warrants were exercised for 1,163,556 shares of common stock. The Company recognized proceeds of $3,718,956 related to the exercises. On January 25, 2021, pursuant to the January 2021 Securities Purchase Agreement the Company issued a warrant to the Investor to purchase up to 800,000 shares of the Company’s common stock. The warrant is immediately exercisable for a period of three years at an exercise price of $4.00 per share, subject to adjustment. In addition, the Company issued 75,000 warrants to the underwriters related to the January 2021 Securities Purchase Agreement. These warrants have an exercise price of $4.00 and a term of five years. All the 75,000 warrants are exercisable on issuance. (See Note 8) |