STOCKHOLDERS’ EQUITY | NOTE 9 – 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 three months ended March 31, 2022, the Company issued 9,000 shares of common stock and recognized expense of $3,719 in stock-based compensation for consulting services. The Company also granted 582,200 Restricted Stock Units, of which 287,850 vested and resulted in the issuance of shares. As a result, the Company recognized expense of $377,671 in stock-based compensation. The stock-based compensation for shares issued or RSU’s granted during the period were valued based on the fair market value on the date of grant. During the three months ended March 31, 2021, the Company issued 18,000 shares of common stock and recognized expense of $51,240 in stock-based compensation for consulting services. The Company also issued 1,163,556 shares of common stock for the exercise of warrants and received $3,718,956 in cash proceeds. The Company granted 335,000 shares of restricted common stock for compensation and recognized expense of $1,112,200 in stock-based compensation. The stock-based compensation for the period was valued based on the value of the shares based on public information. 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 March 31, 2022 and December 31, 2021, 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 three months ended March 31, 2022 and 2021, the Company granted no new options. 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, 2021 2,235,466 $ 3.40 6.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2022 2,235,466 $ 3.40 6.50 Nonvested Stock Options Number Weighted- Nonvested on December 31, 2020 453,125 $ 2.17 Granted - - Vested (116,875 ) 2.17 Forfeited - - Nonvested on March 31, 2022 336,250 $ 2.18 The Company recognized stock-based compensation expense related to options granted and vesting expense of $193,624 during the three months ended March 31, 2022, of which $133,660 is included in general and administrative expenses and $59,964 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $777,456 with a weighted average vesting term of 0.62 years as of March 31, 2022. The Company recognized stock-based compensation expense related to options issued and vesting of $211,579 during the three months ended March 31, 2021, which is included in general and administrative expenses in the accompanying statements of operations. Warrants During the three months ended March 31, 2022 the Company granted no new warrants. During the three months ended March 31, 2021, the Company granted 875,000 warrants. For the three months ended March 31, 2022 there were no new warrants granted, therefore no fair value was assigned. For the three months ended March 31, 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, 2021 30,069,964 $ 1.67 4.38 Granted - - - Exercised - - - Expired or forfeited (57,350 ) 5.79 - Outstanding March 31, 2022 30,012,614 $ 1.66 4.27 Nonvested Warrants Number Weighted- Nonvested on December 31, 2021 4,628,334 $ 1.51 Granted - - Vested (4,598,334 ) 1.50 Forfeited - Nonvested on March 31, 2022 30,000 $ 1.92 The Company recognized stock-based compensation expense related to warrants granted and vesting expense of $26,262 and $89,883 during the three months ended March 31, 2022 and March 31, 2021, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $78,787 with a weighted average vesting term of 0.50 years as of March 31, 2022. Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Nonvested December 31, 2021 778,250 $ 1.92 Granted 582,200 0.45 Vested (287,850 ) 1.00 Forfeited (43,950 ) 2.00 Nonvested March 31, 2022 1,028,650 $ 1.35 The Company recognized stock-based compensation expense related to RSUs granted and vesting expense of $377,671 and zero during the three months ended March 31, 2022 and March 31, 2021, respectively, of which, $288,346 is included in general and administrative and $89,325 is included in research and development in the accompanying Statements of Operations. The remaining value to be expensed is $1,197,321 with a weighted average vesting term of 0.97 years as of March 31, 2022. During the three months ended March 31, 2022, the Company granted a total of 582,200 RSUs. As of March 31, 2022, 287,850 of these RSUs vested and the Company issued 287,850 shares of common stock for the 287,850 vested RSUs. |