| NOTE G-STOCKHOLDERS' EQUITY | Preferred
Stock Under
the CompanyÂ’s Certificate of Incorporation, the Board of Directors is authorized, without further stockholder action, to
provide for the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, to
establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. On
November 13, 2013, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating
32,992 shares of its authorized but unissued shares of preferred stock as Series E Stock. On
August 22, 2013, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating
4,600 shares of its authorized but unissued shares of preferred stock as Series D Stock. On
July 22, 2013, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating
5,369 shares of its authorized but unissued shares of preferred stock as Series C Stock. On
February 25, 2013, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating
1,600 shares and 500 shares of its authorized but unissued shares of preferred stock as Series B-1 Convertible Preferred Stock
(the “Series B-1 Stock”) and Series B-2 Convertible Preferred Stock (the “Series B-2 Stock” and together with
the Series B-1 Stock, the “Series B Stock”), respectively. On
December 8, 2011, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware designating
7,500 shares of its authorized but unissued shares of preferred stock as Series A Stock. Series
E Stock As further
discussed in Note D above, on November 13, 2013 the Company issued 32,992 shares of its Series E Stock, which are convertible
into an aggregate of 3,299,200 shares of common stock, as partial consideration to acquire certain assets of Phyxius Pharma, Inc.
pursuant to the Asset Purchase Agreement. The
rights, preferences and privileges of the Series E Stock are set forth in the Certificate of Designation of Series E Convertible
Preferred Stock (the “Certificate of Designation”) that the Company filed with the Secretary of State of the State
of Delaware on November 13, 2013. Each share of Series E Stock will automatically convert into 100 shares of common
stock following receipt of stockholder approval for the transaction. Approximately 11% of the shares of converted common
stock vest immediately upon receipt of stockholder approval for the transaction, while the remainder will vest upon achievement
of certain performance milestones related to the development and commercialization of the levosimendan product in North America. In
addition, all unvested converted common stock will vest if certain change of control transactions or significant equity financings
occur within 24 months of the closing of the Acquisition. The number of shares of common stock into which the Series
E Stock converts is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization
transactions. The Series E Stock does not carry dividend or a liquidation preference. The Series E Stock
carries voting rights aggregating 4.99% of the CompanyÂ’s common stock voting power immediately prior to the closing of the
Acquisition. During
the year ended April 30, 2014, all 32,992 shares of Series E Stock were converted into 3,299,200 shares of common stock. As of
April 30, 2015 there were no shares of Series E Stock outstanding. Series
D Stock On
August 22, 2013, the Company closed its private placement of an aggregate of $4.6 million of shares of the CompanyÂ’s Series
D Stock to JP SPC 3 obo OXBT FUND, SP (“OXBT Fund”). In connection with the purchase of shares of Series
D Stock, OXBT Fund received a warrant to purchase 2,358,975 shares of common stock at an exercise price equal to $2.60 (the “Series
D Warrant”). As consideration for the sale of the Series D Stock and Series D Warrant, $4.6 million in outstanding
principal amount of a Note issued by the Company on July 1, 2011 and held by OXBT Fund was cancelled. The Note carried
interest at a rate of 15% per annum and matured on July 1, 2014. Mr. Gregory Pepin, one of the CompanyÂ’s directors,
is the investment manager of OXBT Fund. Pursuant to the terms of a lock-up agreement (the “Lock-Up Agreement”)
executed prior to the closing, OXBT Fund and its affiliates are prohibited from engaging in certain transactions with respect
to shares of the CompanyÂ’s common stock and common stock equivalents until such time as the lead investor in the CompanyÂ’s
offering of Series C Stock ceases to own at least 25% of the shares of Series C Stock originally issued to such investor. The
table below sets forth a summary of the designation, powers, preferences and rights of the Series D Stock.
Conversion Subject
to certain ownership limitations, the Series D Stock is convertible at any time at the option of the holder into shares
of the CompanyÂ’s common stock at a conversion ratio determined by dividing the stated value of the Series C Stock
(or $1,000) by a conversion price of $1.95 per share. The conversion price is subject to adjustment in the case of stock
splits, stock dividends, combinations of shares and similar recapitalization transactions. Until
such time that for at least 25 trading days during any 30 consecutive trading days, the volume weighted average price
of the CompanyÂ’s common stock exceeds 250% of the initial conversion price, if the Company sells or grants any option
to purchase or sell any common stock or common stock equivalents entitling any person to acquire shares of common stock
at an effective price per share that is lower than the then conversion price, or the Base Conversion Price, then the conversion
price shall be reduced to equal the Base Conversion Price
Dividends
and Make-Whole Payment Until
the third anniversary of the date of issuance of the Series D Stock, the holder of the Series D Stock is entitled to receive
dividends at the rate of 8% per annum of the stated value for each share of Series D Stock held by such holder payable
quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the original issue date,
and on each dividend payment date. The Company can elect to pay the dividends in cash or in duly authorized,
validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. If the Company
pays the dividends in shares of common stock, the shares used to pay the dividends will be valued at 90% of the average
volume weighted average price for the 20 consecutive trading days ending on the trading day immediately prior to the applicable
dividend payment date. From and after the third anniversary of the date of issuance of the Series D Stock,
the holder of Series D Stock will be entitled to receive dividends equal, on an as-if-converted to common stock basis,
to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid
on shares of common stock. The Company has never paid dividends on its common stock and the Company does not
intend to do so for the foreseeable future. In
the event OXBT Fund converts its Series D Stock prior to the third anniversary of the date of issuance of the Series D
Stock, the Company must also pay to OXBT Fund in cash, or at the CompanyÂ’s option in common stock valued as described
above, or a combination of cash and shares of common stock, with respect to the Series D Stock so converted, an amount
equal to $240 per $1,000 of the stated value of the Series D Stock, less the amount of any dividends paid in cash or in
common stock on such Series D Stock on or before the date of conversion.
Liquidation Upon
any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities
of the Company, but before any distribution or payment is made to the holders of any junior securities, the holder of
Series D Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders
an amount equal to $1,000 per share, after which any remaining assets of the Company shall be distributed among the holders
of the other class or series of stock in accordance with the CompanyÂ’s Certificate of Incorporation.
Voting
rights Shares
of Series D Stock will generally have no voting rights, except as required by law and except that the consent of the holder
of the outstanding Series D Stock will, among other things, be required to amend the terms of the Series D Stock. During
the year ended April 30, 2014, 4,600 shares of Series D Stock were converted into 2,358,974 shares of common stock and the Company
issued 576,084 shares of its common stock in the form of Series D Stock dividends. As of April 30, 2015 there were no shares of
Series D Stock outstanding. Series
C Stock On
July 21, 2013, the Company entered into a Securities Purchase Agreement with certain investors providing for the issuance and
sale by the Company (the “Series C Offering”) of an aggregate of approximately $5.4 million of shares of the Company’s
Series C Stock, which are convertible into a combined total of 2,753,348 shares of common stock (the “Conversion Shares”). In
connection with the purchase of shares of Series C Stock in the Series C Offering, each investor will receive a warrant to purchase
a number of shares of common stock equal to 100% of the number of Conversion Shares at an exercise price equal to $2.60 (the “Warrants”). On
July 23, 2013, the Company sold 5,369 units for net proceeds of approximately $4.9 million. The
table below sets forth a summary of the designation, powers, preferences and rights of the Series C Stock.
Conversion Subject
to certain ownership limitations, the Series C Stock is convertible at any time at the option of the holder into shares
of the CompanyÂ’s common stock at a conversion ratio determined by dividing the stated value of the Series C Stock
(or $1,000) by a conversion price of $1.95 per share. The conversion price is subject to adjustment in the case of stock
splits, stock dividends, combinations of shares and similar recapitalization transactions. Until
such time that for at least 25 trading days during any 30 consecutive trading days, the volume weighted average price
of the CompanyÂ’s common stock exceeds 250% of the initial conversion price, if the Company sells or grants any option
to purchase or sell any common stock or common stock equivalents entitling any person to acquire shares of common stock
at an effective price per share that is lower than the then conversion price, or the Base Conversion Price, then the conversion
price shall be reduced to equal the Base Conversion Price
Dividends
and Make-Whole Payment Until
the third anniversary of the date of issuance of the Series C Stock, each holder of the Series C Stock is entitled to
receive dividends at the rate of 8% per annum of the stated value for each share of Series C Stock held by such holder
payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the original issue
date, and on each dividend payment date. The Company can elect to pay the dividends in cash or in duly authorized,
validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. If the Company
pays the dividends in shares of common stock, the shares used to pay the dividends will be valued at 90% of the average
volume weighted average price for the 20 consecutive trading days ending on the trading day immediately prior to the applicable
dividend payment date. From and after the third anniversary of the date of issuance of the Series C Stock,
each holder of Series C Stock will be entitled to receive dividends equal, on an as-if-converted to common stock basis,
to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid
on shares of common stock. The Company has never paid dividends on its common stock and the Company does not
intend to do so for the foreseeable future. In
the event a holder converts his, her or its Series C Stock prior to the third anniversary of the date of issuance of the
Series C Stock, the Company must also pay to the holder in cash, or at the CompanyÂ’s option in common stock valued
as described above, or a combination of cash and shares of common stock, with respect to the Series C Stock so converted,
an amount equal to $240 per $1,000 of the stated value of the Series C Stock, less the amount of any dividends paid in
cash or in common stock on such Series C Stock on or before the date of conversion.
Liquidation Upon
any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities
of the Company, but before any distribution or payment is made to the holders of any junior securities, the holders of
Series C Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders
an amount equal to $1,000 per share, after which any remaining assets of the Company shall be distributed among the holders
of the other class or series of stock in accordance with the CompanyÂ’s Certificate of Incorporation.
Voting
rights Shares
of Series C Stock will generally have no voting rights, except as required by law and except that the consent of holders of
a majority of the outstanding Series C Stock will, among other things, be required to amend the terms of the Series C Stock. During
the year ended April 30, 2014, 5,369 shares of Series C Stock were converted into 2,753,327 shares of common stock and the Company
issued 831,401 shares of its common stock for the payment of $1,288,560 as dividends on the Series C Stock. As of April 30, 2015
there were no shares of Series C Stock outstanding. Series
B Stock On
February 22, 2013, the Company entered into a Securities Purchase Agreement with an institutional investor providing for the issuance
and sale by the Company of $1.6 million of shares of the CompanyÂ’s Series B-1 Stock and $0.5 million of shares of the Company's
Series B-2 Stock which are convertible into a combined total of 420,000 shares of common stock, subject to adjustment for subsequent
equity sales. On
February 27, 2013, the Company sold 2,100 units for net proceeds of approximately $1.9 million. Each unit sold consisted of (i)
one share of the CompanyÂ’s Series B Stock and (ii) a Warrant representing the right to purchase 300 shares of common stock
at a price of $1,000 per unit, less issuance costs. The shares of Series B Stock were immediately convertible upon issuance. The
table below sets forth a summary of the designation, powers, preferences and rights of the Series B Stock.
Dividends No
dividends shall be paid on shares of Preferred Stock.
Conversion Holders
may elect to convert shares of Series B Stock into shares of common stock at the then-existing conversion price at any
time. The initial conversion price is $5.00 per share of common stock, and is subject to certain adjustments,
including an anti-dilution provision that reduces the conversion price upon the issuance of any common stock or securities
convertible into common stock at an effective price per share less than the conversion price and a one-time price reset
following the effectiveness of a reverse split of the CompanyÂ’s outstanding common stock.
Liquidation
preference In
the event of the CompanyÂ’s voluntary or involuntary dissolution, liquidation or winding up, each holder of Series
B Stock will be entitled to be paid a liquidation preference equal to the initial stated value of such holderÂ’s Series
B Stock of $1,000 per share, plus accrued and unpaid dividends and any other payments that may be due on such shares,
before any distribution of assets may be made to holders of capital stock ranking junior to the Series B Stock.
Voting rights Shares
of Series B Stock will generally have no voting rights, except as required by law and except that the consent of holders of
a majority of the outstanding Series B Stock will among other things, be required to amend the terms of the Series B Stock. The
Company will not affect any conversion of the Series B Stock, nor shall a holder convert its shares of Series B Stock, to the
extent that such conversion would cause the holder to have acquired, through conversion of the Series B Stock or otherwise, beneficial
ownership of a number shares of common stock in excess of 4.99% of the common stock outstanding immediately preceding the conversion. During
the year ended April 30, 2014, 987 shares of Series B Stock were converted into 644,915 shares of common stock. As
of April 30, 2015 there were no shares of Series B Stock outstanding. Series
A Stock On
December 12, 2011, the Company sold 3,500 units for net proceeds of approximately $3.2 million. Each unit sold consisted of (i)
one share of the CompanyÂ’s Series A Stock and (ii) a warrant representing the right to purchase 11.275 shares of common stock
(the “2011 Warrants”), at a price of $1,000 per unit, less issuance costs. The shares of Series A Stock were immediately
convertible and the 2011 Warrants are exercisable on the one-year anniversary of the closing date. On
June 15, 2012, the Company sold an additional 2,500 units for net proceeds of approximately $2.3 million. Each unit sold consisted
of (i) one share of the CompanyÂ’s Series A Stock and (ii) a 2011 Warrant, at a price of $1,000 per unit, less issuance costs.
The shares of Series A Stock were immediately convertible and the 2011 Warrants are exercisable beginning on the one-year anniversary
of the closing date. During
fiscal 2013, the final outstanding shares of Series A Stock were converted into shares of common stock and there were no shares
of Series A Stock outstanding as of April 30, 2015 and April 30, 2014. On
February 23, 2015, the Company filed certificates of elimination (the “Certificates of Elimination”) with the Secretary
of State of Delaware effecting the elimination of the Certificates of Designations with respect to the Series A Stock, Series
B-1 Stock, Series B-2 Stock, Series C Stock, Series D Stock and Series E Stock. No shares of the Preferred Stock were
outstanding at the time of the filing of the Certificates of Elimination. The Certificates of Elimination, which were
effective upon filing, canceled the CompanyÂ’s Series A Stock, Series B-1 Stock, Series B-2 Stock, Series C Stock, Series
D Stock and Series E Stock. At the time of filing the Certificates of Elimination, no shares of preferred stock remained outstanding.
As of April 30, 2015, 10,000,000 shares of preferred stock are undesignated. Common
Stock The
CompanyÂ’s Certificate of Incorporation authorizes it to issue 400,000,000 shares of $0.0001 par value common stock. As of
April 30, 2015 and 2014, there were 28,119,520 and 27,858,000 shares of common stock issued and outstanding. Warrants On
November 11, 2014, the Company issued common stock warrants in connection with the execution of a service agreement for investor
relations and corporate communications. As part of the compensation under the agreement, the Company issued up to 175,000 warrants
at an exercise price of $4.00 per share and contractual term of 5 years. The warrant is initially exercisable for 25,000 shares
of common stock, and the number of shares of common stock exercisable under this warrant will be automatically increased by 50,000
upon the first occurrence of market price goals of $6.00, $8.00 and $10.00, respectively, during the eighteen month period beginning
on the effective date. In accordance with ASC 815, these warrants are classified as equity and their estimated fair-value of $478,115
was recorded as an operating expense in the consolidated statement of operations and as additional paid in capital during the
year ended April 30, 2015. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based
on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants,
risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. Series
D Warrants On
August 22, 2013, the Company closed its private placement of an aggregate of $4.6 million shares of the CompanyÂ’s Series
D Stock to OXBT Fund. In connection with the purchase of shares of Series D Stock, OXBT Fund received the Series D
Warrant to purchase 2,358,975 shares of common stock at an exercise price equal to $2.60 and contractual term of 6 years. In accordance
with ASC 815, these warrants are classified as equity and their relative fair-value of $1,531,167 was recognized as a deemed dividend
on the Series D Stock during the year ended April 30, 2014. The estimated fair value is determined using the Black-Scholes Option
Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual
term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common
stock. The
Series D Warrant is exercisable beginning on the date of issuance and expires on August 22, 2019. The exercise price
and the number of shares issuable upon exercise of Series D Warrant is subject to appropriate adjustment in the event of recapitalization
events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the
CompanyÂ’s common stock, and also upon any distributions of assets, including cash, stock or other property to the CompanyÂ’s
stockholders. In addition, if stockholder approval for the transaction is obtained, the Series D Warrant will be subject
to anti-dilution provisions until such time that for 25 trading days during any 30 consecutive trading day period, the volume
weighted average price of the CompanyÂ’s common stock exceeds $6.50 and the daily dollar trading volume exceeds $350,000 per
trading day. On
January 30, 2014, the Company entered into an agreement with the OXBT Fund to amend the terms of the outstanding Series D Warrants.
The amendment replaced the price protection anti-dilution provision of each warrant with a covenant that the Company will not
issue common stock or common stock equivalents at an effective price per share below the exercise price of such warrant without
prior written consent, subject to certain exceptions. The
Series D Stock and the Series D Warrant were issued and sold without registration under the Securities Act in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar
exemptions under applicable state laws. Accordingly, OXBT Fund may exercise the Warrant and sell the Series D Stock
and underlying shares only pursuant to an effective registration statement under the Securities Act covering the resale of those
securities, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act. During
the year ended April 30, 2015, the Company received proceeds of $544,000 and issued 209,230 shares of common stock upon the exercise
of the Series D warrants. As of April 30, 2015, 2,149,745 Series D Warrants are outstanding. Series
C Warrants On
July 23, 2013, as part of the offering of Series C Stock, the Company issued 2,753,348 Series C Warrants at an exercise price
of $2.60 per share and contractual term of 6 years. In accordance with ASC 815, these warrants are classified as equity and their
relative fair-value of $1,867,991 was recognized as a deemed dividend on the Series C Stock during the year ended April 30, 2014.
The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying
common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected
dividends and expected volatility of the price of the underlying common stock. In
connection with the Series C Offering described above, the Company entered into a Placement Agency Agreement (the “Placement
Agency Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) pursuant to which the Placement
Agent agreed to act as the CompanyÂ’s exclusive placement agent for the Series C Offering. In accordance with the Placement
Agency Agreement, on July 23, 2013 the Company issued to the Placement Agent warrants to purchase 53,539 shares of common stock
at an exercise price of $2.4375 per share and a contractual term of 3 years. In accordance with ASC 815, these warrants are classified
as equity and their relative fair-value of $51,231 was recognized as additional paid in capital during the year ended April 30,
2014. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying
common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected
dividends and expected volatility of the price of the underlying common stock. During
the year ended April 30, 2014, the Company received cash of approximately $6.5 million and issued 2,512,825 shares of common stock
upon the exercise of outstanding Series C Warrants. As of April 30, 2015, 240,523 Series C Warrants are outstanding. In
accordance with ASC 815-40-35-8, the company reassessed the classification of the remaining Series C Warrants. On November 11,
2013, the Company satisfied certain contractual obligations pursuant to the Series C offering which caused certain “down-round”
price protection clauses in the outstanding warrants to become effective on that date. In accordance with ASC 815-40-35-9, on
November 11, 2013, the Company reclassified these warrants as a current liability and recorded a warrant liability of $1,082,941
which represents the fair market value of the warrants at that date. The initial fair value recorded as warrants within stockholdersÂ’
equity of $233,036 was reversed and the change in fair value was recorded as a component of other expense. The
estimated fair value is determined using the Monte Carlo Model which is based on the value of the underlying common stock at the
valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends, expected
volatility of the price of the underlying common stock as well as other estimates and assumptions. As of
April 30, 2015, the fair value of the warrant liability was $572,445. The Company recorded a gain of $382,431 and a loss of $721,840
for the change in fair value of this warrant liability on the consolidated statement of operations for the years ended April 30,
2015 and 2014, respectively. Series
B Warrants In
connection with the issuance of 2,100 shares of Series B Preferred Stock described above, on February 27, 2013 the Company issued
Class A and Class B warrants to purchase an aggregate of 630,000 shares of common stock. The warrants were issued at an initial
exercise price equal to $10.00 and were immediately exercisable. The Class A warrants were issued with a six-year term and the
Class B warrants were issued with a two-year term. During
the year ended April 30, 2014, the Company received proceeds of $567,000 and issued 630,000 shares of common stock upon the exercise
of the Series B warrants. As of April 30, 2015, there were no Series B warrants outstanding. The
following table summarizes the CompanyÂ’s warrant activity for the year ended April 30, 2015 and 2014 :
Warrants Weighted
Average Exercise Price
Outstanding
at April 30, 2013 759,410 $ 11.00
Issued 5,165,862 2.60
Exercised (3,161,145 ) 2.26
Forfeited (1,661 ) 126.00
Outstanding
at April 30, 2014 2,762,466 $ 4.28
Issued 175,000 4.00
Exercised (209,230 ) 2.60
Outstanding
at April 30, 2015 2,728,236 $ 4.39 During
the years ended April 30, 2015 and 2014, the Company received approximately $544,000 and $7.1 million and issued 209,230 and 3,161,145
shares of common stock, respectively upon the exercise of outstanding warrants . 1999
Amended Stock Plan In
October 2000, the Company adopted the 1999 Stock Plan, as amended and restated on June 17, 2008 (the “Plan”). Under
the Plan, with the approval of the Compensation Committee of the Board of Directors, the Company may grant stock options, restricted
stock, stock appreciation rights and new shares of common stock upon exercise of stock options. On September 30, 2011, the CompanyÂ’s
stockholders approved an amendment to the Plan which increased the amount of shares authorized for issuance under the Plan to
300,000, up from 40,000 previously authorized. Pursuant
to the Asset Purchase Agreement described in Note D above, the Company agreed to propose that its stockholders approve an amendment
to the CompanyÂ’s 1999 Stock Plan to increase the amount of stock options authorized for issuance under the 1999 Stock Plan
to not less than 4,000,000 shares of common stock. On March 13, 2014, at the special meeting of stockholders, the CompanyÂ’s
stockholders approved an amendment to the Plan to increase the number of shares of common stock authorized for issuance under
the Plan to 4,000,000 shares of common stock. In accordance with terms of the Acquisition, the Company issued an aggregate of
3,572,880 stock options with a grant date fair value of $15,818,512, to the Chief Executive Officer, the Chief Financial Officer,
the Executive Vice President, Business and Commercial Operations and the Executive Vice President, Regulatory Affairs. During
the year ended April 30, 2014, the Company recorded approximately $7.9 million of compensation expense for the vested options
in its consolidated statements of operations. An additional $7.9 million of compensation expense related to these grants will
be recognized as performance vesting conditions are achieved. As
of April 30, 2015 the Company had 122,399 shares of common stock available for grant under the Plan. The
following table summarizes the shares available for grant under the Plan for the year ended April 30, 2015 and 2014:
Shares
Available for Grant
Balances,
at April 30, 2013 282,726
Additional
shares reserved 3,600,000
Options granted (3,637,822 )
Options cancelled/forfeited 1,300
Restricted
stock granted (135,662 )
Restricted
stock cancelled/forfeited 44,866
Balances,
at April 30, 2014 155,408
Options granted (50,225 )
Options cancelled/forfeited 4,785
Restricted
stock granted (2,624 )
Restricted
stock cancelled/forfeited 15,055
Balances,
at April 30, 2015 122,399 Plan
Stock Options Stock
options granted under the Plan may be either incentive stock options (“ISOs”), or nonqualified stock options (“NSOs”).
ISOs may be granted only to employees. NSOs may be granted to employees, consultants and directors. Stock options under the Plan
may be granted with a term of up to ten years and at prices no less than fair market value for ISOs and no less than 85% of the
fair market value for NSOs. Stock options granted generally vest over one to three years. The
following table summarizes the outstanding stock options under the Plan for the years ended April 30, 2015 and 2014:
Outstanding
Options
Number
of Shares Weighted
Average Exercise Price Aggregate
Intrinsic Value
Balances,
at April 30, 2013 11,336 $ 57.00
Options granted 3,637,822 $ 5.64
Options cancelled (1,300 ) $ 43.90
Balances,
at April 30, 2014 3,647,858 $ 5.79
Options granted 50,225 $ 4.82
Options cancelled (4,785 ) $ 63.84
Balances,
at April 30, 2015 3,693,298 $ 5.70 $ 3 (1)
(1) Amount
represents the difference between the exercise price and $3.42, the closing price of Tenax TherapeuticsÂ’ stock on April
30, 2015, as reported on The NASDAQ Capital Market, for all in-the-money options outstanding. The
following table summarizes all options outstanding as of April 30, 2015:
Options
Outstanding at April 30, 2015 Options
Exercisable and Vested at April 30, 2015
Exercise
Price Number of
Options Weighted
Average Remaining Contractual Life (Years) Number of
Options Weighted
Average Exercise Price
$ 3.22 to $5.65 3,712,818 5.1 1,851,196 $ 5.63
$ 14.80 to $59.80 4,477 5.7 4,445 $ 39.30
$ 60.80 to $102.00 297 4.6 297 $ 82.28
$ 111.60
to $138.00 706 4.3 706 $ 122.66
3,718,298 5.1 1,856,644 $ 5.77 The
following table summarizes options outstanding that have vested and are expected to ve |
