Note 7. Equity Awards and Warrants

The Company has one active stock-based equity plan at May 31, 2021, the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the “Incentive Plans”). In September 2020, the stockholders approved the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan to increase the number of shares available for issuance from 25 million to 50 million shares, among other amendments. The total number of shares available to be issued will increase on the first day of each fiscal year in an amount equal to 1% of the total outstanding shares on the last day of the prior fiscal year, and the term of the Plan was extended for an additional 10 years to September 30, 2030. As of May 31, 2021, the Company had 15.3 million shares available for future stock-based grants under the 2012 Plan.

Stock Options and Other Equity Awards

During the fiscal year ended May 31, 2021, the Company granted stock options, covering a total of approximately 2.3 million shares of common stock to non-executive employees and consultants, with exercise prices ranging between $2.02 and $6.15 per share. These stock option awards vest annually over three years, with a ten-year term and grant date fair values ranging between $1.53 and $4.46 per share.

During the fiscal year ended May 31, 2021, the Company issued approximately 2.6 million shares of common stock in connection with the exercise of stock options. The stated exercise prices ranged from $0.30 to $1.40 per share which

resulted in aggregate gross proceeds of approximately $1.8 million to the Company. As of May 31, 2021 and May 31, 2020 approximately 12.8 million and 12.9 million vested stock options and approximately 5.8 million and 2.7 million unvested stock options were outstanding, respectively.

Upon stockholder approval of the amended 2012 Plan in September 2020, the Company issued to executives of the Company non-qualified stock options covering 3.35 million shares of common stock, time-vested restricted stock units (“RSUs”) covering 1.12 million shares of common stock, and performance-based RSUs (“PSUs”) covering 4.35 million shares of common stock (the “September 2020 Performance Shares”). The stock options have a per share exercise price of $3.12, grant date fair value of $2.12 per share, and vest in three equal installments beginning on the first anniversary of the grant date. The RSUs similarly vest over three years and have a grant date fair value of $3.12 per share. The issuance of common stock underlying the PSUs granted for performance in fiscal year ending May 31, 2021 are subject to the Compensation Committee’s determination if, and to what extent, certain performance conditions set forth in the awards are met. On June 25, 2020, the Board approved the grant of stock options to three non-employee directors covering a total of 675,000 shares of common stock as the equity portion of the annual director compensation program, of which 506,250 options were subject to stockholder approval of the amended 2012 Plan. The options were issued with a per share exercise price of $6.15 and grant date fair value of $4.20 per share, and vested in four equal quarterly installments beginning on August 31, 2020.

Warrants

During the fiscal year ended May 31, 2021, the Company issued compensatory warrants covering a total of approximately 0.1 million shares of common stock to consultants. The warrants have a five-year term and an exercise price of $3.07. The grant date fair value of these warrants was $2.11 per share.

During the fiscal year ended May 31, 2021, the Company issued approximately 27.3 million shares of common stock in connection with the exercise of an equal number of warrants. The stated exercise prices ranged from $0.30 to $1.35 per share, which resulted in aggregate gross proceeds of approximately $19.4 million. Additionally, during the fiscal year ended May 31, 2021, the Company issued approximately 10.6 million shares of common stock in connection with the cashless exercise of approximately 11.7 million warrants with stated exercise prices ranging from $0.40 to $1.35. In connection with various private warrant exchange agreements during the fiscal year ended May 31, 2021, the Company issued approximately 37.1 million shares of common stock in connection with the exercise of approximately 34.1 million warrants. See Note 11.

Compensation expense related to stock options and warrants for the fiscal years ended May 31, 2021, May 31, 2020 and May 31, 2019 was approximately $8.8 million, $6.5 million and $3.4 million, respectively. The grant date fair value of options and warrants vested during the fiscal years ended May 31, 2021, May 31, 2020, and May 31, 2019 was approximately $4.7 million, $3.3 million, and $2.1 million, respectively. As of May 31, 2021, there was approximately $8.2 million of unrecognized compensation expense related to share-based payments for unvested options, which is expected to be recognized over a weighted-average period of approximately 1.46 years.

The following table represents stock option and warrant activity for the years ended May 31, 2020 and May 31, 2021:

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