Stock Options and Warrants |
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Stock Options and Warrants |
Note 6 – Stock Options and Warrants The Company has one active stock-based equity plan at November 30 , 2019, the CytoDyn Inc. 2012 Equity Incentive Plan, as amended (the “2012 Plan”), and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the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”). The 2012 Plan was approved by stockholders at the Company’s 2012 annual meeting to replace the 2004 Plan. The 2012 Plan was amended by stockholder approval in February 2015 to increase the number of shares available for issuance from 3,000,000 to 5,000,000 shares of common stock and in March 2016 to increase the number of shares available for issuance from 5,000,000 to 7,000,000 shares of common stock. At the annual meeting of stockholders held on August 24, 2017, the stockholders approved an amendment to the 2012 Plan to increase the number of shares available for issuance from 7,000,000 to 15,000,000 shares of common stock. At a special meeting of stockholders held on May 22, 2019, the stockholders approved an amendment to the 2012 Plan to increase the number of shares available for issuance from 15,000,000 to 25,000,000 shares of common stock. As of Nov 3ember
0 , 2019, the Company had 8,171,644 shares available for future stock-based grants under the 2012 Plan, as amended. Stock Options During the
six months ended November 30 , 2019, the Company granted annual stock option awards to directors to purchase a total of 1,975,000 shares of common stock. The exercise prices of the stock option awards ranges between $0.385 and $0.52 per share. 1,000,000 stock options vest immediately and the remaining awards vest quarterly over one year and have a The grant date fair value related to these stock options was $413,774.ten -year term.During the
six months ended November 30 , 2019, the Company granted stock options, covering an aggregate of 1,787,500 shares of common stock, to executive management, employees and consultants with exercise prices ranging between $0.30 and $0.52 per share, except for one award of 50,000 shares which has an exercise price of $0.90 and represented a supplemental award related to a previous rescission, and which vested immediately. The awards granted to the consultants totaled 400,000 stock options, 200,000 of which vested immediately, 100,000 of which vested on December 12, 2019 and 100,000 of which will vest on April 7, 2020. Stock option awards covering an additional 1,112,500 shares granted to executive management and employees vest in 12 equal monthly installments and
have a The remaining stock option awards ten -year term. granted to executive mana vest annually over g
e
ment and employees
three years, with a
ten -year term. The grant date fair valu $331,317.e of
related to these stock options was On August 12, 2019, Gregory Gould, a member of the Company’s Board of Directors, resigned. On September 12,
2019 Carl Dockery, a member of the Company’s Board of Directors did not stand for re-election. 90 days after the cessation of their service, any vested and unexercised options in their names were returned to the pool of shares available for future stock-based grants under the 2012 Plan.Warrants During the six months ended November 30
, 2019, in connection with registered direct offering
s , as fully described in Note 11, the Company issued warrants covering 11,987,250 shares of common stock to investors. The investor warrants have afive -year term and an exercise prices ranging between
of $0.40
and $0.444
per share.
During the
six months ended November 30
, 2019, in connection with Series C convertible preferred
offerings
, as fully described in Note 4, the Company issued common stock warrants covering a total of 9,601,000 shares of common stock to investors. The investor warrants have a
five -year term and exercise prices ranging between $0.30 and
$0.50 per share.
During the six months ended November 30, 2019, in connection with extension and conversion of short-term convertible notes, the Company issued common stock warrants covering a total of 4,750,000 shares of common stock to investors. The investor warrants have a five -year term and exercise prices ranging between $0.30 and $0.45 per share. Compensation expense related to stock options, compensatory warrants and common stock reserved for advisory services for the three
and six months ended November 30
, 2019 and
November 30
, 2018 was approximately $1.0
million and $434,000 and respectively. The grant date fair value of options and compensatory warrants vested during the $1.5 million and
$ 1.2 millionsix
- month periods ended November 30
, 2019 and
November 30
, 2018 was approximately $907,000 and $1.2
million respectively. As of November 30
, 2019, there was approximately $1.1 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 0.72 years.
The following table represents stock option and warrant activity as of and for the
six months ended November 30
, 2019:
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