Quarterly report pursuant to Section 13 or 15(d)

Stock-based Payments

v3.23.1
Stock-based Payments
3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-based Payments

Note 5 – Stock-based Payments

 

Equity incentive Plans

 

2013 Stock Incentive Plan

 

On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 2,162 shares of the Company’s Common Stock. As of March 31, 2023, grants of restricted stock and options to purchase 1,406 shares of Common Stock have been issued pursuant to the 2013 Plan, and 756 shares of Common Stock remain available for issuance.

 

2016 Stock Incentive Plan

 

On December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (“2016 Plan”). The 2016 Plan provides for the issuance of up to 50,000,000 shares of the Company’s Common Stock. As of March 31, 2023, grants of options to purchase 4,188,315 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available for issuance.

 

2017 Stock Incentive Plan

 

On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 3,516 shares of the Company’s Common Stock. As of March 31, 2023, grants of restricted stock and options to purchase 2,538 shares of Common Stock have been issued pursuant to the 2017 Plan, and 978 shares of Common Stock remain available for issuance.

 

2018 Stock Incentive Plan

 

On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 560,063 shares of the Company’s Common Stock. As of March 31, 2023, grants of RSUs and restricted stock to purchase 263,026 shares of Common Stock have been issued pursuant to the 2018 Plan, and 297,037 shares of Common Stock remain available for issuance.

 

 

2021 Stock Incentive Plan

 

On April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan provides for the issuance of up to 7,228,184 shares of the Company’s Common Stock. As of March 31, 2023, grants of RSUs and stock options to purchase 3,149,207 shares of Common Stock have been issued pursuant to the 2021 Plan, and 4,078,977 shares of Common Stock remain available for issuance.

 

Stock Options

 

The following table summarizes the activities for MyMD stock options for the three months ended March 31, 2023:

 

                      Weighted        
                      Average        
          Weighted     Weighted     Remaining        
    Number     Average     Average     Contractual     Aggregate  
    of     Exercise     Grant Date     Term     Intrinsic  
    Shares     Price     Fair Value     (years)     Value  
Balance at December 31, 2022     4,476,737     $ 2.64     $     2.64       0.64     $          -  
Granted     -       -       -       -     $ -  
Exercised     -       -       -       -       -  
Forfeited     -       -       -       -       -  
Canceled/Expired     -       -       -       -       -  
Balance at March 31, 2023     4,476,737       2.64       2.64       0.40     $ -  
Exercisable as of March 31, 2023     4,376,737       2.61       2.61       0.27     $ -  

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.72 for the Company’s common shares on March 31, 2023 and the closing stock price of $1.15 for the Company’s common shares on December 31, 2022.

 

During the three months ended March 31, 2023 and 2022, the Company incurred stock option expenses totaling $69,068 and $81,002, respectively. The unamortized stock option expenses as of March 31, 2023 and 2022 totaled $44,780 and $636,658, respectively.

 

 

Restricted Stock Units

 

On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 2,795,000 Restricted Stock Units to the Company’s six directors and seven key employees. Each RSU had a grant date fair value of $8.09 which will be amortized upon vesting into administrative expenses within the Condensed Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2021 Plan. Vesting of each RSU is:

 

  One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period.
     
  One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period.
     
  The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period.
     
  In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event.

 

As of March 31, 2023, none of the vesting milestones have been met.

 

The following is the status of outstanding unvested restricted stock units outstanding as of March 31, 2023 and the changes for the three months ended March 31, 2023:

 

 

          Weighted  
          Average  
    Number of     Grant Date  
    RSUs     Fair Value  
Balance at December 31, 2022     2,795,000     $ 8.09  
Granted     -       -  
Exercised     -       -  
Vested     -       -  
Forfeited     -       -  
Canceled/Expired     -       -  
Balance at March 31, 2023   $ 2,795,000     $ 8.09  

 

As of March 31, 2023, the unamortized value of the RSUs was $22,611,550.