Stock Options and Warrants |
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| Stock Options and Warrants |
Note 7 . Stock Options and Warrants The Company has one active stock-based equity plan at November 30, 2020, 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CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the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 November 30, 2020, the Company had approximately
15.7
million shares available for future stock-based grants under the 2012 Plan.
Stock Options Upon the September 30, 2020 stockholder approval of the Amended and Restated 2012 Plan, the Company issued to executives of the Company
non-qualified stock options covering 3.35 million shares of common stock, time-vesting 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 stock options have a per share exercise price of $3.12, grant date fair value of $2.12 per share, and vest equally over three years. The RSUs vest equally over three years and grant date fair value of $3.12 per share. The PSUs will vest over the next fiscal year only if certain performance conditions set forth in the awards are met. Concurrent with the stockholder approval, the Company also issued to its non-employee directors stock options covering a total of 506,250 shares of common stock, or 168,750 shares of common stock for each director, which represented the remaining portion of the annual director compensation for the fiscal year beginning June 1, 2020. The options were issued with a per share exercise price of $6.15, grant date fair value of $4.20 per share, and vest equally over three quarterly installments beginning November 30, 2020.
During the six months ended November 30, 2020, the Company granted stock options, covering an aggregate of 1.3
million shares of common stock, to employees and consultants with exercise prices ranging between $2.60 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 $1.84 and $4.23 per share.During the six months ended November 30, 2020, the Company issued 110,000 shares of common stock in connection with the exercise of stock options covering an aggregate of 110,000
shares. The stated exercise price ranged from $0.39 to
$0.98
per share which resulted in aggregate gross proceeds of
$48,300.
Warrants During the six months ended November 30, 2020, the Company issued compensatory warrants covering an aggregate of
105,000
shares of common stock to consultants. The warrants have a term and an exercise price of $3.07. The grant date fair value of these warrants was $2.11 per share.
During the six months ended November 30, 2020, the Company issued approximately 21.6 million shares of common stock, $0.001 par value, in connection with the exercise of approximately
21.6
million warrants. The stated exercise price ranged from
$0.30 to $1.35
per share, which resulted in aggregate gross proceeds of
approximately $15.2
million. Additionally, during the six months ended November 30, 2020, the Company issued approximately 8.9 million shares of common stock, $0.001 par value, in connection with the cashless exercise of approximately 9.6 million warrants with stated exercise prices ranging from $0.50 to $1.35.
Compensation expense related to stock options and warrants for the three and six months ended November 30, 2020 and November 30, 2019 was approximately $3.4 million and $5.5 million and $1.0 million and $1.5 million, respectively. The grant date fair value of options, warrants, and common stock vested during the six months ended November 30, 2020 and 2019 was approximately $3.0 million and $0.9 million, respectively. As of November 30, 2020, there was approximately $12.2 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 1.17 years. The following table represents stock option and warrant activity as of and for the six months ended November 30, 2020 (in thousands, except per share data):
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