Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.20.4
Stock-Based Compensation
12 Months Ended
Sep. 30, 2020
Stock-Based Compensation  
Stock-Based Compensation

13. Stock-Based Compensation

The Company has a 2016 Consolidated Stock Incentive Plan (the “2016 Plan”) and a 2019 Stock Incentive Plan (the “2019 Plan”), which provide for the issuance of incentive and non-incentive stock options, restricted and unrestricted stock awards, stock unit awards and stock appreciation rights. Options and restricted stock units granted generally vest over a period of one to four years and have a maximum term of ten years from the date of grant.  Upon completion of the Ohr Acquisition, the Company assumed the awards outstanding under the NeuBase Therapeutics, Inc. 2018 Equity Incentive Plan.

As of September 30, 2020, an aggregate of 3,783,114 shares of common stock were authorized under the 2019 Plan, subject to an “evergreen” provision that will automatically increase the maximum number of shares of Common Stock that may be issued under the term of the 2019 Plan. As of September 30, 2020, 981,827 common shares were available for future grants under the 2019 Plan. As of September 30, 2020, 291,667 shares of common stock were authorized under the 2016 Plan and 147,041 common shares were available for future grants under the 2016 Plan.

Stock Options

Below is a table summarizing the options issued and outstanding as of and for the years ended September 30, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

Average

 

Total

 

    

 

 

Average

 

Remaining 

 

Aggregate

 

 

 

 

Exercise

 

Contractual

 

Intrinsic

 

    

Stock Options

    

Price

    

Life (in years)

    

Value

Outstanding as of September 30, 2018

 

 —

 

$

 —

 

 

 

 

 

Assumed in connection with license acquired- Ohr

 

106,000

 

 

13.3

 

 

 

 

 

Granted

 

6,269,966

 

 

2.52

 

 

 

 

 

Outstanding at September 30, 2019

 

6,375,966

 

 

2.70

 

 

 

 

 

Granted

 

444,536

 

 

7.38

 

 

 

 

 

Exercised

 

(31,731)

 

 

5.42

 

 

 

 

 

Forfeited

 

(597,981)

 

 

5.42

 

 

 

 

 

Outstanding at September 30, 2020

 

6,190,790

 

 

2.76

 

8.4

 

$

30,616,018

Exercisable as of September 30, 2020

 

4,250,243

 

$

1.36

 

8.2

 

$

27,097,326

 

As of September 30, 2020, the unrecognized compensation costs of $4.2 million will be recognized over an estimated weighted-average amortization period of 1.3 years. The intrinsic value of stock options exercised during the year ended September 30, 2020 was $0.1 million. No options were exercised during the year ended September 30, 2019.

The weighted average grant date fair value of options granted during the year ended September 30, 2020 and 2019 was $5.23 and $2.31.  

Key assumptions used to estimate the fair value of the stock options granted during the years ended September 30, 2020 and 2019 included:

 

 

 

 

 

 

 

 

Year Ended September 30, 

 

    

2020

    

2019

Expected term of options (years)

 

6 - 7

 

1.6 - 7

Expected common stock price volatility

 

78% - 84.3%

 

75.6% - 78.4%

Risk-free interest rate

 

0.2% - 1.8%

 

1.8% - 2.5%

Expected dividend yield

 

 —

 

 —

 

Restricted Stock

A summary of the changes in the outstanding restricted stock during the years ended September 30, 2020 and 2019 is as follows:

 

 

 

 

 

 

 

 

 

    

 

 

    

Weighted Average

 

 

 

 

 

Grant Date

 

 

 

Unvested Restricted

 

Fair Value

 

 

 

Stock

 

Price

Unvested as of September 30, 2018

 

 

 —

 

$

 —

Granted

 

 

1,532,984

 

 

1.31

Vested

 

 

(1,526,109)

 

 

1.29

Unvested as of September 30, 2019

 

 

6,875

 

$

6.24

Granted

 

 

6,980

 

 

7.52

Vested

 

 

(13,855)

 

 

6.89

Unvested as of September 30, 2020

 

 

 —

 

$

 —

Total unrecognized expense remaining

 

$

 —

 

 

 

Weighted-average years expected to be recognized over

 

 

 0

 

 

 

 

During the year ended September 30, 2019, Legacy NeuBase sold restricted stock to consultants for services to be provided to Legacy NeuBase and entered into related restricted stock agreements. The gross proceeds from the sale of the restricted stock was approximately $1,000. The restricted stock was scheduled to vest over a period of 3 years, subject to accelerated vesting upon certain performance targets. Upon closing of the Ohr Acquisition, Legacy NeuBase accelerated the vesting of the restricted stock issued to the consultants.

The fair value of restricted stock that vested during the years ended September 30, 2020 and 2019 was $0.1 million and $8.2 million, respectively.

Warrants

As described in Note 11, during the year ended September 30, 2020, the Company issued 105,000 warrants in exchange for certain financial advisory services. The warrants vest over a six-month period, have an exercise price of $8.73 per share and expire on July 6, 2023. The Company determined the initial fair value to be $0.5 million, The fair value of option grants are estimated using the Black-Scholes option-pricing model.

Key assumptions used to estimate the fair value of the advisory warrants granted during the year ended September 30, 2020:

 

 

 

 

 

 

    

Year Ended

 

 

 

September 30, 

 

 

 

2020

 

Remaining contractual term (years)

 

3.0

 

Common stock price volatility

 

86.4

%

Risk-free interest rate

 

0.19

%

Expected dividend yield

 

 —

 

 

As of September 30, 2020, the unrecognized compensation costs for the advisory warrants of $0.3 million will be recognized over the remaining vesting period of 0.3 years.

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations for the years ended September 30, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

Year Ended September 30, 

 

    

2020

    

2019

General and administrative

 

$

3,729,061

 

$

6,543,575

Research and development

 

 

1,465,723

 

 

2,415,391

Total

 

$

5,194,784

 

$

8,958,966