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Stockholders’ Equity
 3 Months Ended
Mar. 31, 2025
Stockholders’ Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 - STOCKHOLDERS’ EQUITY

 

Common Stock

 

During the year ended December 31, 2024, the Company issued 74,999 shares of common stock for the exercise of options for proceeds of $246,747.

 

During the three months ended March 31, 2025, the Company issued 3,017,420 shares of restricted common stock in accordance with the license agreement with Trigone Pharma. The Company recognized $905,226 of research and development compensation expense related to the restricted common stock issued as part of the transaction.

 

On April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock, having an aggregate offering price of up to $100,000,000. We are not obligated to sell any shares under the agreement. As of March 31, 2025, no shares have been issued under this agreement.

 

Options and Warrants

 

In December 2014, the Board of Directors adopted, and the Company’s shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors.

 

In May 2021, the Company’s Board of Directors adopted, and shareholders approved Relmada’s 2021 Equity Incentive Plan (the “2021 Plan”) which allows for the granting of 1,500,000 options or other stock awards.

 

In May 2022, the Company’s Board of Directors adopted, and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 3,900,000 shares. 

 

In May 2023, the Company’s Board of Directors adopted and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 2,500,000 shares.

 

These combined plans allowed for the granting of up to 13,052,942 options or other stock awards.

 

Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years.

 

The Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model.

 

From January 1, 2025 through March 31, 2025, 203,567 options were issued with an exercise price of $0.30 and a 10-year term, vesting over a 4 year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately $54,963 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 4.05% - 4.16% (2) expected life of 6.25 years, (3) expected volatility of 126%, and (4) zero expected dividends.

Options

 

A summary of the changes in options during the three months ended March 31, 2025 is as follows:

 

   Number of
Options		   Weighted
Average
Exercise
Price
Per
Share		   Weighted
Average
Remaining
Contractual
Term
(Years)		   Aggregate
Intrinsic
Value		 
Outstanding and expected to vest at December 31, 2024   12,263,017   $16.61    6.01   $
        -
 
Granted   203,567   $0.30    

-

   $  
Cancelled   (1,207,657)  $17.34    -   $- 
Outstanding at March 31, 2025   11,258,927   $16.24    6.46   $
-
 
Options exercisable at March 31, 2025   8,748,097   $19.02    6.02   $
-
 

 

At March 31, 2025, the Company has unrecognized stock-based compensation expense of approximately $12.8 million related to unvested stock options which will be recognized over the weighted average remaining service period of 1.99 years.

 

Warrants

 

A summary of the changes in outstanding warrants during the three months ended March 31, 2025 is as follows:

 

   Number of
Shares		   Weighted
Average
Exercise
Price
Per
Share		 
Outstanding Warrants at December 31, 2024   1,382,613   $17.02 
Expired   (509,705)   
-
 
Outstanding at March 31, 2025   872,908   $29.25 
Warrants Vested at March 31, 2025   865,033   $29.28 

 

At March 31, 2025, the Company had approximately $112,300 of unrecognized compensation expense related to outstanding warrants.

 

At March 31, 2025, the aggregate intrinsic value of warrants vested and outstanding was $0.

 

Stock-based compensation by class of expense

 

The following table summarizes the components of stock-based compensation expense which includes restricted stock, stock options, and warrants in the unaudited consolidated statements of operations for the three months ended March 31, 2025 and 2024 (rounded to nearest $00):

 

   Three Months
Ended
March 31,
2025		   Three Months
Ended
March 31,
2024		 
Research and development  $1,067,300   $1,699,300 
General and administrative   3,410,700    6,596,200 
Total  $4,478,000   $8,295,500