Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
3 Months Ended
Sep. 30, 2019
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 8 - STOCKHOLDERS' EQUITY

 

Common Stock

 

During the three months ended September 30, 2019, the Company did a private placement of 117,965 of common stock at $7.00 per share for proceeds of $825,749 (before expenses of the offering).

 

Options and Warrants

 

In December 2014, the Board of Directors adopted and the shareholders approved Relmada's 2014 Stock Option and Equity Incentive Plan, as amended (the Plan), which allows for the granting of 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. The Plan allowed for the granting of 2,652,942 options or stock awards.

 

Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years. As of September 30, 2019, 279,630 shares were available for future grants under the Plan.

 

As of September 30, 2019, no stock appreciation rights have been issued.

 

The Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options and warrants. The price of common stock prior to the Company being public was determined from a third party valuation. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The expected volatility was based on historical volatility. The Company routinely reviews its calculation of volatility changes in future volatility, the Company's life cycle, its peer group, and other factors.

 

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. Prior to the adoption of ASU 2018-07 on October 1, 2018, the Company uses the contractual term for non-employee options to estimate the expected term, for share-based compensation in its option-pricing model.

 

On July 29, 2019, the Company awarded a total of 862,500 options to its chief executive officer, chief medical officer and board members with exercise price of $8.80 and a 10-year term vesting over 4-year period. The options have an aggregate fair value of $6.1 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.89% (2) expected life of 6.25 years, (3) expected volatility of 101.2%, and (4) zero expected dividends.

 

On July 29, 2019, the Company awarded a total of 12,500 options to a consultant with exercise price of $8.80 and a 10-year term and 100% vested upon grant date. The options have an aggregate fair value of $81,100 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.84% (2) expected life of 5 years, (3) expected volatility of 97%, and (4) zero expected dividends.

 

On July 29, 2019, the Company granted its chief financial officer options to purchase a total of 25,000 shares of common stock. The options have a ten-year term and have an exercise price of $8.80 per share. 25,000 options vest upon the Company up listing to the NASDAQ as long as the employee maintains their employment with the company through January 31, 2020. During the quarter ended September 30, 2019 the company recorded approximately $57,000 of compensation expense as management believes that the uplisting to NASDAQ is probable of occurring. The fair value of the options on the grant date were $6.74 per share using the Black-Scholes Option pricing model.

 

At September 30, 2019, the Company has unrecognized stock-based compensation expense of approximately $9,046,000 related to unvested stock options over the weighted average remaining service period of 3.48 years.

 

Options

 

A summary of the changes in options during the three months ended September 30, 2019 is as follows:

 

    Number
of
Options
    Weighted Average Exercise Price For Share     Weighted Average Remaining Contractual Term (Years)     Aggregate Intrinsic
Value
 
Outstanding and expected to vest at June 30, 2019     1,473,314     $ 5.18       8.6     $ 4,668,153  
Granted     900,000     $ 8.80       9.8     $ 1,305,000  
Outstanding and expected to vest at September 30, 2019     2,373,314     $ 6.55       8.9     $ 9,864,756  
Options exercisable at September 30, 2019     547,481     $ 6.93       7.7     $ 2,899,818  

    

Warrants

 

A summary of the changes in outstanding warrants during the three months ended September 30, 2019 is as follows:

 

    Number of Shares     Weighted Average Exercise Price Per Share  
Outstanding and vested at June 30, 2019     4,429,982     $ 7.12  
Issued     6,250       8.80  
Exercised     (75,000 )     6.00  
Forfeited     (52,470 )     16.00  
Outstanding and vested at September 30, 2019     4,308,762     $ 7.03  

 

On August 1, 2019, the Company granted 6,250 warrants to a contractor with exercise price of $8.80, a 10-year term and immediate vesting. The warrants have an aggregated fair value of $41,386 that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.68% (2) expected life of 5 years, (3) expected volatility of 101.1%, and (4) zero expected dividends.

 

At September 30, 2019 and June 30, 2019, the aggregate intrinsic value of warrants vested and outstanding was approximately $14,531,000 and $4,796,000, respectively.

 

The following summarizes the components of stock-based compensation expense which includes stock options and warrants in the unaudited consolidated statements of operations for the three months ended September 30, 2019 and 2018 (rounded to nearest $00):

 

    Three Months Ended
September 30,
2019
    Three Months Ended
September 30,
2018
 
Research and development   $ 73,000     $ 13,400  
General and administrative     684,700       139,400  
Total   $ 757,700     $ 152,800