Quarterly report [Sections 13 or 15(d)]

Stock-based Payments

v3.25.1
Stock-based Payments
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-based Payments

Note 5 – Stock-based Payments

 

Equity incentive Plans

 

2016 Stock Incentive Plan

 

In 2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the issuance of up to 50,000,000 shares of the Company’s Common Stock. As of March 31, 2025, no options were outstanding and no shares of Common Stock remain available for issuance under the 2016 Plan. Pursuant to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016 Stock Incentive Plan (the pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016 Incentive Plan together with the 2016 Plan, the “MyMD Florida Incentive Plan”), assuming all of pre-Merger MyMD Florida’s rights and obligations with respect to the options issued thereunder (except that the term of each options was amended to expire on the second-year anniversary of the effective time of closing). All such options expired on April 16, 2023.

 

2017 Stock Incentive Plan

 

On August 7, 2017, the Company’s stockholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 118 shares of the Company’s Common Stock. As of March 31, 2025, grants of restricted stock and options to purchase 93 shares of Common Stock have been issued pursuant to the 2017 Plan, and 25 shares of Common Stock remain available for issuance.

 

2018 Stock Incentive Plan

 

On December 7, 2018, the Company’s stockholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2018 Plan was modified to increase the total authorized shares available for future issuance. The 2018 Plan, as amended, provides for the issuance of up to 18,670 shares of the Company’s Common Stock. As of March 31, 2025, grants of RSUs and restricted stock to purchase 8,769 shares of Common Stock have been issued pursuant to the 2018 Plan, and 9,901 shares of Common Stock remain available for issuance.

 

 

2021 Stock Incentive Plan

 

On April 15, 2021, the Company’s stockholders approved, and the Company adopted the 2021 Stock Incentive Plan, as amended, (“2021 Plan”). The 2021 Plan provides for the issuance of up to 2,500,000 shares of the Company’s Common Stock. As of March 31, 2025, grants of RSUs and stock options to purchase 109,983 shares of Common Stock have been issued pursuant to the 2021 Plan, and 2,390,017 shares of Common Stock remain available for issuance.

 

Stock Options

 

The following table summarizes the activities for the Company’s stock options for the three months ended March 31, 2025:

 

                      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, 2024     59,838     $ 49.03     $ 45.97       7.98     $ -  
Granted     -       -       -       -               -  
Exercised     -       -       -       -       -  
Forfeited     (3,334 )     24.30       23.10       8.69       -  
Canceled/Expired     -       -       -       -       -  
Balance March 31, 2025     56,504       50.49       47,31       7.70     $ -  
Exercisable as of March 31, 2025     41,892       60,73       47.39       7.52     $ -  

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.35 for the Company’s Common Stock on March 31, 2025 and the closing stock price of $1.15 for the Company’s Common Stock on December 31, 2024.

 

During the three months ended March 31, 2025 and 2024, the Company recognized stock option expenses totaling $84,636 and $517,365, respectively.

 

The unamortized stock option expenses as of March 31, 2025 totaled $63,947.

 

 

Restricted Stock Units

 

On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 93,169 Restricted Stock Units to the Company’s six directors and seven key employees. Each RSU had a grant date fair value of $242.70 which will be amortized upon vesting into administrative expenses within the 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 $150.00 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 $150.00 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 $150.00 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, 2025, none of the vesting milestones have been met.

 

During the three months ended March 31, 2024, the Company converted 908 vested RSUs issued in September 2020 to a member of the Board of Directors into 908 shares of Common Stock. Expenses related to these RSUs had been recognized by pre-merger Akers Biosciences, Inc. in 2021 and prior years.

 

 

The following is the status of outstanding unvested RSUs outstanding as of March 31, 2025 and the changes for the three months ended March 31, 2025:

 

          Weighted  
          Average  
    Number of     Grant Date  
    RSUs     Fair Value  
Balance at December 31, 2024     48,334     $ 242.70  
Granted     -       -  
Vested     -       -  
Forfeited     -       -  
Canceled/Expired     -       -  
Balance at March 31, 2025     48,334     $ 242.70  

 

As of March 31, 2025, the unamortized value of the RSUs was $11,730,660.