Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.7.0.1
Stock-Based Compensation
9 Months Ended
Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share Based Compensation [Text Block]
Note 9 Stock-Based Compensation
 
Options - AntriaBio adopted individual stock option plans in January 2013 for four officers and/or directors of the Company. The stock option plans granted 1,500,000 option shares with an exercise price of $4.50 per share and had fully vested as of June 30, 2016. In June 2013, AntriaBio adopted individual stock option plans for two consultants of the Company. The stock option plans granted 8,334 shares with an exercise price of $4.50 per share and had fully vested as of June 30, 2015.
 
On March 26, 2014, the Company adopted the AntriaBio, Inc. 2014 Stock and Incentive Plan which allows the Company to issue up to 3,750,000 of common stock in the form of stock options, incentive options or common stock. The Company had granted 3,295,000 of these shares to current employees and directors of the Company as of June 30, 2016. The options have an exercise price from $1.29 to $3.44 per share. The options vest monthly over four years, with some options subject to a one year cliff before options begin to vest monthly.
 
On February 23, 2015, the Company adopted the AntriaBio, Inc. 2015 Non Qualified Stock Option Plan which allows the Company to issue up to 6,850,000 of common stock in the form of stock options. The Company had granted 4,397,000 of these shares to current employees and directors of the Company as of June 30, 2016 and granted an additional 90,000 of these shares to current employees as of December 31, 2016. The options have an exercise price of from $1.00 to $2.06 per share. The options vest monthly over 4 years with some options subject to a one year cliff before options begin to vest monthly.
 
On October 31, 2016, the Company adopted the AntriaBio, Inc. 2016 Non Qualified Stock Option Plan which allows the Company to issue up to 35,000,000 of common stock in the form of stock options. The Company had granted 28,545,000 of these shares to current employees and directors of the Company, of which 4,360,000 of the granted shares were never issued as the Board determined to cancel the options as of March 31, 2017. The options have an exercise price between $1.00 and $1.20 per share. The options vest monthly over 4 years, except for 12,190,000 of the options which do not begin to vest until specific events have occurred and then begin to vest monthly over 4 years.
 
AntriaBio has computed the fair value of all options granted that have begun vesting using the Black-Scholes option pricing model. The options that require specific events before they begin to vest are not valued until the specific event has occurred. In order to calculate the fair value of the options, certain assumptions are made regarding components of the model, including the estimated fair value of the underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to valuation. AntriaBio estimated a volatility factor utilizing comparable published volatility of several peer companies. Due to the small number of option holders and all options being to officers and/or directors, AntriaBio has estimated a forfeiture rate of zero as the value of each option holder is calculated individually. AntriaBio estimates the expected term based on the average of the vesting term and the contractual term of the options. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for treasury securities of similar maturity.
 
AntriaBio has computed the fair value of all options granted during the nine months ended March 31, 2017 using the following assumptions:
 
Expected volatility
 
 
74% - 80
%
Risk free interest rate
 
 
1.46% - 2.43
%
Expected term (years)
 
 
7
 
Dividend yield
 
 
0
%
 
AntriaBio has computed the fair value of all options granted during the year ended June 30, 2016 using the following assumptions:
 
Expected volatility
 
 
97% - 100
%
Risk free interest rate
 
 
1.69% -1.91
%
Expected term (years)
 
 
7
 
Dividend yield
 
 
0
%
 
Stock option activity is as follows:
 
 
 
 
 
 
Weighted
 
 
Weighted Average
 
 
 
Number of
 
 
Average
 
 
Remaining
 
 
 
Options
 
 
Exercise Price
 
 
Contractual Life
 
Outstanding, June 30, 2015
 
 
8,702,418
 
 
$
2.78
 
 
 
7.1
 
Granted
 
 
285,000
 
 
$
1.07
 
 
 
 
 
Forfeited
 
 
(40,000)
 
 
$
1.66
 
 
 
 
 
Outstanding, June 30, 2016
 
 
8,947,418
 
 
$
2.73
 
 
 
6.2
 
Granted
 
 
24,275,000
 
 
$
1.20
 
 
 
 
 
Forfeited
 
 
(63,021)
 
 
$
1.15
 
 
 
 
 
Outstanding, March 31, 2017
 
 
33,159,397
 
 
$
1.61
 
 
 
8.6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable at March 31, 2017
 
 
6,946,771
 
 
$
2.73
 
 
 
5.4
 
 
Stock-based compensation expense related to the fair value of stock options was included in the statement of operations as research and development – compensation and benefits expense of $515,821 and $297,925 and as general and administrative – compensation and benefits expense of $896,176 and $613,710 for the three months ended March 31, 2017 and 2016, respectively. Stock-based compensation expense related to the fair value of stock options was included in the statement of operations as research and development – compensation and benefits expense of $1,265,591 and $917,891 and as general and administrative – compensation and benefits expense of $2,272,372 and $1,959,737 for the nine months ended March 31, 2017 and 2016, respectively. The unrecognized stock-based compensation expense at March 31, 2017 is $12,915,327. AntriaBio determined the fair value as of the date of grant using the Black-Scholes option pricing method and expenses the fair value ratably over the vesting period.
 
On May 12, 2017, the Board and members of management agreed to cancel 1,166,667 option shares out of the individual stock option plans granted in 2013 and 11,090,000 option shares out of the 2016 Non Qualified Stock Option Plan.
 
Warrants- AntriaBio issued warrants to agents in conjunction with the closing of various financings and issued warrants in private placements as follows:
 
 
 
 
 
 
Weighted
 
 
Weighted Average
 
 
 
Number of
 
 
Average
 
 
Remaining
 
 
 
Warrants
 
 
Exercise Price
 
 
Contractual Life
 
Outstanding, June 30, 2015
 
 
19,016,391
 
 
$
2.33
 
 
 
3.0
 
Warrants issued in stock conversion
 
 
5,897,677
 
 
$
1.65
 
 
 
 
 
Warrants issued in private placements
 
 
3,043,669
 
 
$
1.65
 
 
 
 
 
Warrants issued to placement agents
 
 
933,639
 
 
$
1.61
 
 
 
 
 
Warrants issued for investor relations
 
 
103,000
 
 
$
1.60
 
 
 
 
 
Warrants cancelled
 
 
(30,000)
 
 
$
3.44
 
 
 
 
 
Outstanding, June 30, 2016
 
 
28,964,376
 
 
$
2.11
 
 
 
3.1
 
Warrants issued in private placements
 
 
3,248,184
 
 
$
1.65
 
 
 
 
 
Warrants issued to placement agents
 
 
536,150
 
 
$
1.65
 
 
 
 
 
Warrants issued for consulting services
 
 
250,000
 
 
$
1.00
 
 
 
 
 
Warrants expired
 
 
(307,261)
 
 
$
2.34
 
 
 
 
 
Outstanding, March 31, 2017
 
 
32,691,449
 
 
$
1.73
 
 
 
3.9
 
 
Year ended June 30, 2016: The Company issued warrants to purchase 5,897,677 shares of common stock at a price of $1.65 per share, exercisable through March 2021 in connection with the issuance of units in a preferred stock conversion. The Company issued warrants to purchase 3,043,669 shares of common stock at a price of $1.65 per share, exercisable through June 2021 in connection with the issuance of units in private placements. The Company issued warrants to the placement agent to purchase 184,490 shares of common stock at a price of $2.34 per share. On June 24, 2016, the Company modified the warrant to purchase 184,490 shares of common stock, by replacing the warrant with warrants to purchase 327,046 shares of common stock at a price of $1.32 per share, exercisable through December 2023 in connection with the Series A Preferred Stock Offering. The Company issued warrants to the placement agent to purchase 87,500 shares of common stock at a price of $2.50 per share, exercisable through December 2022 in connection with the Series A Preferred Stock Offering. The Company issued warrants to the placement agents to purchase 519,093 shares of common stock at a price of $1.65 per share, exercisable through December 2023 in connection with the private placement. The Company issued warrants to purchase 9,000 shares of common stock at a price of $1.38 per share in connection with investor relations services. The Company issued warrants to purchase 24,000 shares of common stock at a price of $1.34 per share in connection with investor relations services. The Company issued warrants to purchase 60,000 shares of common stock at a price of $1.85 per share in connection with investor relations services. The Company issued warrants to purchase 10,000 shares of common stock at a price of $0.96 per share in connection with investor relations services.
 
For the Nine Months Ended March 31, 2017: The Company issued warrants to purchase 3,248,184 shares of common stock at a price of $1.65 per share, exercisable through October 2021 in connection with the issuance of units in private placements. The Company issued warrants to the placement agent to purchase 536,150 shares of common stock at a price of $1.65 per share. The Company issued warrants to purchase 250,000 shares of common stock at a price of $1.00 per share in connection with a consulting agreement. The warrants to purchase 250,000 shares of common stock vest monthly over four years which is the term of the consulting agreement.
 
During the nine months ended March 31, 2017, the Company offered to certain warrant holders the ability to amend their current warrants to set their exercise price at $1.65 for their warrants, extend the warrant exercise date until January 30, 2020 and add an acceleration clause to the warrant. All other warrant terms remained the same. If the investor chose not to amend their warrants, then the original warrant terms would remain in place. The offer to amend expired on January 31, 2017 and warrants to purchase 15,474,883 shares of common stock were amended. As this was a modification to the original warrants, the excess of the fair value of the warrants after the modification over the fair value of the warrants immediately prior to the modification was $3,366,070 and was recorded as the fair value of warrants and as a deemed dividend as additional paid-in capital at the time of the modification. The Company also had warrants to purchase 307,261 shares of common stock expire as of March 31, 2017.
 
The warrants exercisable for 66,667 shares of common stock are accounted for under liability accounting for the shares that have vested and were recorded at their fair value on the date of issuance of $50,365 as a liability and as professional fees and investor relation expense. Warrants for 30,000 shares of common stock were cancelled as of December 31, 2015 as the vesting events had not occurred. The fair value as of March 31, 2017 and June 30, 2016 was $438 and $11,955, respectively which is reflected as a liability with the fair value adjustment recorded as derivative gains or losses on the consolidated statements of operations.
 
The warrants exercisable for the 5,897,677 shares of common stock were accounted for under equity treatment and fair valued as of the date of issuance. The fair value of the warrants was valued at $3,497,914 and was recorded into additional paid-in capital. The warrants exercisable for the 3,043,558 shares of common stock were accounted for under equity treatment and were recorded at the allocated fair value as of the date of issuance. The estimated fair value of the warrants was $1,667,630 and the allocated fair value of $1,202,336 was recorded into additional paid-in capital.
 
The warrants exercisable for 184,490 shares of common stock were accounted for under equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued at $184,673 and recorded as additional paid-in-capital and Series A Convertible Preferred Stock as issuance costs. On June 24, 2016, the warrants were modified and in place of the warrants to purchase 184,490 shares were replaced by warrants to purchase 327,046 shares of common stock. The change in the fair value between the old warrants and the new warrants on the date of modification was calculated as $113,521 and was recorded as additional paid-in-capital and as issuance costs. The warrants exercisable for 87,500 shares of common stock were accounted for under equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued as $65,490 as additional paid-in-capital and Series A Convertible Preferred Stock as issuance costs. The warrants exercisable for 519,093 shares of common stock were accounted for under equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued at $386,800 and recorded as additional paid-in-capital and as issuance costs.
 
The warrants exercisable for the 9,000 shares of common stock were accounted for under the equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued at $11,407 and recorded as additional paid-in-capital and investor relations. The additional warrants exercisable for the 24,000 shares of common stock were accounted for under the equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued at $20,943 and recorded as additional paid-in-capital and investor relations. The warrants exercisable for the 60,000 shares of common stock were accounted for under the equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued at $34,122 and recorded as additional paid-in-capital and investor relations. The warrants exercisable for the 10,000 shares of common stock were accounted for under the equity treatment and fair valued as of the date of issuance. The fair value of the warrants was valued as $6,500 and recorded as additional paid-in-capital and investor relations.
 
The warrants exercisable for the 3,248,184 shares of common stock were accounted for under equity treatment and were recorded at the allocated fair value as of the date of issuance. The estimated fair value of the warrants was $2,759,015 and the allocated fair value of $1,262,413 was recorded into additional paid-in capital. The warrants exercisable for 536,150 shares of common stock were accounted for under equity treatment and were fair valued as of the date of issuance. The fair value of the warrants was valued at $516,550 and recorded as additional paid-in-capital and as issuance costs. The warrants exercisable for the 250,000 shares of common stock are accounted for under the equity method of accounting and are fair valued monthly at the date that the warrants vest. As of March 31, 2017, warrants to purchase no shares of common stock had vested and nothing had been recorded into equity.
  
These warrants were valued using the Black-Scholes option pricing model on the date of issuance. In order to calculate the fair value of the warrants, certain assumptions were made regarding components of the model, including the closing price of the underlying common stock, risk-free interest rate, volatility, expected dividend yield, and warrant term. Changes to the assumptions could cause significant adjustments to valuation. AntriaBio estimated a volatility factor utilizing comparable published volatilities of several peer companies. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for treasury securities of similar maturity.
 
The Black-Scholes valuation methodology was used because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions for the warrants issued for the nine months ended March 31, 2017 were as follows:
 
Expected volatility
 
 
24% - 111
%
Risk free interest rate
 
 
0.45% - 1.56
%
Warrant term (years)
 
 
 0 - 7
 
Dividend yield
 
 
0
%
 
Significant assumptions for the warrants issued for the year ended June 30, 2016 were as follows:
 
Expected volatility
 
 
87 - 151
%
Risk free interest rate
 
 
0.45% - 2.03
%
Warrant term (years)
 
 
 1 - 7.5
 
Dividend yield
 
 
0
%