Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.23.1
Equity
3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Equity

Note 4 – Equity

 

The Company has authorized 75,000,000 shares of common stock having a par value of $0.001 per share. In addition, the Company authorized 5,000,000 shares of preferred stock to be issued having a par value of $0.001. The specific rights of the preferred stock shall be determined by the board of directors.

  

Stock Options

 

In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 66,667 shares of common stock. No key employee may receive more than 16,667 shares of common stock (or options to purchase more than 16,667 shares of common stock) in a single year. 

 

In 2020, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2020 Stock Plan (the “2020 Plan”). The 2020 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 100,000 shares of common stock. No key employee may receive more than 25,000 shares of common stock (or options to purchase more than 25,000 shares of common stock) in a single year. 

 

On December 30, 2022, the Board of Directors of the Company appointed Faith Charles as an independent member of the Company’s Board of Directors and as Chairperson of the Board of Directors. Ms. Charles will receive an annual retainer for her service as Chairperson of $30,000 and, on the date of her appointment, was granted a ten-year option to purchase 3,500 shares of Company common stock at an exercise price of $2.40 vesting in 36 equal monthly installments succeeding the issuance date. The total fair value of these option grants at issuance was $7,091.

 

On March 29, 2023, the Board of Directors approved, based upon the recommendation of the Compensation Committee, cash bonuses totaling $550,750 to the officers of the Company. In addition, the officers and an employee were awarded a total of 29,988 options at an exercise price of $0.996. Of the options issued, 50% vest over 2 years and 50% vest upon the Company’s common stock price exceeding various closing prices ranging from $6.00 - $24.00 per share. The total fair value of these option grants at issuance was $25,820.

 

During the three months ended March 31, 2023 and 2022, the Company recognized $272,446 and $336,685 of stock-based compensation, respectively, related to outstanding stock options. At March 31, 2023, the Company had $1,169,948 of unrecognized expenses related to outstanding options.

  

The following table summarizes the stock option activity for the three months ended March 31, 2023: 

             
    Options     Weighted-Average Exercise Price Per Share  
Outstanding, December 31, 2022     93,001     $ 67.42  
Granted     33,488       1.14  
Exercised            
Forfeited            
Expired            
Outstanding, March 31, 2023     126,489     $ 49.87  
Exercisable, March 31, 2023     74,444     $ 62.06  

 

As of March 31, 2023, the outstanding stock options have a weighted average remaining term of 7.41 years and no aggregate intrinsic value of options vested and outstanding. As of March 31, 2023, there were no awards remaining to be issued under the 2017 Plan and 2,092 awards remaining to be issued under the 2020 Plan.

 

Stock Warrants

 

During the three months ended March 31, 2023, the Company received $609 in cash proceeds from the exercise of 609,000 warrants previously issued at an exercise price of $0.001.

 

The following table summarizes the stock warrant activity for the three months ended March 31, 2023: 

           
   

Warrants

    Weighted-Average Exercise Price Per Share  
Outstanding, December 31, 2022     4,133,252     $ 4.35  
Granted            
Exercised     (609,000 )     0.001  
Forfeited            
Expired            
Outstanding, March 31, 2023     3,524,252     $ 5.10  
Exercisable, March 31, 2023     3,524,252     $ 5.10  

 

As of March 31, 2023, the outstanding and exercisable warrants have a weighted average remaining term of 4.58 years and have aggregate intrinsic value of $1,014,984.

 

Restricted Stock Units

 

During the three months ended March 31, 2023, the Company recognized $5,962 of stock-based compensation, related to outstanding stock RSUs. At March 31, 2023, the Company had $71,550 of unrecognized expenses related to outstanding RSUs.

 

The following table summarizes the RSUs activity for the three months ended March 31, 2023: 

           
   

RSUs

    Weighted-Average Grant Date Fair Value  
Non-vested, December 31, 2022     9,523     $ 10.02  
Granted            
Vested            
Forfeited            
Non-vested, March 31, 2023     9,523     $ 10.02  

 

Performance Units

 

During the three months ended March 31, 2023, the Company recognized $11,905 related to outstanding stock PUs. At March 31, 2023, the Company had $122,043 of unrecognized expenses related to PUs.

 

The following table summarizes the PUs activity for the three months ended March 31, 2023: 

           
   

PUs

    Weighted-Average Grant Date Fair Value  
Non-vested, December 31, 2022     28,563     $ 5.94  
Granted            
Vested            
Forfeited            
Non-vested, March 31, 2023     28,563     $ 5.94