Quarterly report pursuant to Section 13 or 15(d)

Stock Based Compensation

v3.20.2
Stock Based Compensation
9 Months Ended
Jul. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock Based Compensation

2. STOCK BASED COMPENSATION

 

The Company maintains stock equity incentive plans under which the Company grants incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, performance awards, or stock units to employees, directors and consultants.

 

Stock Option Compensation Expense

 

The compensation cost for service-based stock options granted to employees and directors is measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, and is expensed on a straight-line basis over the requisite service period (the vesting period of the stock option) which is one to four years. We recorded stock-based compensation expense related to service-based stock options granted to employees and directors of approximately $3,016,000 and $2,433,000 during the nine months ended July 31, 2020 and 2019, respectively, and approximately $997,000 and $784,000 during the three months ended July 31, 2020 and 2019, respectively.

 

For stock options granted to employees and directors that vest based on market conditions, such as the trading price of the Company’s common stock exceeding certain price targets, we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period (median time to vest). On May 8, 2018, we issued market condition options to purchase 1,500,000 shares of common stock, to our Chairman, President and Chief Executive Officer, vesting at target trading prices of $5.00 to $8.00 per share before May 31, 2021, with implied service periods of three to seven months. In October 2018, the first tranche of 500,000 shares of market condition options became exercisable upon achieving an average closing price above $5.00 per share for twenty consecutive trading days. We recorded stock-based compensation expense related to market condition stock options granted to employees of approximately $-0- and $376,000 during the nine months ended July 31, 2020 and 2019, respectively. We did not have any market condition stock-based compensation expense during the three months ended July 31, 2020 and 2019.

 

On November 1, 2018 we adopted Accounting Standards Update 2018-07 (“ASU 2018-07”) for stock options granted to consultants. Upon adoption of ASU 2018-07 we estimated the fair value of unvested service-based and performance-based stock options at the date of adoption, using the Black-Scholes pricing model. Subsequent to adoption of ASU 2018-07, future grants to consultants are measured at the grant date, based on the fair value of the award using the Black-Scholes pricing model, consistent with our policy for grants to employees and directors. In prior periods, in accordance with US GAAP, we estimated the fair value of service-based and performance-based stock options granted to consultants at each reporting period using the Black-Scholes pricing model. We recognize the fair value of stock options granted to consultants as consulting expense over the requisite or implied service period of the grant. We recorded stock-based consulting expense related to stock options granted to consultants of approximately $157,000 and $75,000 during the nine months ended July 31, 2020 and 2019, respectively, and approximately $45,000 and $25,000 during the three months ended July 31, 2020 and 2019, respectively.

 

Stock Option Plans

 

During the nine months ended July 31, 2020, we had three stock option plans: the Anixa Biosciences, Inc. 2003 Share Incentive Plan (the “2003 Share Plan”), the Anixa Biosciences, Inc. 2010 Share Incentive Plan (the “2010 Share Plan”) and the Anixa Biosciences, Inc. 2018 Share Incentive Plan (the “2018 Share Plan”), which were adopted by our Board of Directors on April 21, 2003, July 14, 2010 and January 25, 2018, respectively. The 2018 Share Plan was approved by our shareholders on March 29, 2018.

 

Stock Option Activity

 

During the nine months ended July 31, 2020 and 2019, we granted options to purchase 800,000 shares and 10,000 shares of common stock, respectively, to employees and consultants, with exercise prices ranging from $3.64 to $4.04 per share, pursuant to the 2010 Share Plan and the 2018 Share Plan. During the nine months ended July 31, 2020 and 2019, stock options to purchase 51,100 and 40,000 shares of common stock, respectively, were exercised with aggregate proceeds of approximately $122,000 and $103,000, respectively.

 

2003 Plan

 

The 2003 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants. In accordance with the provisions of the 2003 Share Plan, the plan terminated with respect to the ability to grant future awards on April 21, 2013. Information regarding the 2003 Share Plan for the nine months ended July 31, 2020 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic
Value
 
Options outstanding at October 31, 2019     400     $ 17.00          
Forfeited/Expired     (400 )   $ 17.00          
Options outstanding and exercisable at July 31, 2020     -     $ -0-     $ -0-  

 

Information regarding the 2003 Share Plan for the nine months ended July 31, 2019 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic Value
 
Options outstanding at October 31, 2018     12,000     $ 2.77          
Exercised     (4,000 )   $ 3.63          
Options outstanding and exercisable at July 31, 2019     8,000     $ 2.34     $ 23,694  

 

The following table summarizes information about stock options outstanding and exercisable under the 2003 Share Plan as of July 31, 2019:

 

Range of
Exercise Prices
  Number
Outstanding
and
Exercisable
    Weighted Average Remaining
Contractual Life
(in years)
    Weighted
Average Exercise
Price
 
$0.67 - $17.00     8,000       0.19     $ 2.34  

 

2010 Plan

 

The 2010 Share Plan provided for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants. In accordance with the provisions of the 2010 Share Plan, the plan terminated with respect to the ability to grant future awards on July 14, 2020. Information regarding the 2010 Share Plan for the nine months ended July 31, 2020 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic
Value
 
Options outstanding at October 31, 2019     1, 1,998,668     $ 2.80          
Exercised     (51,100 )   $ 2.39          
Forfeited/Expired     (20,534 )   $ 1.72          
Options outstanding at July 31, 2020     1 1,927,034     $ 2.82     $ 731,670  
Options exercisable at July 31, 2020     1, 1,772,034     $ 2.84     $ 630,120  

 

The following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of July 31, 2020:

 

    Options Outstanding     Options Exercisable  
Range of
Exercise Prices
  Number
Outstanding
   

Weighted
Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise Price
    Number
Exercisable
   

Weighted
Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise Price
 
$ 0.67 - $2.30     549,000       5.70     $ 1.57       494,000       5.56     $ 1.64  
$ 2.58 - $ 3.13     846,000       3.05     $ 2.79       846,000       3.41     $ 2.79  
$ 3.46 - $ 5.75     532,034       7.45     $ 4.16       432,034       7.33     $ 4.33  

 

Information regarding the 2010 Share Plan for the nine months ended July 31, 2019 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate Intrinsic Value  
Options outstanding at October 31, 2018     2,131,868     $ 2.11          
Granted     10,000     $ 3.64          
Exercised     (32,000 )   $ 2.27          
Forfeited/Expired     (99,200 )   $ 3.78          
Options outstanding at July 31, 2019     2,010,668     $ 2.03     $ 5,422,886  
Options exercisable at July 31, 2019     1,639,556     $ 1.92     $ 4,609,165  

 

The following table summarizes information about stock options outstanding and exercisable under the 2010 Share Plan as of July 31, 2019:

 

    Options Outstanding     Options Exercisable  
Range of
Exercise Prices
  Number Outstanding     Weighted Average Remaining Contractual Life
(in years)
    Weighted Average Exercise Price     Number Exercisable     Weighted Average Remaining Contractual Life
(in years)
    Weighted Average Exercise Price  
$ 0.67     938,000       5.94     $ 0.67       799,388       5.59     $ 0.67  
$2.27 -$3.01     600,134       3.81     $ 2.58       600,134       3.81     $ 2.58  
$3.46 -$7.00     472,534       8.51     $ 4.05       240,034       8.19     $ 4.43  

 

2018 Plan

 

The 2018 Share Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to employees, directors and consultants. As of July 31, 2020, the 2018 Share Plan had 2,258,376 shares available for future grants. Information regarding the 2018 Share Plan for the nine months ended July 31, 2020 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate Intrinsic Value  
Options outstanding at October 31, 2019     3,935,000     $ 3.74          
Granted     800,000     $ 3.85          
Forfeited/Expired     (258,376 )   $ 3.86          
Options outstanding at July 31, 2020     4,476,624     $ 3.76     $ -0-  
Options exercisable at July 31, 2020     2,403,014     $ 3.76     $ -0-  

 

The following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of July 31, 2020:

 

      Options Outstanding     Options Exercisable  
Range of
Exercise Prices
    Number
Outstanding
    Weighted
Average
Remaining
Contractual
Life
(in years)
    Weighted
Average
Exercise
Price
    Number
Exercisable
    Weighted
Average
Remaining
Contractual
Life
(in years)
    Weighted
Average
Exercise
Price
 
$ 3.70       3,100,000       7.78     $ 3.70       1,700,000       7.78     $ 3.70  
$ 3.84 - $4.61       1,376,624       7.55     $ 3.89       703,014       6.15     $ 3.90  

 

Information regarding the 2018 Share Plan for the nine months ended July 31, 2019 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic
Value
 
Options outstanding at October 31, 2018     3,482,000     $ 3.73          
Exercised     (4,000 )   $ 3.84          
Forfeited/Expired     (8,000 )   $ 3.84          
Options outstanding at July 31, 2019     3,470,000     $ 3.73     $ 3,337,300  
Options exercisable at July 31, 2019     1,321,111     $ 3.73     $ 1,273,443  

 

The following table summarizes information about stock options outstanding and exercisable under the 2018 Share Plan as of July 31, 2019:

 

      Options Outstanding     Options Exercisable  
Range of
Exercise Prices
    Number
Outstanding
    Weighted
Average
Remaining
Contractual
Life
(in years)
    Weighted
Average
Exercise
Price
    Number
Exercisable
    Weighted
Average
Remaining
Contractual
Life
(in years)
    Weighted
Average
Exercise
Price
 
$ 3.70 - $4.61       3,470,000       8.78     $ 3.73       1,321,111       8.77     $ 3.73  

  

Outside of Share Plans

 

In addition to options granted under the 2003 Share Plan, the 2010 Share Plan and the 2018 Share Plan, during the years ended October 31, 2012 and 2013, the Board of Directors approved the grant of stock options to certain employees and directors. Information regarding stock options that were granted outside of Share Plans for the nine months ended July 31, 2020 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic
Value
 
Options outstanding at October 31, 2019     1,698,000     $ 2.58          
Options outstanding and exercisable at July 31, 2020     1,698,000     $ 2.58     $ 348,090  

 

The following table summarizes information about stock options outstanding and exercisable that were granted outside of Share Plans as of July 31, 2020:

 

Range of
Exercise Prices
   

Number
Outstanding

and

Exercisable

   

Weighted Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise Price
 
$ 2.58       1,698,000       2.00     $ 2.58  

 

Information regarding stock options that were granted outside of Share Plans for the nine months ended July 31, 2019 is as follows:

 

    Shares     Weighted
Average Exercise
Price Per Share
    Aggregate
Intrinsic
Value
 
Options outstanding at October 31, 2018     1,780,000     $ 1.58          
Options outstanding and exercisable at July 31, 2019     1,780,000     $ 1.58     $ 5,583,900  

 

The following table summarizes information about stock options outstanding and exercisable that were granted outside of Share Plans as of July 31, 2019:

 


Range of
Exercise Prices
   

Number
Outstanding

and

Exercisable

   

Weighted Average
Remaining
Contractual Life

(in years)

    Weighted
Average
Exercise Price
 
$ 0.67       1,046,000       3.30     $ 0.67  
$ 2.58-$ 5.56       734,000       2.85     $ 2.88  

 

Stock Awards

 

For stock awards granted to employees, directors and consultants that vest upon grant we recognize expense at the date of grant based on the grant date market price of the underlying common stock. We did not grant any stock awards that vested upon grant during the nine months ended July 31, 2020 or 2019.

 

On May 8, 2018, a restricted stock award of 1,500,000 shares of common stock was granted under the 2018 Share Plan to our Chairman, President and Chief Executive Officer. The restricted stock award vests in its entirety upon achievement of a target trading price of $11.00 per share of the Company’s common stock before May 31, 2021. For restricted stock awards vesting upon achievement of a price target of our common stock we use a Monte Carlo Simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period (median time to vest). During the nine-month and three-month periods ended July 31, 2019, we recorded compensation expense related to the restricted stock award of approximately $1,954,000 and $-0-, respectively. We did not record any compensation expense related to the restricted stock award during the nine-month period ended July 31, 2020.

 

Employee Stock Purchase Plan

 

The Company maintains the Anixa Biosciences, Inc. Employee Stock Purchase Plan which permits eligible employees to purchase shares at not less than 85% of the market value of the Company’s common stock on the offering date or the purchase date of the applicable offering period, whichever is lower. The plan was adopted by our Board of Directors on August 13, 2018 and approved by our shareholders on September 27, 2018. During the nine months ended July 31, 2020, employees purchased 9,618 shares with aggregate proceeds of approximately $15,000. During the nine months ended July 31, 2019, employees purchased 5,411 shares with aggregate proceeds of approximately $19,000.

 

Warrants

 

During the nine months ended July 31, 2019 we issued a warrant, expiring on November 1, 2023, to purchase 25,000 shares of common stock at $4.04 per share, vesting over 12 months, to a consultant for investor relations services. On November 1, 2019 the warrant was exchanged for a stock option with the same terms as the warrant. During the nine-month and three-month periods ended July 31, 2019, we recorded consulting expense of approximately $64,000 and $21,000, respectively, based on the fair value of the warrant recognized on a straight-line basis over the vesting period. No warrants were issued during the nine months ended July 31, 2020.

 

As of July 31, 2020, we also had warrants outstanding to purchase 500,000 shares of common stock at $5.03 per share expiring on November 30, 2021.