Stock-Based Compensation

12 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Note 9. Stock-Based Compensation

In June 2020, the Board of Directors adopted the 2020 Stock Incentive Plan, which provided for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 1,650,000 shares of the Company’s common stock. On October 22, 2021, the Company’s stockholders approved an increase of the total authorized shares to 3,650,000 shares. On April 4, 2025, the Company’s stockholders approved another increase of the total authorized shares to 6,150,000 shares. Other awards include restricted stock, restricted stock units, stock appreciation rights and other stock-based awards. Other stock-based awards are awards valued in whole or in part by reference to, or are otherwise based on, shares of common stock. Stock options generally vest over a four-year period, at achievement of a performance requirement, or upon change of control (as defined in the applicable plan). The awards expire in five to ten years from the date of grant. As of June 30, 2025 and 2024, the Company had 1,925,425 and 324,452, respectively, shares available for future issuance under the 2020 Stock Incentive Plan.

The Company grants non-qualified stock option awards under the 2020 Stock Incentive Plan to its directors, employees and consultants of the Company. These awards are subject to vesting requirements pursuant to the award and satisfaction of certain performance targets in some cases.

The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as assumptions the Company makes for the volatility of the Company’s common stock, the expected term of the stock options, the risk-free interest rate for a period that approximates the expected term, and the Company’s expected dividend yield. Each of these inputs is subjective and generally requires significant judgement to determine. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the respective award.

The following table provides the assumptions used in determining the fair value of option awards for the fiscal years ended June 30, 2025 and 2024:

	June 30, 2025		June 30, 2024
Expected volatility		90.00%		60.00% - 90.00	%
Risk-free interest rate		3.75-4.07%		4.24% - 4.77	%
Expected dividend yield		–		–
Expected term (in years)		5.00-5.50		5.25 – 6.25

The following table summarizes stock option activity for the fiscal year ended June 30, 2025:

Schedule of Stock Option Activity

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Outstanding at June 30, 2024		2,319,048	$	3.00		6.0		-
Granted		899,207	$	1.17
Exercised		–	$	–
Forfeited		–	$	–
Outstanding at June 30, 2025		3,218,255	$	2.49		6.3	$	270,805
Options exercisable at June 30, 2025		1,822,275	$	2.72		5.1		$11,324

The weighted-average grant date fair value of options awarded during the fiscal years ended June 30, 2025 and 2024 was approximately $0.87 and $1.75, respectively, per share. As of June 30, 2025, unrecognized stock-based compensation expense related to unvested stock options totaled approximately $1.7 million, which is expected to be recognized over a weighted average period of 2.1 years.

The Company recorded stock-based compensation expense of approximately $1.4 million and $0.8 million for the fiscal years ended June 30, 2025 and 2024, respectively, all of which is included in general and administrative expenses.

Anebulo Pharmaceuticals, Inc. 10-K