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Share-based Compensation
9 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation

11. Share-based Compensation

We use equity-based compensation programs to provide long-term performance incentives for our employees. These incentives consist primarily of stock options and RSUs. In December 2008, we adopted the MEI Pharma, Inc. 2008 Stock Omnibus Equity Compensation Plan (Omnibus Plan), as amended and restated from time-to-time, under which 1,850,739 shares of common stock are currently authorized for issuance. The Omnibus Plan provides for the grant of options and/or other stock-based or stock-denominated awards to our non-employee directors, officers, and employees. As of March 31, 2025, there were 920,304 shares available for future grant under the Omnibus Plan.

In May 2021, we adopted the 2021 Inducement Plan (Inducement Plan), under which 125,000 shares of common stock are authorized for issuance. On June 9, 2023, our Board approved an amendment and restatement of the Inducement Plan to increase the aggregate number of shares of common stock authorized for issuance by 92,000 shares. The Inducement Plan is intended to assist us in attracting and retaining selected individuals to serve as employees who are expected to contribute to our success, by providing an inducement for such individuals to enter into employment with us, and to achieve long-term objectives that will benefit our stockholders. As of March 31, 2025, there were 163,001 shares available for future grant under the Inducement Plan.

During the three and nine months ended March 31, 2025 due to the Strategic Alternatives RIF, as discussed in Note 5. Employee Termination Benefits, we reversed share-based compensation in excess of what vested. Total share-based compensation for all stock awards consisted of the following for the periods presented (in thousands):

 

 

For the Three Months Ended March 31,

 

 

For the Nine Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development

 

$

 

 

$

194

 

 

$

(159

)

 

$

254

 

General and administrative

 

 

16

 

 

 

474

 

 

 

(63

)

 

 

1,627

 

Total share-based compensation

 

$

16

 

 

$

668

 

 

$

(222

)

 

$

1,881

 

Stock Options

Stock options granted to employees vest 25% one year from the date of grant and ratably each month thereafter on the first day of the month following the one-year anniversary of the grant date for a period of 36 months and generally expire ten years from the date of grant. Stock options granted to directors vest ratably each month for a period of 12 months from the date of grant and generally expire ten years from the date of grant. Upon separation from the Company, without cause, our Board members have three years to exercise their vested stock options. As of March 31, 2025, there were 870,278 total options outstanding of which 816,279 were granted under the Omnibus Plan and 53,999 were granted under the Inducement Plan.

Unrecognized compensation expense related to non-vested stock options totaled $0.1 million as of March 31, 2025. Such compensation expense is expected to be recognized over a weighted-average period of 1.31 years.

We use the Black-Scholes valuation model to estimate the grant date fair value of stock options. During the nine months ended March 31, 2025, we did not grant any stock options. To calculate these fair values, the following weighted-average assumptions were used for the period presented:

 

 

For the Nine Months Ended March 31,

 

 

 

2024

 

Risk-free interest rate

 

 

4.5

%

Expected life (years)

 

 

5.7

 

Volatility

 

 

89.8

%

Dividend yield

 

 

 %

Weighted-average grant date fair value

 

$

5.20