Quarterly report pursuant to Section 13 or 15(d)

STOCK OPTIONS AND WARRANTS

v3.21.2
STOCK OPTIONS AND WARRANTS
 9 Months Ended
Sep. 30, 2021
Disclosure Text Block [Abstract]  
STOCK OPTIONS AND WARRANTS
NOTE G – STOCK OPTIONS AND WARRANTS
 
2020 Equity incentive Plan
 
In April 2020, the Company’s Board of Directors adopted the Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) wherein 2,000,000 shares of the Company’s common stock were reserved for issuance thereunder. Options and awards granted to new or existing officers, directors, employees, and non-employees vest ratably over a period as individually approved by the Board of Directors generally over three years, but not in all cases. The 2020 Plan provides for a three-month exercise period of vested options upon termination of service. The exercise price of options granted under the 2020 Plan is equal to the fair market value of the Company’s common stock on the date of grant. Options issued under the 2020 Plan have a maximum term of ten years for exercise and may be exercised with cash consideration or through a cashless exercise in which the holder forfeits a portion of the award in exchange for shares of common stock of the remaining portion of the award. As of September 30, 2021, there were
561,177
shares available for future option grants under the 2020 Plan.
 
During the nine months ended September 30, 2021 the Company granted stock options for the purchase of a total of 424,740 shares of Common Stock under the 2020 Plan, of which 364,740 were to employees and 60,000 were to directors.
The Company previously granted stock options that were not issued under
the 2020 Plan which the terms and conditions are described within the Company's Form 10-K filed on April 13, 2021.
A summary of the option award activity in
2021 and awards outstanding at September 30, 2021 (includes 100,000, 18,809,026 and 559,678 options under the 2010 Equity
Incentive
Plan,
the
non-plan
and
the
2020
Plan,
respectively)
is
as
follows:
 
 
 
Shares Under
Option
 
 
Weighted
Average
Exercise
Price
 
 
Weighted
Average
Remaining
Contractual
Life (Years)
 
 
Aggregate
Intrinsic Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2020
 
 
19,230,214
 
 
$
0.16
 
 
 
2.81
 
 
$
30,044,649
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted
 
 
424,740
 
 
 
5.61
 
 
 
 
 
 
 
-
 
Exercised
 
 
(61,770
)
 
 
0.17
 
 
 
 
 
 
 
319,433
 
Forfeited
 
 
(121,418
)
 
 
5.94
 
 
 
 
 
 
 
-
 
Expired
 
 
(3,062
)
 
 
5.51
 
 
 
 
 
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at September 30, 2021
 
 
19,468,704
 
 
$
0.33
 
 
 
2.34
 
 
$
58,046,239
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vested and exercisable at September 30, 2021
 
 
18,597,978
 
 
$
0.23
 
 
 
2.27
 
 
$
56,549,516
 
 

The fair value of stock option grants with only continued service conditions for vesting is estimated on the grant date using a Black-Scholes option pricing model. The following table illustrates the assumptions used in estimating the fair value of options granted during the periods presented: 
 
 
 
 
Nine months ended
September 30, 2021
 
Expected Term (in Years)
 
 
2 to 5
 
Volatility
 
 
85.665
%
Risk Free Rate
 
 
0.401
%
Dividend Yield
 
 
0
%
Exit Rate Pre-vesting (
1
)
 
 
0
%
Exit Rate Post-vesting (
2
)
 
 
0
%
Aggregate Grant Date Fair Value
 
$
1,389,197
 
 

(
1
)
Assumed forfeiture rate for market condition option awards prior to vesting.
 
(
2
)
Assumed expiration or forfeiture rate for market condition option awards after vesting.

Stock Purchase Warrants and Call Option
 
In the nine months ended September 30, 2021, the Company issued warrants to investors that invested $3.1 million in a private transaction in April 2021 to purchase 19,840 shares of common stock. The warrants have an exercise price of $6.25 per share, a five-year term and are fully vested. If the warrants are exercised, the Company will receive additional proceeds of $124,000.
 
In 2020, the Company issued, to a party interested in Camelina development, a non-transferable warrant for the purchase of an approximately eight-percent interest in its subsidiary, Susoils. for approximately $20 million. The warrant had an expiration date of June 1, 2021, and was not exercised. The value of the warrant upon issuance was determined to be immaterial.
 
Concurrently with the acquisition of the Bakersfield Biorefinery, the Company, through its subsidiary, GCE Acquisitions, issued an option right to the seller of the refinery to purchase up to 33 1/3% of the membership interests of GCE Acquisitions. The fair value of the option right on the date of issuance was $5.5 million and expires at ninety days after the refinery meets certain operational criteria.