Share-Based Compensation | 6. Share-Based Compensation Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to key management and as compensation for services to consultants and others. The RSUs typically vest over a two-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. The Company determines that fair value of those awards at the date of grant, and amortizes those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term. As of July 31, 2019, the Company had granted 1,912,500 RSU’s of which 1,456,250 had vested. As of July 31, 2019, 456,250 RSU’s with a fair value of $211,200, remained unvested. None of the shares vested under the RSUs had been issued as of July 31, 2019. During the nine month period ended April 30, 2020, the Company recognized $49,000 of compensation cost relating to the shares vesting during the period. In addition, the Company accelerated the vesting of 400,000 shares of stock issued to Henry R. Lambert with a remaining value of $162,000 upon his retirement during the period. In total, the Company recognized $211,000 from the vesting of these restricted stock units. For the nine months ended April 30, 2019 share-based compensation expense for RSUs was $1,007,000, of which $489,000 was due the accelerated vesting of RSU’s held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018. During the nine months ended April 30, 2020 there were no Restricted Stock Units granted, and 400,000 shares were settled and delivered to Mr. Lambert upon his retirement. At April 30, 2020, all outstanding RSUs were fully vested with no unrecognized non-cash compensation expense remaining. As of April 30, 2020, 1,512,500 RSUs are issuable. These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”. A summary of our restricted stock unit activity and related data is as follows: Outstanding at July 31, 2019 1,912,500 Granted — Vested (400,000 ) Forfeited — Outstanding at April 30, 2020 1,512,500 All of the 1,512,500 RSUs outstanding as of April 30, 2020 are fully vested and the underlying common stock has not been delivered and remains outstanding, as set forth in the RSU agreements. Stock Option Plans 2007 Equity Incentive Plan In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of April 30, 2020, there were approximately 1,185,000 shares available for issuance under the 2007 Plan. 2017 Equity Incentive Plan Our shareholders approved our 2017 Equity Incentive Plan (the “2017 Plan”) in January 2018, which has a share reserve of 5,000,000 shares of common stock that were registered under a Form S-8 filed with the SEC in February 2018. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of April 30, 2020, there were approximately 831,000 shares available for issuance under the 2017 Plan. During the nine months ended April 30, 2020, the Compensation Committee of the Board of Directors authorized the issuance of 1,240,000 stock options to our employees, officers and directors with a fair value of $265,000 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten year term. A summary of our stock option activity is as follows: Shares Weighted- Aggregate Outstanding at July 31, 2019 7,363,125 $ 1.04 $ — Granted 1,240,000 $ 0.32 $ 4,000 Exercised — $ — — Cancelled (32,500 ) $ 7.46 — Outstanding at April 30, 2020 8,570,625 $ 0.91 $ 401,000 The weighted-average remaining contractual term of options outstanding at April 30, 2020 was 4.7 years. For the nine months ended April 30, 2020 share-based compensation expense for stock options was $382,000. For the six months ended April 30, 2019 share-based compensation expense for stock options was $1,330,000, of which $739,000 was due the accelerated vesting of stock options held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018. At April 30, 2020, options to purchase 7,355,417 shares of common stock were exercisable. These options had a weighted-average exercise price of $0.99 and a weighted average remaining contractual term of 4.01 years. The weighted average grant date fair value for options granted during the nine months ended April 30, 2020 was $0.21. The total unrecognized compensation cost related to unvested stock option grants as of April 30, 2020 was approximately $205,000 and the weighted average period over which these grants are expected to vest is 1.47 years. We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Three Months Ended April 30, 2020 Three Months Ended April 30, 2019 Nine Months Ended April 30, 2020 Nine Months Ended April 30, 2019 Volatility — % 82.24 % 79.48 % 75.67 % Risk-free interest rate — % 2.55 % 1.46 % 2.63 % Dividend yield — % — % 0.0 % 0.0 % Expected life — 5.68 years 5.50 years 4.80 years Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation. The expected life of options was estimated using the average between the contractual term and the vesting term of the options. |