STOCK-BASED COMPENSATION | NOTE 5 – STOCK-BASED COMPENSATION Amended 2017 Equity Incentive Plan In October 2017, the Board approved the 2017 Equity Incentive Plan (the Plan), as amended, with 1,000,000 shares of common stock reserved for issuance. In January 2020 and August 2021, the Board approved increases in the number of shares reserved for issuance by 333,334 and 1,333,334 shares, respectively. In January 2023 and February 2024, the Company’s stockholders approved increases in the number of shares reserved for issuance under the Plan by an additional 2,000,000 and 3,000,000 shares, respectively. Under the Plan, eligible employees, directors and consultants may be granted a broad range of awards, including stock options, stock appreciation rights, restricted stock, performance-based awards and restricted stock units. The Plan is administered by the Board or, in the alternative, a committee designated by the Board. Stock-Based Compensation Expense Stock options granted by the Company generally vest over 36 months and have a 10-year term. As of September 30, 2024, the unamortized compensation cost related to stock options was approximately $1,763,000 and is expected to be recognized as expense over a weighted-average period of approximately 1.8 years. In October 2023, under its Two-Part FDA Submission and Clearance Milestone Bonus Program (the Bonus Program), the Company granted stock options to purchase 909,533 shares of common stock, which were subject to vesting based upon the achievement of certain performance milestones by the Company and continued service by the optionees. In January 2024, options to purchase 625,326 shares (net of forfeitures), which were granted under part one of the Bonus Program, vested upon the Company’s submission to the FDA. In August 2024, options to purchase 242,307 shares (net of forfeitures), which were granted under part two of the Bonus Program, were canceled, as the Company did not receive clearance from the FDA for its MODD1 product by August 1, 2024. In August 2024, the Company granted new options to purchase 339,298 shares (the Clearance Options), which were subject to vesting based upon the Company’s receipt of clearance from the FDA for its MODD1 product by December 31, 2024 and continued service by the optionees. The Clearance options vested in full in September 2024 upon the Company’s receipt of clearance from the FDA for its MODD1 product. The weighted-average grant date fair value of options granted was $1.41 and $1.00 per share for the six months ended September 30, 2024 and 2023, respectively, and $1.51 and $1.02 for the three months ended September 30, 2024 and 2023, respectively. The following assumptions were used in the fair-value method calculations: Three Months Ended September 30, Six Months Ended 2024 2023 2024 2023 Risk-free interest rates 3.4% - 4.1% 4.4% - 4.6% 3.5% - 4.4% 3.5% - 4.6% Volatility 114% - 117% 127% 114% - 123% 82.6% - 152.2% Expected life (years) 5.0 – 5.7 5.0 – 5.7 5.0 – 5.7 5.0 – 6.2 The fair values of options at the grant date were estimated utilizing the Black-Scholes valuation model, which includes simplified methods to establish the fair term of options, as well as average volatility. The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. A dividend yield of zero was applied because the Company has never paid dividends and has no intention to pay dividends in the foreseeable future. The Company accounts for forfeitures as they occur. The following table summarizes the activity in the shares available for grant under the Plan during the six months ended September 30, 2024: Options Outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance at March 31, 2024 3,648,651 3,689,341 $ 3.70 Share awards (3,875 ) — 1.56 Options granted (682,375 ) 682,375 1.52 Options exercised — (7,530 ) 1.08 Options cancelled and returned to the Plan 42,230 (42,230 ) 2.62 Balance at June 30, 2024 3,004,631 4,321,956 $ 3.36 Share awards (3,875 ) — 2.28 Options granted (483,673 ) 483,673 1.81 Options cancelled and returned to the Plan 274,901 (274,901 ) 1.51 Balance at September 30, 2024 2,791,984 4,530,728 $ 3.33 A stock option was exercised on a cashless basis for 7,530 shares of common stock during the six months ended September 30, 2024. There were no stock options exercised during the six months ended September 30, 2023. During the six months ended September 30, 2024 and 2023, the Company awarded 7,750 and 12,640 shares, respectively, and for the three months ended September 30, 2024 and 2023, the Company awarded 3,875 and 6,265 shares, respectively, to its non-employee directors under the Company’s outside director compensation plan. For the six months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for these share awards of approximately $15,000 and $13,000, respectively, and for the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for these share awards of approximately $9,000 and $7,000, respectively. A summary of restricted stock unit (RSU) activity under the Plan is presented below. Weighted Number of Grant-Date Non-vested shares at March 31, 2024 187,499 $ 0.91 Vested (20,832 ) $ 0.91 Non-vested shares at June 30, 2024 166,667 $ 0.91 Vested (20,833 ) $ 0.91 Non-vested shares at September 30, 2024 145,834 $ 0.91 The total intrinsic value of RSUs outstanding as of September 30, 2024 was approximately $328,000. The unamortized compensation cost at September 30, 2024 was approximately $94,000 related to RSUs and is expected to be recognized as expense over a period of approximately 1.75 years. The following table summarizes the range of outstanding and exercisable options as of September 30, 2024: Options Outstanding Options Exercisable Range of Exercise Price Number Weighted Weighted Number Weighted Aggregate $0.93 - $2.28 3,098,454 8.41 $ 1.57 2,640,918 $ 1.55 $ 1,839,613 $3.95 - $7.51 933,145 6.69 $ 5.30 836,533 $ 5.42 — $8.61 - $17.70 499,129 6.73 $ 10.56 490,036 $ 10.56 — $0.93 - $17.70 4,530,728 7.87 $ 3.33 3,967,487 $ 3.48 $ 1,839,613 The intrinsic value per share is calculated as the excess of the closing price of the common stock on the Company’s principal trading market over the exercise price of the option. |