STOCKHOLDERS’ EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY At-The-Market (“ATM”) Offering On December 21, 2020 the Company entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of its common stock, par value $ 0.001 The Company agreed to pay HCW a commission in an amount equal to 3.0 In addition, the Company agreed to reimburse HCW for certain legal and other expenses incurred up to a maximum of $50,000 to establish the ATM Offering, and $2,500 per quarter thereafter to maintain such program under the Sales Agreement On May 27, 2021, the Company filed Amendment No. 1 (the “Amendment”) to the prospectus supplement dated December 21, 2020 (the “Prospectus Supplement”) to increase the size of the ATM Offering from an aggregate offering price of up to $ 10 20 From December 21, 2020 through September 30, 2022, the Company sold an aggregate of 1,169,564 12.24 14.3 13.7 The Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249521), declared effective by the Securities and Exchange Commission (the “Commission”) on October 26, 2020, and the Prospectus. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act. The Company or the HCW may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and HCW each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement. Registered Direct Offering On September 27, 2021, the Company closed a registered direct offering, priced at-the-market under Nasdaq rules (“RDO”) for the sale of 2,142,860 1,071,430 7.00 15.0 1.0 7.00 The securities sold in the RDO were sold pursuant to a “shelf” registration statement on Form S-3 (File No. 333-249521), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2020 and declared effective by the SEC on October 26, 2020. The registered direct offering of the securities was made by means of a prospectus supplement dated September 22, 2021 and filed with the SEC, that forms a part of the effective registration statement. Warrants In August 2020 and in conjunction with the Company’s public offering, the Company issued five-year 185,955 4.80 513,000 In connection with the Company’s RDO, in September 2021 the Company issued five-year 1,071,430 7.00 3,874,000 4.99 In May 2022 and in conjunction with entry into a credit facility with Cleveland Capital, L.P. (“Cleveland”), Herndon Plant Oakley, Ltd. (“HPO”), and other lenders (together with Cleveland and HPO, the “Lenders”), the Company issued five-year 128,000 2.53 173,000 In June 2022 and in conjunction with the entry into the Second Amendment to Loan and Security Agreement with Silicon Valley Bank (“SVB”), the Company issued twelve-year 40,806 2.23 80,000 Warrant detail for the three months ended September 30, 2022 is reflected below: SCHEDULE OF STOCK WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Per Warrant Weighted Average Remaining Contract Term (# years) Warrants outstanding and exercisable at June 30, 2022 1,455,119 $ 6.10 Warrants issued 1,071,430 $ 7.00 Warrants cancelled (83,205 ) $ 4.00 Warrants outstanding and exercisable at September 30, 2022 1,371,914 $ 6.23 4.18 Warrant detail for the three months ended September 30, 2021 is reflected below: Number of Warrants Weighted Average Exercise Price Per Warrant Weighted Average Remaining Contract Term (# years) Warrants outstanding and exercisable at June 30, 2021 214,883 $ 4.49 Warrants issued 1,071,430 $ 7.00 Warrants outstanding at September 30, 2021 1,286,313 6.58 4.61 Warrants exercisable at September 30, 2021 968,670 $ 6.44 4.48 Stock Options In connection with the reverse acquisition of Flux Power, Inc in 2012, the Company assumed the 2010 Plan. As of September 30, 2022, there were 21,944 On February 17, 2015 the Company’s stockholders approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan offers certain employees, directors, and consultants the opportunity to acquire the Company’s common stock subject to vesting requirements, and serves to encourage such persons to remain employed by the Company and to attract new employees. The 2014 Plan allows for the award of the Company’s common stock and options, up to 1,000,000 203,870 On April 29, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the issuance of awards for up to 2,000,000 Activity in the Company’s stock options during the three months ended September 30, 2022 and related balances outstanding as of that date are reflected below: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2022 503,433 $ 11.03 Granted - $ - Exercised - $ - Forfeited and cancelled (3,500 ) $ 13.60 Outstanding and exercisable at September 30, 2022 499,933 $ 11.02 4.31 Activity in the Company’s stock options during the three months ended September 30, 2021 and related balances outstanding as of that date are reflected below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2021 531,205 $ 11.02 Granted - $ - Exercised (3,400 ) $ 4.65 Forfeited and cancelled (2,626 ) $ 13.60 Outstanding at September 30, 2021 525,179 11.05 6.32 Exercisable at September 30, 2021 499,533 $ 10.97 6.25 Restricted Stock Units On November 5, 2020, the Company’s Board of Directors approved an amendment to the 2014 Plan, to allow grants of Restricted Stock Units (“RSUs”). Subject to vesting requirements set forth in the RSU Award Agreement, one share of common stock is issuable for one vested RSU. On November 5, 2020, the Board of Directors authorized the following RSUs to be granted under the amended 2014 Plan: (i) a total of 43,527 91,338 45,652 45,686 18,312 97,828 48,914 48,914 81,786 76,206 Activity in RSUs during the three months ended September 30, 2022 and related balances outstanding as of that date are reflected below: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Shares Weighted Average Grant date Fair Value Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2022 304,221 $ 6.06 Granted 5,034 $ 2.70 Vested and settled (1,678 ) $ 2.70 Forfeited and cancelled (34,679 ) $ 7.06 Outstanding at September 30, 2022 272,898 $ 5.89 1.53 Activity in RSUs during the three months ended September 30, 2021 and related balances outstanding as of that date are reflected below: Number of Shares Weighted Average Grant date Fair Value Weighted Average Remaining Contract Term (# years) Outstanding at June 30, 2021 131,652 $ 9.25 Granted - $ - Forfeited and cancelled (4,683 ) $ 8.88 Outstanding at September 30, 2021 126,969 $ 9.26 2.59 Stock-based Compensation Stock-based compensation expense for the three months ended September 30, 2022 and 2021 represents the estimated fair value of stock options and RSUs at the time of grant amortized under the straight-line method over the expected vesting period and reduced for estimated forfeitures of options and RSUs. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from original estimates. At September 30, 2022, the aggregate intrinsic value of exercisable stock options was approximately $ 0 The following table summarizes stock-based compensation expense for employee and non-employee stock option and RSU grants: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSES 2022 2021 Three Months Ended 2022 2021 Research and development $ 26,000 $ 36,000 Selling and administrative 69,000 164,000 Total stock-based compensation expense $ 95,000 $ 200,000 At September 30, 2022, the unamortized stock-based compensation expense related to outstanding RSUs was approximately $ 690,000 1.53 |