Stockholders' Equity | 8. Stockholders’ Equity In February 2017, the Company entered into an ATM program pursuant to which, under its Form S-3 12-month During March 2017, the Company sold 1,411,686 shares of common stock under the ATM program at a weighted average price of $1.74 per share for gross proceeds of $2.45 million. Share issue costs, including sales agent commissions, totaled $76,000. From April 1, 2017 through May 4, 2017, the Company sold an additional 3,600,007 shares of common stock at a weighted average price of $1.74 per share for gross proceeds of approximately $6.3 million under its ATM program. On account of the ASX listing rules noted above, and after aggregating all of the shares sold under the ATM program from March 1, 2017 through May 4, 2017, the Company may issue approximately 100,000 additional shares of common stock without obtaining stockholder approval of any further issuances of common shares during the ensuing 12-month Warrants to Purchase Common Shares The following table provides a reconciliation of warrants to purchase common stock for the nine months ended March 31, 2017 and 2016: Nine Months Ended March 31, 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period 623,605 $ 2.50 1,176,105 $ 3.67 Expired — — (552,500 ) 5.00 Balance and exercisable at end of period 623,605 $ 2.50 623,605 $ 2.50 The outstanding warrants at March 31, 2017 have an expiration date of August 7, 2017. 2016 Long Term Incentive Plan The Company’s shareholders approved the adoption of the 2016 Incentive Plan on December 12, 2016 (the Adoption Date”), which was approved by the Board of Directors on October 3, 2016 and subsequently amended by the Compensation Committee of the Board of Directors on February 3, 2017 to change the name of the plan to the 2016 Long Term Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the issuance of stock options and other awards to employees and directors of, and consultants and advisors to, the Company. The 2016 Plan provides for the issuance of up to 3,000,000 shares of common stock reserved for issuance under the 2016 Plan plus, as of December 31, 2016, (i) 489,241 shares of common stock that were previously available for grant under the pSivida Corp. 2008 Incentive Plan, as amended (the “2008 Plan”) and (ii) up to 6,257,891 shares of common stock that would otherwise have become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 Plan. During the three months ended March 31, 2017, no equity awards were made under the 2016 Plan and 30,200 options that were forfeited under the 2008 Plan became available for grant under the 2016 Plan. At March 31, 2017, a total of 3,519,441 shares were available for grant under the 2016 Plan. 2008 Plan The 2008 Plan provides for the issuance of stock options and other stock awards to directors, employees and consultants. As of December 12, 2016, which was the effective date of the 2016 Plan, there were 336,741 shares available for grant of future awards under the 2008 Plan, which were carried over to the 2016 Plan. Effective as of such date, the Compensation Committee terminated the 2008 Plan in all respects, other than with respect to previously-granted awards, and no additional stock options and other stock awards will be issued under the 2008 Plan. Subsequent to December 12, 2016 and through March 31, 2017, an additional 182,700 stock options under the 2008 Plan were forfeited and became available for grant under the 2016 Plan. The following table provides a reconciliation of stock option activity under the 2008 Plan for the nine months ended March 31, 2017: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding at July 1, 2016 4,981,421 $ 3.60 Granted 1,535,300 3.24 Exercised (84,080 ) 1.18 Forfeited (484,950 ) 4.02 Outstanding at March 31, 2017 5,947,691 $ 3.50 4.59 $ 130 Outstanding at March 31, 2017 - vested or unvested and expected to vest 5,826,821 $ 3.50 4.51 $ 130 Exercisable at March 31, 2017 4,100,657 $ 3.53 2.62 $ 130 During the nine months ended March 31, 2017, the Company granted 1,405,300 options to employees with ratable annual vesting over 4 years, 90,000 options to non-executive 1-year non-executive 10-year Option life (in years) 5.50 - 6.25 Stock volatility 70% - 72% Risk-free interest rate 1.23% - 2.08% Expected dividends 0% Inducement Option Grant In connection with the September 15, 2016 hire of the Company’s President and CEO, the Company granted, as an inducement award, 850,000 options to purchase common stock with ratable vesting over 4 years, an exercise price of $3.63 per share and a 10-year Restricted Stock Units During the nine months ended March 31, 2017, the Company issued 700,000 market-based Restricted Stock Units (“market-based RSUs”) to two employees, which included 500,000 as an inducement grant to the Company’s President and CEO, and 200,000 issued under the 2008 Plan. The market-based RSUs vest based upon a relative percentile rank of the 3-year Grant date stock price $1.91 - $3.63 Stock volatility 50% - 60% Risk-free interest rate 0.87% - 0.98% Expected dividends 0% The weighted-average grant date fair value of the market-based RSUs was $1.35 per share. Stock-Based Compensation Expense The Company’s statements of comprehensive loss included total compensation expense from stock-based payment awards for the three and nine months ended March 31, 2017 and 2016, as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2017 2016 2017 2016 Compensation expense included in: Research and development $ 267 $ 180 $ 803 $ 521 General and administrative 377 481 971 1,028 $ 644 $ 661 $ 1,774 $ 1,549 In connection with termination benefits provided to the Company’s former Chief Executive Officer, the vesting of certain options was accelerated in accordance with the terms of the options, the exercise period for all vested options was extended through September 14, 2017, and all remaining non-vested non-vested In connection with termination benefits provided to the Company’s former Vice President, Corporate Affairs and General Counsel, the vesting of certain options was accelerated in accordance with the terms of the options, the exercise period for all vested options was extended through June 28, 2018 and all remaining non-vested At March 31, 2017, there was approximately $3.4 million of unrecognized compensation expense related to unvested stock options under the 2008 Plan, the inducement stock option grant to the Company’s President and CEO and the market-based RSUs, which is expected to be recognized as expense over a weighted-average period of approximately 2.1 years. |