Stockholders' Equity | 7. Stockholders’ Equity In February 2017, the Company entered into an ATM program pursuant to which, under its Form S-3 shelf registration statement, the Company may, at its option, offer and sell shares of its common stock from time to time for an aggregate offering price of up to $20.0 million. The Company will pay the sales agent a commission of up to 3.0% of the gross proceeds from the sale of such shares. The Company’s ability to sell shares under the ATM program is subject to ASX listing rules, as defined, limiting the number of shares the Company may issue in any 12-month period without stockholder approval, as well as other applicable rules and regulations of the ASX and Nasdaq. During the three and six months ended December 31, 2017, the Company sold 5,056,216 and 5,900,000 shares of common stock, respectively, under the ATM program, each at a weighted average price of $1.23 per share, for gross proceeds of approximately $6.2 million and $7.3 million, respectively. Share issue costs, including sales agent commissions, totaled $158,000 and $239,000 for the three and six months ended December 31, 2017, respectively. At the Company’s annual meeting of stockholders held on December 15, 2017, stockholders approved two proposals that, pursuant to applicable ASX Listing Rules, permit the Company to issue up to 25% of its then issued and outstanding capital without any further stockholder approval in the next 12 months, unless such stockholder approval is required by applicable law, other rules of the ASX, the rules of Nasdaq or the rules of another stock exchange on which the Company’s securities may be listed at the time. Warrants to Purchase Common Shares The following table provides a reconciliation of warrants to purchase common stock for the six months ended December 31, 2017 and 2016: Six Months Ended December 31, 2017 2016 Number of Weighted Number of Weighted Balance at beginning of period 623,605 $ 2.50 623,605 $ 2.50 Expired (623,605 ) 2.50 — — Balance and exercisable at end of period — $ — 623,605 $ 2.50 2016 Long-Term Incentive Plan The 2016 Long-Term Incentive Plan (the “2016 Plan”), approved by the Company’s stockholders on December 12, 2016 (the “Adoption Date”), provides for the issuance of up to 3,000,000 shares of common stock reserved for issuance under the 2016 Plan plus any additional shares of common stock that were available for grant under the 2008 Incentive Plan (the “2008 Plan”) at the Adoption Date or would otherwise become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 Plan. At December 31, 2017, a total of 5,058,977 shares of common stock were authorized for issuance under the 2016 Plan, which included 1,155,530 stock options that were forfeited under the 2008 Plan during the six months ended December 31, 2017. At December 31, 2017, a total of 3,005,361 shares were available for new awards. Stock Options The following table provides a reconciliation of stock option activity under the 2016 Plan for the six months ended December 31, 2017: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding at July 1, 2017 482,000 $ 1.77 Granted 505,000 1.59 Outstanding at December 31, 2017 987,000 $ 1.68 9.54 $ 3 Exercisable at December 31, 2017 — $ — — $ — During the six months ended December 31, 2017, the Company granted 265,000 options to employees with ratable annual vesting over 3 years, 100,000 options to non-executive directors with 1-year cliff vesting, 40,000 options to a newly appointed non-executive director with ratable annual vesting over 3 years and 100,000 options to an external consultant with 6.5 months cliff vesting at June 30, 2018. In accordance with ASX Listing Rules, all equity awards authorized by the Compensation Committee of the Board to the Company’s executive and non-executive directors are subject to stockholder approval, with the grant date fair value measured at the stockholder approval date and vesting measured from the Compensation Committee authorization date. All option grants have a 10-year term. The weighted-average grant date fair value of these options was $0.56 per share. In determining the grant date fair value of option awards under the 2016 Plan during the six months ended December 31, 2017, the Company applied the Black-Scholes option pricing model based on the following key assumptions: Option life (in years) 5.50 – 6.00 Stock volatility 59.5% – 64.4% Risk-free interest rate 2.18% – 2.22% Expected dividends 0% Time-Vested Restricted Stock Units Time-vested restricted stock unit awards (“RSUs”) issued to date under the 2016 Plan generally vest on a ratable annual basis over 3 years. The related stock-based compensation expense is recorded over the requisite service period, which is the vesting period. The fair value of all time-vested RSUs is based on the closing share price of the Company’s common stock on the date of grant. In connection with retention bonus agreements entered into in January 2017 (see Note 5), a total of 305,616 RSUs were issued on December 22, 2017 subject to one-year cliff vesting. The following table provides a reconciliation of RSU activity under the 2016 Plan for the six months ended December 31, 2017: Number of Weighted Nonvested at July 1, 2017 248,500 $ 1.77 Granted 425,616 1.07 Nonvested at December 31, 2017 674,116 $ 1.33 At December 31, 2017, the weighted average remaining vesting term of the RSUs was 1.35 years. Performance-Based Stock Units Performance Stock Units (“PSUs”) have been awarded to certain employees. The performance conditions associated with the PSU awards are as follows: (a) for one third of the PSUs, upon an FDA acceptance of the Company’s NDA submission of Durasert three-year uveitis for review on or before March 31, 2018 and (b) for two-thirds of the PSUs, upon an FDA approval of Durasert three-year uveitis on or before March 31, 2019. For each performance criteria that is achieved, 50% of the underlying stock units that are associated with that performance condition will vest at the achievement date and 50% will vest on the first anniversary of such date, in each case subject to continued employment through such date. At September 30, 2017 and December 31, 2017, the first performance condition associated with the PSUs was deemed probable of achievement and, accordingly, stock-based compensation was recorded for that portion of the PSUs during the six months ended December 31, 2017. The following table provides a reconciliation of PSU activity under the 2016 Plan for the six months ended December 31, 2017: Number of Weighted Outstanding at July 1, 2017 210,000 $ 1.77 Granted 115,000 1.13 Outstanding at December 31, 2017 325,000 $ 1.54 Assuming that the first performance condition is achieved, at December 31, 2017 the weighted average remaining vesting term of the PSUs was 10.5 months. Deferred Stock Units A total of 67,500 deferred stock units (“DSUs”) were issued to incumbent non-executive directors and ratified at the December 15, 2017 annual meeting of stockholders. The DSUs vest on June 27, 2018. Subsequent to vesting, the DSUs will be settled in shares of the Company’s common stock upon the earliest to occur of (i) each director’s termination of service on the Company’s Board of Directors and (ii) the occurrence of a change of control as defined in the award agreement. The weighted average grant date fair value of the DSUs was $1.13. At December 31, 2017, the weighted average remaining vesting term of the DSUs was 6 months. 2008 Incentive Plan The 2008 Plan provided for the issuance of stock options and other stock awards to directors, employees and consultants. From December 12, 2016, the Adoption Date of the 2016 Plan, through the balance of fiscal 2017, a total of 903,447 shares that would have been available for grant of future awards under the 2008 Plan were carried over to the 2016 Plan. Effective as of the Adoption 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 could be issued under the 2008 Plan. During the six months ended December 31, 2017, an additional 1,155,530 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 six months ended December 31, 2017: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding at July 1, 2017 5,563,685 $ 3.48 Forfeited (1,155,530 ) 3.92 Outstanding at December 31, 2017 4,408,155 $ 3.36 5.30 $ — Exercisable at December 31, 2017 3,205,063 $ 3.36 4.15 $ — All option grants have a 10-year term. A total of 643,942 options vested during the six months ended December 31, 2017. Inducement Option Grant At June 30, 2017 and December 31, 2017, there were 850,000 stock options outstanding that were issued as an inducement award to the Company’s President and CEO in September 2016. The options have an exercise price of $3.63 per share, a 10-year term and are subject to pro rata annual vesting over 4 years. Although the stock options were not awarded under the 2008 Plan, the stock options are subject to and governed by the terms and conditions of the 2008 Plan. A total of 212,500 of these options vested during the six months ended December 31, 2017. Market-Based Restricted Stock Units At June 30, 2017 and December 31, 2017, there were 700,000 market-based Restricted Stock Units (“market-based RSUs”) outstanding to two employees, which included 500,000 issued as an inducement award 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 change in the closing price of the Company’s common stock compared to that of the companies that make up the Nasdaq Biotechnology Index. The Company estimated the fair value of the market-based RSUs using a Monte Carlo valuation model on the respective dates of grant. Stock-Based Compensation Expense The Company’s consolidated statements of comprehensive loss included total compensation expense from stock-based payment awards for the three and six months ended December 31, 2017 and 2016, as follows (in thousands): Three Months Ended Six Months Ended 2017 2016 2017 2016 Compensation expense included in: Research and development $ 288 $ 300 $ 592 $ 536 General and administrative 318 96 695 594 $ 606 $ 396 $ 1,287 $ 1,130 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 options were forfeited. Additionally, in connection with the U.K. restructuring, the exercise period of all vested options held by the former U.K. employees was extended through June 30, 2017 and all non-vested options were forfeited. These option modifications and forfeitures were accounted for in the quarter ended September 30, 2016, the net effect of which resulted in an approximate $274,000 increase of stock-based compensation expense included in general and administrative expense and an approximate $35,000 reduction of stock-based compensation expense included in research and development expense for the six months ended December 31, 2016 in the table above. In connection with termination benefits provided to the Company’s former Vice President, Corporate Affairs and General Counsel, the vesting of certain non-vested options was accelerated in accordance with the terms of the options, the exercise period for all vested options was extended through June 26, 2018 and all remaining non-vested options were forfeited. The option modification and forfeitures were accounted for in the quarter ended December 31, 2016, the net effect of which resulted in an approximate $117,000 reduction of stock-based compensation expense included in general and administrative expense for the three and six months ended December 31, 2016 in the table above. At December 31, 2017, there was approximately $3.6 million of unrecognized compensation expense related to outstanding stock options under the 2008 Plan, the inducement stock option grant to the Company’s President and CEO, the market-based RSU awards and the stock options, RSU awards, PSU awards and DSU awards issued under the 2016 Plan, which is expected to be recognized as expense over a weighted-average period of approximately 1.57 years. |