Stockholders' Equity | 9. Stockholders’ Equity 2018 Equity Financing On the Closing Date, the Company entered into a Securities Purchase Agreement (the “First Tranche Securities Purchase Agreement”) with EW Healthcare Partners, L.P. and EW Healthcare Partners-A, On the Closing Date, the Company entered into a Second Securities Purchase Agreement (the “Second Tranche Securities Purchase Agreement” and together with the First Tranche Securities Purchase Agreement, the “Securities Purchase Agreements”) with the First Tranche Investors and another accredited investor (collectively, the “Second Tranche Investors”), pursuant to which the Company will, subject to the approval of the Company’s stockholders, offer and sell to the Second Tranche Investors an aggregate of approximately $25.5 million of Units, subject to a maximum of 27,250,000 units, with each Unit consisting of (a) one share of the Company’s common stock and (b) one warrant to purchase a share of the Company’s common stock (the “Second Tranche Transaction” and together with the First Tranche Transaction, the “Equity Transactions”). The First Tranche Investors have the option at any time prior to the closing of the Second Tranche Transaction to allocate the purchase of up to 50% of the Units being issued and sold to them in the Second Tranche Transaction to one or more accredited investors, subject to certain conditions set forth in the Second Securities Purchase Agreement. The purchase price for each share of the Company’s common stock to be issued in the Second Tranche Transaction will be an amount equal to the lower of (a) $1.265 (which is a 15% premium to the First Tranche Purchase Price) and (b) a 20% discount to the volume weighted average price (“VWAP”) of the shares of the Company’s common stock on Nasdaq for the 20 trading days immediately prior to the closing of the Second Tranche Transaction; provided, however, that the purchase price cannot be lower than $0.88, which is a 20% discount to the First Tranche Purchase Price. The warrants to be issued in the Second Tranche Transaction (each a “Second Tranche Warrant,” and collectively, the “Second Tranche Warrants”) will be exercisable any time on or after the closing of the Second Tranche Transaction until on or prior to the close of business on the 15th business day following the date on which the holders of the Second Tranche Warrants receive written notice from the Company that the Centers for Medicare & Medicaid Services (“Medicare”) has announced that a new C-Code The aggregate gross proceeds from the Second Tranche Transaction are expected to be approximately $25.5 million, not including any proceeds from the exercise of the Second Tranche Warrants. The Company has determined that the Company’s common stock issued in the First Tranche Transaction and the future obligation to issue Units in the Second Tranche Transaction are freestanding instruments. The Company’s common stock issued in the First Tranche Transaction is recorded to equity on the Company’s Balance Sheet and will not be measured at fair value at each reporting period. The future obligation to issue Units in the Second Tranche Transaction is recorded as a liability on the Company’s Balance Sheet and will be remeasured at fair value at each reporting period. The Company has determined that the First Tranche Transaction and the Second Tranche Transaction should be accounted for as a single transaction. Accordingly, the total consideration received on the issuance date of $9.5 million was first allocated to the future obligation to issue Units in the Second Tranche Transaction at fair value as of the issuance date, with the residual amount allocated to the Company’s common stock issued in the First Tranche Transaction. Further, issuance costs of $343,000 were allocated to each of the freestanding instruments on the basis of relative fair value. A net amount of approximately $4.6 million was allocated to the Company’s common stock issued in the First Tranche Transaction and the future obligation to issue Units in the Second Tranche Transaction, respectively, as of the issuance date. As of March 31, 2018, the fair value of the Second Tranche Transaction liability was approximately $6.9 million and the Company recorded the $2.2 million change in fair value in the Consolidated Statement of Comprehensive Loss. ATM Facility In February 2017, the Company entered into an ATM program pursuant to which, under its Form S-3 12-month During the nine months ended March 31, 2018, the Company sold 5,900,000 shares of its common stock under the ATM program at a weighted average price of $1.23 per share for gross proceeds of approximately $7.3 million. Share issue costs, including sales agent commissions, totaled $239,000 for the nine months ended March 31, 2018. The Company did not sell any shares of its common stock pursuant to the ATM program during the three months ended March 31, 2018. During the three and nine months ended March 31, 2017, the Company sold 1,411,686 shares of its common stock under the ATM program at a weighted price of $1.74 for gross proceeds of $2.45 million. Share issue costs, including sales agent commissions, totaled $76,000. Warrants to Purchase Common Shares The following table provides a reconciliation of warrants to purchase shares of the Company’s common stock for the nine months ended March 31, 2018 and 2017: Nine Months Ended March 31, 2018 2017 Weighted Weighted Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balance at beginning of period 623,605 $ 2.50 623,605 $ 2.50 Issued 409,091 1.10 — — Expired (623,605 ) 2.50 — — Balance and exercisable at end of period 409,091 $ 1.10 623,605 $ 2.50 In connection with the Loan (see Note 8), the Company (i) issued a warrant to purchase 409,091 shares of the Company’s common stock at an exercise price of $1.10 per share with a seven-year term and (ii) has contingently issuable warrants that are issuable in the event the Company draws down the additional tranche of debt. This contingently issuable warrant has been classified as a liability as the settlement amount is predominantly based upon a fixed dollar amount with a variable number of shares. Equity Incentive Plans 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 the Company’s common stock reserved for issuance under the 2016 Plan plus any additional shares of the Company’s 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 March 31, 2018, a total of 5,483,977 shares of the Company’s common stock were authorized for issuance under the 2016 Plan, which included 1,380,530 stock options and 200,000 restricted stock units that were forfeited under the 2008 Plan during the nine months ended March 31, 2018. At March 31, 2018, a total of 3,575,361 shares were available for new awards. Stock Options The following table provides a reconciliation of stock option activity under the Company’s equity incentive plans for the nine months ended March 31, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life Value (in years) (in thousands) Outstanding at July 1, 2017 6,045,685 $ 3.34 Granted 530,000 1.58 Forfeited (1,470,530 ) 3.48 Outstanding at March 31, 2018 5,105,155 $ 3.12 5.54 $ 41 Exercisable at March 31, 2018 3,207,063 $ 3.36 3.71 $ 20 During the nine months ended March 31, 2018, the Company granted 290,000 options to employees with ratable annual vesting over 3 years, 100,000 options to non-executive 1-year non-executive non-executive 10-year Option life (in years) 5.50 - 6.00 Stock volatility 59.5% - 64.4% Risk-free interest rate 2.18% - 2.68% Expected dividends 0% Options to purchase a total of 645,942 shares of the Company’s common stock vested during the nine months ended March 31, 2018. 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 6), a total of 305,616 RSUs were issued on December 22, 2017 subject to one-year The following table provides a reconciliation of RSU activity under the 2016 Plan for the nine months ended March 31, 2018: Weighted Number of Average Restricted Grant Date Stock Units Fair Value Nonvested at July 1, 2017 248,500 $ 1.77 Granted 425,616 1.07 Forfeited (45,000 ) 1.77 Nonvested at March 31, 2018 629,116 $ 1.30 At March 31, 2018, the weighted average remaining vesting term of the RSUs was one year. 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 YUTIQ for review on or before March 31, 2018 and (b) for two-thirds The following table provides a reconciliation of PSU activity under the 2016 Plan for the nine months ended March 31, 2018: Weighted Number of Average Performance Grant Date Stock Units Fair Value Outstanding at July 1, 2017 210,000 $ 1.77 Granted 115,000 1.13 Vested (48,332 ) 1.52 Forfeited (35,000 ) 1.77 Outstanding at March 31, 2018 241,668 $ 1.52 The weighted average remaining vesting term of the PSUs associated with the first performance condition was approximately 11.6 months. Deferred Stock Units A total of 67,500 deferred stock units (“DSUs”) were issued to incumbent non-executive The weighted average grant date fair value of the DSUs was $1.13. At March 31, 2018, the weighted average remaining vesting term of the DSUs was approximately 3 months. Inducement Option Grant At June 30, 2017 and March 31, 2018, 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 Market-Based Restricted Stock Units The following table provides a reconciliation of market-based restricted stock units for the nine months ended March 31, 2018: Weighted Number of Average Market-Based Grant Date Stock Units Fair Value Outstanding at July 1, 2017 700,000 $ 1.35 Forfeited (200,000 ) 1.09 Outstanding at March 31, 2018 500,000 $ 1.45 At June 30, 2017, there were 700,000 market-based Restricted Stock Units (“market-based RSUs”) outstanding, which included 500,000 issued as an inducement award to the Company’s President and CEO and 200,000 issued to another employee under the 2008 Plan. At March 31, 2018, there were 500,000 market-based RSUs outstanding due to a forfeiture of 200,000 market-based RSUs upon an employee’s resignation. Subject to a service condition, the number of shares underlying the one remaining market-based RSU that vests will be based upon a relative percentile rank of the 3-year 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 nine months ended March 31, 2018 and 2017, as follows (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2018 2017 2018 2017 Compensation expense included in: Research and development $ 315 $ 267 $ 907 $ 803 General and administrative 128 377 823 971 $ 443 $ 644 $ 1,730 $ 1,774 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 non-vested non-vested At March 31, 2018, there was approximately $2.4 million of unrecognized compensation expense related to outstanding equity awards under the 2016 Plan, the 2008 Plan and the inducement awards to the Company’s President and CEO that is expected to be recognized as expense over a weighted-average period of approximately 1.42 years. |