Stockholders' Equity | 9 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
Stockholders' Equity | Note 3. Stockholders’ Equity |
Common stock |
A shelf registration statement on Form S-3 (File No. 333-189995), or shelf, was filed with the SEC on July 17, 2013 authorizing the offer and sale in one or more offerings of up to $100,000,000 in aggregate of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. This shelf was declared effective by the SEC on July 26, 2013. |
On August 2, 2013, the Company, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Lazard Capital Markets LLC, acting as representative of the underwriters named in the Underwriting Agreement (the “Underwriters”) and joint book-runner with Oppenheimer & Co. Inc., relating to the issuance and sale of 10,350,000 shares of the Company’s common stock, which includes the issuance and sale of 1,350,000 shares pursuant to an overallotment option exercised by the Underwriters on August 5, 2013 (the “Offering”). JMP Securities LLC and Maxim Group LLC each acted as co-managers for the Offering. The price to the public in the Offering was $4.50 per share, and the Underwriters purchased the shares from the Company pursuant to the Underwriting Agreement at a price of $4.23 per share. The net proceeds to the Company from the Offering were approximately $43.4 million, after deducting underwriting discounts and commissions and other offering expenses of $3.2 million payable by the Company, including the Underwriters’ exercise of the overallotment option. The transactions contemplated by the Underwriting Agreement closed on August 7, 2013. |
In November 2013, the Company entered into an equity distribution agreement with an investment banking firm. Under the terms of the distribution agreement, the Company may offer and sell up to 4,000,000 shares of its common stock, from time to time, through the investment bank in “at the market” offerings, as defined by the SEC, and pursuant to the Company’s effective shelf registration statement previously filed with the SEC. During the year ended March 31, 2014, the Company issued 334,412 shares of common stock in at the market offerings under the distribution agreement with net proceeds of $3.5 million. During the three and nine months ended December 31, 2014, the Company issued 0 and 2,197,768 shares of common stock in at the market offerings under the distribution agreement with net proceeds of $0 and $16.1 million, respectively. |
In December 2014, the Company entered into an equity offering sales agreement with another investment banking firm. Under the terms of the sales agreement, the Company may offer and sell shares of its common stock , from time to time, through the investment bank in “at the market” offerings, as defined by the SEC, and pursuant to the Company’s effective shelf registration statement previously filed with the SEC. As of December 31, 2014, the Company has not sold any shares of common stock in at the market offerings under the sales agreement. The Company intends to use the net proceeds raised through any “at-the-market” sales for general corporate purposes, including research and development, the commercialization of the Company’s products, general administrative expenses, and working capital and capital expenditures. |
The Company will limit future sales under the 2013 distribution agreement and the 2014 sales agreement to ensure that it does not exceed the maximum amount available for sale under its effective shelf registration statement previously filed with the SEC. Based on its use of the shelf registration statement through December 31, 2014, the Company cannot sell more than an aggregate of $33,210,335 in shares of common stock under the 2013 distribution agreement and the 2014 sales agreement. |
In addition, during the three months ended December 31, 2014 and 2013, the Company issued 100,000 and 533,533 shares of common stock upon exercise of 100,000 and 600,306 warrants, respectively. During the nine months ended December 31, 2014 and 2013, the Company issued 210,600 and 2,404,519 shares of common stock upon exercise of 211,647 and 2,878,863 warrants, respectively. |
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Finally, during the three and nine months ended December 31, 2014, the Company issued 9,961 and 98,707 shares of common stock upon exercise of 10,612 and 99,358 stock options, respectively. During the three and nine months ended December 31, 2013, the Company issued 76,501 and 83,801 shares of common stock upon exercise of 76,501 and 83,801 stock options, respectively. |
Restricted stock awards |
In May 2008, the Board of Directors of the Company approved the 2008 Equity Incentive Plan (the “2008 Plan”). The 2008 Plan authorized the issuance of up to 1,521,584 common shares for awards of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock award units, and stock appreciation rights. The 2008 Plan terminates on July 1, 2018. No shares have been issued under the 2008 Plan since 2011, and the Company does not intend to issue any additional shares from the 2008 Plan in the future. |
In January 2012, the Board of Directors of the Company approved the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan authorized the issuance of up to 6,553,986 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock or cash awards. The Board of Directors and stockholders of the Company approved an amendment to the 2012 Plan in August 2013 to increase the number of shares of common stock that may be issued under the 2012 Plan by 5,000,000 shares, for an aggregate of 11,553,986 shares issuable under the 2012 Plan. The 2012 Plan terminates ten years after its adoption. |
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During the nine months ended December 31, 2013, the Company issued an aggregate of 60,000 restricted stock units with immediate vesting to a consultant. No restricted stock units were awarded during the nine months ended December 31, 2014. |
During the three months ended December 31, 2014 and 2013, there were 3,703 and 3,703 shares of restricted stock, respectively, cancelled related to shares of common stock returned to the Company, at the option of the holders, to cover the tax liability related to the vesting of 8,750 and 8,750 restricted stock units, respectively. During the nine months ended December 31, 2014 and 2013, there were 109,808 and 164,243 shares of restricted stock, respectively, cancelled related to shares of common stock returned to the Company, at the option of the holders, to cover the tax liability related to the vesting of 205,000 and 305,000 restricted stock units, respectively. Upon the return of the common stock, an equal number of stock options with immediate vesting were granted to the individuals at the vesting date market value strike price. |
On August 6, 2012, 200,000 restricted stock awards were issued to a member of senior management, the vesting of which was performance based with achievement to be measured at December 31, 2014 or earlier if the metric was achieved. As of December 31, 2014, the Company had determined that three of the four target metrics had been achieved with the fourth performance metric criteria not met resulting in 150,000 shares of restricted stock vested and the remaining 50,000 restricted stock awards surrendered back to the Company unvested. The Company recognized the related stock-based compensation expense over the requisite service period ending on December 31, 2014. |
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A summary of the Company’s restricted stock award activity from March 31, 2014 through December 31, 2014 is as follows: |
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| | Number of | | | | | | | | | | | | | |
Shares | | | | | | | | | | | | |
Unvested at March 31, 2014 | | | 573,495 | | | | | | | | | | | | | |
Granted | | | — | | | | | | | | | | | | | |
Vested | | | (205,000 | ) | | | | | | | | | | | | |
Canceled / forfeited | | | (52,500 | ) | | | | | | | | | | | | |
Unvested at December 31, 2014 | | | 315,995 | | | | | | | | | | | | | |
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The fair value of each restricted common stock award is recognized as stock-based compensation expense over the vesting term of the award. The Company recorded restricted stock-based compensation expense in operating expenses for employees and non-employees of approximately $48,000 and $148,000 for the three months ended December 31, 2014 and 2013, respectively, and approximately $315,000 and $681,000 for the nine months ended December 31, 2014 and 2013, respectively. Stock-based compensation expense included in research and development was $4,000 and $4,000 for the three months ended December 31, 2014 and 2013, respectively, and $12,000 and $12,000 for the nine months ended December 31, 2014 and 2013, respectively. Stock-based compensation expense included in general and administrative expense was $44,000 and $144,000 for the three months ended December 31, 2014 and 2013, respectively, and $303,000 and $669,000 for the nine months ended December 31, 2014 and 2013, respectively. |
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As of December 31, 2014, total unrecognized restricted stock-based compensation expense was approximately $328,000, which will be recognized over a weighted average period of 0.83 years. |
Stock options |
Under the 2012 Plan, 310,203 and 91,203 stock options were issued during the three months ended December 31, 2014 and 2013, respectively, and 867,058 and 665,743 stock options were issued during the nine months ended December 31, 2014 and 2013, respectively, at various exercise prices. The stock options generally vest on the one year anniversary of the grant date, quarterly over a three year period, or over a four-year period, with a quarter vesting on either the one year anniversary of employment or the one year anniversary of the vesting commencement date, and the remainder vesting ratably over the remaining 36 month terms. |
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A summary of the Company’s stock option activity for the nine months ended December 31, 2014 is as follows: |
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| | Options | | | Weighted- | | | Aggregate | | | | | |
Outstanding | Average | Intrinsic | | | | |
| Exercise Price | Value | | | | |
Outstanding at March 31, 2014 | | | 5,935,888 | | | $ | 4.87 | | | $ | 20,482,823 | | | | | |
Options granted | | | 867,058 | | | $ | 7.23 | | | | | | | | | |
Options canceled | | | (35,443 | ) | | $ | 7.25 | | | | | | | | | |
Options exercised | | | (99,358 | ) | | $ | 2.18 | | | $ | 462,948 | | | | | |
Outstanding at December 31, 2014 | | | 6,668,145 | | | $ | 5.21 | | | $ | 18,539,044 | | | | | |
Vested and Exercisable at December 31, 2014 | | | 2,559,635 | | | $ | 3.01 | | | $ | 11,124,896 | | | | | |
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The weighted-average remaining contractual term of options exercisable and outstanding at December 31, 2014 was approximately 7.82 years and 8.36 years, respectively. |
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The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: |
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| | Three Months Ended | | | Three Months Ended | | | Nine Months Ended | | | Nine Months Ended | |
| | 31-Dec-14 | | | 31-Dec-13 | | | 31-Dec-14 | | | 31-Dec-13 | |
Dividend yield | | | — | | | | — | | | | — | | | | — | |
Volatility | | | 77 | % | | | 82.3 | % | | | 77.1 | % | | | 83.9 | % |
Risk-free interest rate | | | 1.67 | % | | | 0.78 | % | | | 1.64 | % | | | 0.82 | % |
Expected life of options | | 6.00 years | | | 6.00 years | | | 6.00 years | | | 6.00 years | |
Weighted average grant date fair value | | $ | 4.49 | | | $ | 5.54 | | | $ | 4.86 | | | $ | 4 | |
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The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Due to the Company’s limited historical data, the estimated volatility incorporates the historical and implied volatility of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury rates. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Certain options granted to consultants are subject to variable accounting treatment and are required to be revalued until vested. |
The total stock option-based compensation recorded as operating expense was approximately $1,533,000 and $605,000 for the three months ended December 31, 2014 and 2013, respectively, and $4,900,000 and $2,160,000 for the nine months ended December 31, 2014 and 2013, respectively. Expense included in research and development was $327,000 and $129,000 for the three months ended December 31, 2014 and 2013, respectively, and $856,000 and $262,000 for the nine months ended December 31, 2014 and 2013, respectively. Expense included in general and administrative was $1,206,000 and $476,000 for the three months ended December 31, 2014 and 2013, respectively and $4,044,000 and $1,898,000 for the nine months ended December 31, 2014 and 2013, respectively. |
The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2014 was approximately $15,100,000 and the weighted average period over which these grants are expected to vest is 2.84 years. |
Warrants |
During the three months ended December 31, 2014 and 2013, 0 and 450,176 warrants, respectively, were exercised through a cashless exercise provision for issuance of 0 and 383,403 shares of common stock, respectively. During the nine months ended December 31, 2014 and 2013, 8,647 and 2,485,233 warrants, respectively, were exercised through a cashless exercise provision for issuance of 7,600 and 2,010,889 shares of common stock, respectively. During the three and nine months ended December 31, 2014, 100,000 and 203,000 warrants, respectively, were exercised at prices ranging from $1.00 to $2.21 for total proceeds of $221,000 and $445,000, respectively and during the three and nine months ended December 31, 2013, 150,130 and 393,630 warrants, respectively, were exercised at prices ranging from $1.00 and $3.24 for total proceeds of $284,696 and $935,876. |
Of the warrants exercised during the three months ended December 31, 2014 and 2013, 0 and 60,176, respectively, were derivative liabilities and were valued at the settlement date. Of the warrants exercised during the nine months ended December 31, 2014 and 2013, 8,647 and 1,878,104, respectively, were derivative liabilities and were valued at the settlement date. For the three months ended December 31, 2014 and 2013, and the nine months ended December 31, 2014 and 2013, respectively, approximately $0, $375,000, $55,000, and $10,522,000, of the warrant liability was removed due to the exercise of these warrants. (See Note 2). |
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During April 2013, the Company entered into amendment agreements for 269,657 warrants to purchase common stock which reduced the exercise price of the warrants from $1.00 to $0.85 and removed the down-round price protection provision of the warrant agreement related to the adjustment of exercise price upon issuance of additional shares of common stock. As a result of the removal of the down-round price protection provision, the warrants were reclassified from liability to equity instruments at their fair value of $767,000. The Company determined the incremental expense associated with the modification based on the fair value of the awards prior to and subsequent to the modification. The fair value of the awards subsequent to modification was calculated using the Black-Scholes model. The incremental expense associated with the modification of approximately $12,000 was recognized as interest expense for the nine months ended December 31, 2013. |
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During the year ended December 31, 2012, the Company entered into four agreements with consultants for services. In connection with the agreements, the Company issued a total of 650,000 warrants to purchase common stock, at prices ranging from $1.70 to $3.24, with lives ranging from two to five years, to be earned over service periods of up to six months. The fair value of the warrants was estimated to be approximately $890,000, which was recognized as a prepaid asset and was amortized over the term of the consulting agreements. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. The Black-Scholes model, using volatility rates ranging from 79.8% to 103.8% and risk-free interest rate factors ranging from 0.24% to 0.63%, were used to determine the value. The value has been amortized over the term of the agreements. The Company recognized approximately $72,000 during the nine months ended December 31, 2013 related to these services. |
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During November 2013 the Company entered into an agreement with a consultant for services. In connection with the agreement, the Company issued 75,000 warrants to purchase common stock, at a price of $7.36, with a life of five years, to be earned over a twelve month service period. The fair value of the warrants was estimated to be approximately $404,000, which was recognized as a prepaid asset and has been amortized over the term of the consulting agreement. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. The Black-Scholes model, using a volatility rate of 96.90% and a risk-free interest rate factor of 0.60%, was used to determine the value. The Company recognized approximately $39,000 and $241,000 during the three and nine months ended December 31, 2014, respectively, related to these services. |
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Additionally, during September 2014, the Company issued 50,000 warrants to a consultant in recognition of services previously provided. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. The Company recognized approximately $0 and $273,000 during the three and nine months ended December 31, 2014, respectively, related to these services. |
During November 2014 the Company entered into an agreement with a consultant for services. In connection with the agreement, the Company issued 145,000 warrants to purchase common stock, at a price of $6.84, with a life of five years, to be earned over a seventeen month service period ending on March 31, 2016. The final number of vested warrant shares will be determined, at the discretion of management, based on management’s judgment of the satisfaction of specific performance metrics prior to the earliest to occur of March 31, 2016 or the termination of the consulting arrangement with the Company. The initial fair value of the warrants was estimated to be approximately $309,000, which is being revalued and amortized over the term of the consulting agreement. These warrants were classified as equity instruments because they do not contain any anti-dilution provisions. The Black-Scholes model, using a volatility rate of 76.50% and a risk-free interest rate factor of 1.65%, was used to determine the value. The Company recognized approximately $35,000 during the three and nine months ended December 31, 2014, respectively, related to these services. |
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The following table summarizes warrant activity for the nine months ended December 31, 2014: |
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| | Warrants | | | Weighted- | | | | | | | | | |
Average | | | | | | | | |
Exercise Price | | | | | | | | |
Balance at March 31, 2014 | | | 1,194,756 | | | $ | 1.79 | | | | | | | | | |
Granted | | | 195,000 | | | $ | 7.04 | | | | | | | | | |
Exercised | | | (211,647 | ) | | $ | 2.14 | | | | | | | | | |
Balance at December 31, 2014 | | | 1,178,109 | | | $ | 2.59 | | | | | | | | | |
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The warrants outstanding at December 31, 2014 are exercisable at prices between $0.85 and $7.62 per share, and have a weighted average remaining term of approximately 2.63 years. |
Common stock reserved for future issuance |
Common stock reserved for future issuance consisted of the following at December 31, 2014: |
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Common stock warrants outstanding | | | 1,178,109 | | | | | | | | | | | | | |
Common stock options outstanding under the 2008 Plan | | | 672,192 | | | | | | | | | | | | | |
Common stock options outstanding and reserved under the 2012 | | | 9,403,590 | | | | | | | | | | | | | |
Plan | | | | | | | | | | | | |
Total | | | 11,253,891 | | | | | | | | | | | | | |
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Preferred stock |
The Company is authorized to issue 25,000,000 shares of preferred stock. There are no shares of preferred stock currently outstanding, and the Company has no present plans to issue shares of preferred stock. |