Stockholders' Equity | Note Stock-based compensation expense and valuation information Stock-based compensation expense for all stock awards consists of the following (in thousands): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Research and development $ 210 $ 444 $ 925 $ 1,231 General and administrative $ 1,040 $ 1,574 $ 4,675 $ 4,309 Total $ 1,250 $ 2,018 $ 5,600 $ 5,540 The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2017 was approximately $6,710,000 and the weighted average period over which these grants are expected to vest is 2.54 years. The total unrecognized compensation cost related to unvested restricted stock units (not including performance-based restricted stock units) as of December 31, 2017 was approximately $4,768,000, which will be recognized over a weighted average period of 2.98 years. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of December 31, 2017 was approximately $317,000 which will be recognized over a weighted average period of 2.25 years. As of December 31, 2017, there was no unrecognized stock-based compensation expense for restricted stock awards. The total unrecognized stock-based compensation cost related to unvested employee stock purchase plan (“ESPP”) shares as of December 31, 2017 was approximately $10,000, which will be recognized over a period of 2 months. The Company calculates the grant date fair value of all stock-based awards in determining the stock-based compensation expense. Stock-based awards include (i) stock options, (ii) restricted stock awards, (iii) restricted stock units, (iv) performance-based restricted stock units, and (v) rights to purchase stock under the 2016 Employee Stock Purchase Plan. 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: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Dividend yield — — — — Volatility 80.71 % 72.99 % 76.86 % 72.08 % Risk-free interest rate 2.15 % 1.68 % 1.81 % 1.13 % Expected life of options 6.00 years 6.00 years 6.00 years 6.00 years Weighted average grant date fair value $ 1.04 $ 2.14 $ 1.73 $ 2.43 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 as an early-stage commercial business, 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 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 fair value of each restricted stock unit and performance-based restricted stock unit is recognized as stock-based compensation expense over the vesting term of the award. The fair value is based on the closing stock price on the date of the grant. The fair value of each restricted stock award is recognized as stock-based compensation expense over the vesting term of the award. The fair value is based on the closing stock price on the date of the grant. The Company uses the Black-Scholes valuation model to calculate the fair value of shares issued pursuant to the Company’s ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended December 31, 2017 December 31, 2016 December 31, 2017 December 30, 2016 Dividend yield — — — — Volatility 43.03% 72.89% 43.03 - 74.70% 72.89% Risk-free interest rate 1.10% 0.47% 0.79 - 1.10% 0.47% Expected term 6 months 6 months 6 months 6 months Grant date fair value $ 0.52 $1.22 $0.52 - $1.04 $1.22 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. For the first full year of ESPP offering periods, beginning September 1, 2016, due to the Company’s limited historical data as an early-stage commercial business, the estimated volatility incorporates the historical and implied volatility of comparable companies whose share prices are publicly available. As of September 1, 2017 and the beginning of the second year of ESPP offering periods, the Company is using our Company-specific volatility rate. The risk-free interest rate assumption was based on U.S. Treasury rates. The expected life is the 6-month purchase period. 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 current plans to issue shares of preferred stock. Common stock On April 24, 2017, the Company filed a Registration Statement on Form S-8 with the SEC authorizing the issuance of 2,297,034 shares of the Company’s common stock, pursuant to the terms of an Incentive Award Stock Option Agreement and an Incentive Award Performance-Based Restricted Stock Unit Agreement (collectively, the “Incentive Award Agreements”). In December 2014, the Company entered into an equity offering sales agreement, or the 2014 Sales Agreement, with an investment banking firm. In July 2016, the Company registered the sale of up to $26.6 million of common stock under the 2014 Sales Agreement pursuant to its shelf registration statement on Form S-3 (File No. 333-202382), During the three and nine months ended December 31, 2017, the Company issued 2,255,541 and 3,793,758 shares of common stock, respectively, for net proceeds of $3.1 million and $7.1 million, respectively, in at-the-market offerings under the 2014 Sales Agreement. During the three and nine months ended December 31, 2016, the Company issued 0 and 997,181 shares of common stock, respectively, for net proceeds of $0 and $4.5 million, respectively. As of December 31, 2017, the Company has sold an aggregate of 5,790,939 shares of common stock in at-the-market offerings under the 2014 Sales Agreement, with net proceeds of approximately $17.9 million. Based on sales through December 31, 2017, the Company can sell an additional $14.6 million of shares pursuant to the 2014 Sales Agreement under the 2015 Shelf prior to March 17, 2018. 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. During the three months ended December 31, 2017 and 2016, the Company issued 0 and 207,500 shares of common stock upon the exercise of 0 and 207,500 warrants, respectively. During the nine months ended December 31, 2017 and 2016, the Company issued 0 and 330,604 shares of common stock up on the exercise of 0 and 367,500 warrants, respectively. During the three months ended December 31, 2017 and 2016, the Company issued 0 and 39,005 shares of common stock upon the exercise of 0 and 39,005 stock options, respectively. During the nine months ended December 31, 2017 and 2016, the Company issued 500,000 and 245,271 shares of common stock upon the exercise of 500,000 and 245,271 stock options, respectively. Restricted stock units A summary of the Company’s restricted stock unit (not including performance-based restricted stock units) activity from March 31, 2017 through December 31, 2017 is as follows: Number of Shares Weighted Average Price Unvested at March 31, 2017 1,178,114 $ 3.57 Granted 1,959,678 $ 2.62 Vested (451,587 ) $ 3.27 Cancelled / forfeited (533,233 ) $ 2.91 Unvested at December 31, 2017 2,152,972 $ 2.93 Performance-based restricted stock units On April 24, 2017, in connection with the appointment of a new Chief Executive Officer (“CEO”), the Company allocated 208,822 Performance-Based Restricted Stock Units (“PBRSUs”) outside of the 2012 Plan. The Company intends for these to be “inducement awards” within the meaning of NASDAQ Marketplace Rule 5635(c)(4). While outside the Company’s 2012 Plan, the terms and conditions of these awards are consistent with awards granted to the Company’s executive officers pursuant to the 2012 Plan. On August 23, 2017, the Board of Directors formally approved the vesting criteria for the PBRSUs allocated by the Company on April 24, 2017. The units are divided into five separate tranches each with independent vesting criteria. The first four tranches have performance criteria related to annual revenue goals with measurement at the end of fiscal year 2018 (20 percent), fiscal year 2019 (20 percent), fiscal year 2020 (20 percent), and fiscal year 2021 (20 percent). The fifth tranche has a performance metric related to a path to profitability goal measured as Negative Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) achievable at any point between the grant date and the end of fiscal year 2020 (20 percent). The number of units that ultimately vest for each tranche will range from 0 percent to 120 percent of the target amount, not to exceed 208,822 in aggregate. As of December 31, 2017, no tranches had vested and 0% of current year tranche is expected to vest, but 120% of the Negative Adjusted EBITDA tranche is expected to vest in a future year. The grant date fair values of the tranches are collectively $393,000 of which one-fifth is being recognized over each tranches’ service period. The Company began recording stock-based compensation expense for these tranches after the August 23, 2017 grant date when the financial performance goals were established and approved. As of December 31, 2017, PBRSUs from the Negative Adjusted EBITDA tranche are expected to vest in the amount of 50,117 shares. A summary of the Company’s performance-based restricted stock unit activity from March 31, 2017 through December 31, 2017 is as follows: Number of Shares Weighted Average Price Unvested at March 31, 2017 — $ — Granted 208,822 $ 1.88 Vested — $ — Cancelled / forfeited — $ — Unvested at December 31, 2017 208,822 $ 1.88 Stock options On April 24, 2017, in connection with the appointment of a new CEO, the Company granted 2,088,212 stock options outside of the 2012 Plan. The Company intends for these to be “inducement awards” within the meaning of NASDAQ Marketplace Rule 5635(c)(4). While granted outside the Company’s 2012 Plan, the terms and conditions of these awards are consistent with awards granted to the Company’s executive officers pursuant to the 2012 Plan. These stock options vest A summary of the Company’s stock option activity from March 31, 2017 to December 31, 2017 is as follows: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2017 10,956,201 $ 4.63 $ 4,876,437 Options granted 2,370,168 $ 2.64 $ — Options cancelled / forfeited (1,394,217 ) $ 5.07 $ — Options exercised (500,000 ) $ 1.65 $ 235,000 Outstanding at December 31, 2017 11,432,152 $ 4.30 $ 783,962 Vested and Exercisable at December 31, 2017 7,177,206 $ 4.88 $ 783,962 The weighted average remaining contractual term of options exercisable and outstanding at December 31, 2017 was approximately 5.1 years. Employee Stock Purchase Plan In June 2016, our Board of Directors adopted, and in August 2016 stockholders subsequently approved, the 2016 Employee Stock Purchase Plan (“ESPP”). We reserved 1,500,000 shares of common stock for issuance thereunder. The ESPP permits employees after five months of service to purchase common stock through payroll deductions, limited to 15 percent of each employee’s compensation up to the lower of $25,000 or 10,000 shares per employee per year. Shares under the ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period. The initial offering period commenced in September 2016. At December 31, 2017, there were 1,372,960 shares available for purchase under the ESPP. Warrants The following table summarizes warrant activity for the nine months ended December 31, 2017: Warrants Weighted Average Exercise Price Balance at March 31, 2017 221,370 $ 7.16 Granted — $ — Exercised — $ — Cancelled (1,370 ) $ 2.28 Balance at December 31, 2017 220,000 $ 7.19 The warrants outstanding at December 31, 2017 are exercisable at prices between $6.84 and $7.62 per share, and have a weighted average remaining term of approximately 1.46 years. Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at December 31, 2017: Common stock warrants outstanding 220,000 Common stock options outstanding under the 2008 Plan 622,192 Common stock options outstanding and reserved under the 2012 Plan 12,026,320 Common stock reserved under the 2016 Employee Stock Purchase Plan 1,372,960 Restricted stock units outstanding under the 2012 Plan 2,152,972 Common stock options outstanding and reserved under the Incentive Award Agreements 2,088,212 Restricted stock units outstanding under the Incentive Award Agreements 208,822 Total at December 31, 2017 18,691,478 |