Stockholders' Equity | Note Stock-based compensation expense and valuation information Stock-based awards include (i) stock options and (ii) restricted stock units under the 2012 Equity Incentive Plan (“2012 Plan”), (iii) performance-based restricted stock units under an Incentive Award Performance-Based Restricted Stock Unit Agreement, and (iv) rights to purchase stock under the 2016 Employee Stock Purchase Plan (“ESPP”). The Company calculates the grant date fair value of all stock-based awards in determining the stock-based compensation expense. Stock-based compensation expense for all stock-based awards consists of the following (in thousands): Three Months Ended Three Months Ended June 30, 2018 June 30, 2017 Research and development $ 202 $ 331 General and administrative $ 1,077 $ 1,721 Total $ 1,279 $ 2,052 The total unrecognized compensation cost related to unvested stock option grants as of June 30, 2018 was approximately $6,639,000 and the weighted average period over which these grants are expected to vest is 2.79 years. The total unrecognized compensation cost related to unvested restricted stock units (not including performance-based restricted stock units) as of June 30, 2018 was approximately $5,337,950, 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 June 30, 2018 was approximately $167,593, which will be recognized over a weighted average period of 2.22 years. The total unrecognized stock-based compensation cost related to unvested employee stock purchase plan shares as of June 30, 2018 was approximately $8,000, which will be recognized over a period of 2 months. 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 June 30, 2018 June 30, 2017 Dividend yield — — Volatility 72.25 % 74.27 % Risk-free interest rate 2.82 % 1.62 % Expected life of options 6.00 years 6.00 years Weighted average grant date fair value $ 1.21 $ 1.79 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Considering the expected life of these options, the Company determined that a blend of historical volatility and implied volatility of comparable companies whose share prices are publicly available is more reflective of market conditions and a better indicator of expected volatility than using purely Company-specific historical volatility. 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 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 June 30, 2018 June 30, 2017 Dividend yield — — Volatility 61.35 % 74.70 % Risk-free interest rate 1.85 % 0.79 % Expected term 6 months 6 months Grant date fair value 0.30 1.04 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, the Company determined that a blend of historical volatility and implied volatility of comparable companies whose share prices are publicly available was more reflective of market conditions and a better indicator of expected volatility than using purely Company-specific historical volatility. As of September 1, 2017 and the beginning of the second year of ESPP offering periods, the Company is using the Company-specific historical volatility rate as the 6-month historical volatility is now a better indicator of expected volatility. 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 In December 2014, the Company entered into an equity offering sales agreement (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) filed with the SEC on February 27, 2015 (the “2015 Shelf”) that expired on March 17, 2018. Prior to its expiration, the Company sold an aggregate of 7,304,286 shares of common stock in at-the-market offerings under the 2014 Sales Agreement, with net proceeds of approximately $19.9 million. The Company has an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus previously declared effective by the Securities and Exchange Commission (the “SEC”) on February 22, 2018, as supplemented by a prospectus supplement, dated March 16, 2018 (the “2018 Shelf”), that expires on February 22, 2021. On March 16, 2018, the Company entered into a Sales Agreement (“2018 Sales Agreement”) with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock in “at the market” sales transactions issued pursuant to the Company’s 2018 Shelf. During the three months ended June 30, 2018, the Company issued 2,085,540 shares of common stock for net proceeds of $3.0 million in at-the-market offerings under the 2018 Sales Agreement. During the three months ended June 30, 2017, the Company issued 1,139,489 shares of common stock, for net proceeds of $3.0 million under the 2014 Sales Agreement. As of June 30, 2018, the Company has sold an aggregate of 2,085,540 shares of common stock in at-the-market offerings under the 2018 Sales Agreement, with net proceeds of approximately $3.0 million. Based on these sales, the Company cannot raise more than an aggregate of $96.9 million in future offerings under the 2018 Shelf, including the $46.9 million remaining available for future issuance through its at-the-market program under the 2018 Sales Agreement. The Company intends to use the net proceeds raised through any at-the-market sales for general corporate purposes, general administrative expenses, and working capital and capital expenditures. Restricted stock units A summary of the Company’s restricted stock unit (not including performance-based restricted stock units) activity from March 31, 2018 through June 30, 2018 is as follows: Number of Shares Weighted Average Price Unvested at March 31, 2018 2,035,345 $ 2.89 Granted 1,587,406 $ 1.19 Vested (224,016 ) $ 3.05 Cancelled / forfeited (462,525 ) $ 2.82 Unvested at June 30, 2018 2,936,210 $ 1.97 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 June 30, 2018, 100% of the Negative Adjusted EBITDA tranche had vested and the additional 20% overachievement is expected to vest in a future year. As of June 30, 2018, no other tranches are currently expected to vest in fiscal year 2019. The grant date fair values of the PBRSU was $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. A summary of the Company’s performance-based restricted stock unit activity from March 31, 2018 through June 30, 2018 is as follows: Number of Shares Maximum Number of Shares Eligible to be Issued Weighted Average Price Unvested at March 31, 2018 167,058 200,470 $ 1.88 Granted — — $ — Vested (41,764 ) (41,764 ) $ 1.88 Cancelled / forfeited — — $ — Unvested at June 30, 2018 125,294 158,706 $ 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, 2018 to June 30, 2018 is as follows: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2018 10,132,312 $ 4.01 $ 591,082 Options granted 1,750,000 $ 1.84 $ — Options cancelled / forfeited (614,070 ) $ 4.28 $ — Options exercised — $ — $ — Outstanding at June 30, 2018 11,268,242 $ 3.66 $ 821,293 Vested and Exercisable at June 30, 2018 6,852,984 $ 4.40 $ 821,293 The weighted average remaining contractual term of options exercisable and outstanding at June 30, 2018 was approximately 5.92 years. Employee Stock Purchase Plan The Company reserved 1,500,000 shares of common stock for issuance under the ESPP. 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 June 30, 2018, there were 1,285,103 shares available for purchase under the ESPP. Warrants The following table summarizes warrant activity for the three months ended June 30, 2018: Warrants Weighted Average Exercise Price Balance at March 31, 2018 220,000 $ 7.19 Granted — $ — Exercised — $ — Cancelled — $ — Balance at June 30, 2018 220,000 $ 7.19 The warrants outstanding at June 30, 2018 are exercisable at prices between $6.84 and $7.62 per share, and have a weighted average remaining term of approximately 0.96 years. Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at June 30, 2018: 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 8,557,838 Common stock reserved under the 2012 Plan 2,334,210 Common stock reserved under the 2016 Employee Stock Purchase Plan 1,285,103 Restricted stock units outstanding under the 2012 Plan 2,936,210 Common stock options outstanding and reserved under the Incentive Award Agreement 2,088,212 Restricted stock units outstanding under the Incentive Award Agreement 158,706 Total at June 30, 2018 18,202,471 |