Stockholders' Equity | Note 3. Stockholders’ Equity Stock-based compensation expense and valuation information Stock-based awards include stock options and restricted stock units under the 2012 Equity Incentive Plan, as amended (“2012 Plan”) and Inducement Awards, performance-based restricted stock units under an Incentive Award Performance-Based Restricted Stock Unit Agreement, and 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 Six Months Ended Six Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Research and development $ 10 $ 229 $ 174 $ 431 General and administrative $ 1,226 $ 1,045 $ 2,282 $ 2,122 Total $ 1,236 $ 1,274 $ 2,456 $ 2,553 The total unrecognized compensation cost related to unvested stock option grants as of September 30, 2019 was approximately $5,586,000 and the weighted average period over which these grants are expected to vest is 2.34 years. The total unrecognized compensation cost related to unvested restricted stock units (not including performance-based restricted stock units) as of September 30, 2019 was approximately $2,116,000, which will be recognized over a weighted average period of 2.21 years. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2019 was approximately $2,720,000, which will be recognized over a weighted average period of 1.85 years. As of September 30, 2019, there are no participants enrolled into the employee stock purchase plan for the current purchase period, beginning September 1, 2019. 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 Six Months Ended Six Months Ended September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Dividend yield — — — — Volatility 84.36 % 73.19 % 84.36 % 72.98 % Risk-free interest rate 1.53 % 2.74 % 1.53 % 2.75 % Expected life of options 6.00 years 6.00 years 6.00 years 6.00 years Weighted average grant date fair value $ 0.23 $ 0.73 $ 0.23 $ 0.84 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Prior to fiscal year 2020, the Company used a blend of historical volatility and implied volatility of comparable companies. As of April 1, 2019, the Company is using the Company-specific historical volatility rate as it is more reflective of market conditions and a better indicator of expected 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. Prior to fiscal year 2020, certain options granted to consultants were subject to variable accounting treatment and were required to be revalued until vested. As of April 1, 2019, the measurement and classification of share-based payment to non-employees is consistent with the measurement and classification of share-based payment to employees. 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 Six Months Ended Six Months Ended September 30, 2019* September 30, 2018 September 30, 2019* September 30, 2018 Dividend yield — — — — Volatility 43.69 % 61.35 - 80.23% 43.69 % 61.35 - 80.23% Risk-free interest rate 2.52 % 1.85 - 2.29% 2.52 % 1.85 - 2.29% Expected term 6 months 6 months 6 months 6 months Grant date fair value $0.29 $0.30 - $0.45 $0.29 $0.30 - $0.45 *There are no participants in the ESPP for the current purchase period (beginning September 1, 2019). The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the 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 On June 25, 2019, the Company received a notice letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq will provide the Company with a period of 180 calendar days, or until December 23, 2019, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company’s common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it elects to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. The Company’s failure to regain compliance during this second compliance period could result in delisting. The June 25, 2019 Notice does not result in the immediate delisting of the Company’s common stock from the Nasdaq Global Market. The Company will continue to monitor the closing bid price of its common stock over the 180-day period to see if its closing bid price may increase based on its future filings with the Securities and Exchange Commission or any future announcements the Company may be able to issue regarding its business. The Company will also consider its available options to regain compliance, including effecting a reverse stock split, which would be subject to the prior approval of the Company’s stockholders. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements necessary for the Company to maintain the listing of its common stock on the Nasdaq Global Market. 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 (the “2018 Shelf”), that expires on February 22, 2021, which registered $100,000,000 of common stock, preferred stock, warrants and units, or any combination of the foregoing. 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”) and filed a prospectus supplement to the 2018 Shelf, 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 having an aggregate offering price of up to $50,000,000 (the “Shares”). Any shares offered and sold will be issued pursuant to the Company’s 2018 Shelf. During the three and six months ended September 30, 2019, the Company issued 0 and 6,087,382 shares of common stock, respectively, for net proceeds of $0 and $5.0 million in at-the-market offerings under the 2018 Sales Agreement. During the three and six months ended September 30, 2018, the Company issued 1,676,590 and 3,762,130 shares of common stock, respectively, for net proceeds of approximately $2.1 million and $5.1 million under the 2018 Sales Agreement. As of September 30, 2019, the Company has sold an aggregate of 17,719,185 shares of common stock in at-the-market offerings under the 2018 Sales Agreement, with gross proceeds of approximately $18.7 million. Based on these sales, the Company cannot raise more than an aggregate of $81.3 million in future offerings under the 2018 Shelf, including the $31.3 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. On July 26, 2018, the Company filed an amendment to its certificate of incorporation to increase the number of authorized shares of common stock to 200,000,000 shares. Restricted stock units A summary of the Company’s restricted stock unit (not including performance-based restricted stock units) activity from March 31, 2019 through September 30, 2019 is as follows: Number of Shares Weighted Average Price Unvested at March 31, 2019 2,080,723 $ 1.80 Granted 585,926 $ 0.97 Vested (435,192 ) $ 2.22 Cancelled / forfeited (874,864 ) $ 1.24 Unvested at September 30, 2019 1,356,593 $ 1.67 Performance-based restricted stock units On April 24, 2017, the Company issued a Performance-Based Restricted Stock Unit Award for 208,822 shares of common stock (the “PBRSU”) to its newly hired Chief Executive Officer. The PBRSU was issued outside of the 2012 Plan, in the Inducement Award Agreement, as an “inducement award” 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 PBRSU. The vesting of the PBRSU is divided into five separate tranches each with independent vesting criteria. The first four tranches had 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 had 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. Based on changes to the Company’s strategy, on December 12, 2018, the Board of Directors formally approved an amendment to the vesting criteria for the PBRSUs. As of December 12, 2018, 100% of the Negative Adjusted EBITDA tranche, or 41,764 shares had vested and 8,352 units had been forfeited. Based on the amendment to the vesting criteria, the remaining 158,706 units eligible to vest upon future performance were divided into three separate but equal tranches with independent vesting criteria based on the achievement of certain regulatory milestones. As of September 30, 2019, no tranches are expected to vest unless there is a change in control. Based on the amended PBRSU vesting terms, which the Company believes are probable of being achieved, a Type III modification, the modified grant date fair value of the PBRSUs is $165,000 of which one-third is being recognized over the expected service period of each tranche ending on April 23, 2023. The Company began recording stock-based compensation expense for the initial performance tranches after the August 23, 2017 grant date when the initial financial performance goals were established and approved and has modified its recording of compensation expense in accordance with the amended performance tranches beginning on December 12, 2018. On July 2, 2019, the Company issued Performance-Based Restricted Stock Unit Awards (the “PBRSU Retention Awards”) for an aggregate of 6,027,899 shares of common stock to its management team. The PBRSUs were issued pursuant to the 2012 Plan. The PBRSU Retention Awards will vest in full upon the earlier of the Company’s engagement in a pre-IND meeting with the FDA, twenty-four months from the grant date, or a change in control. As of September 30, 2019, all PBRSUs are expected to vest twenty-four months from the grant date. A summary of the Company’s performance-based restricted stock unit activity from March 31, 2019 through September 30, 2019 is as follows: Number of Shares Weighted Average Price Unvested at March 31, 2019 158,706 $ 1.04 Granted 6,027,899 $ 0.49 Vested — $ — Cancelled / forfeited — $ — Unvested at September 30, 2019 6,186,605 $ 0.50 Stock options A summary of the Company’s stock option activity from March 31, 2019 to September 30, 2019 is as follows: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2019 12,039,264 $ 2.24 $ — Options granted 342,500 $ 0.32 $ — Options cancelled / forfeited (558,544 ) $ 1.53 $ — Options exercised — $ — $ — Outstanding at September 30, 2019 11,823,220 $ 2.21 $ — Vested and Exercisable at September 30, 2019 5,910,480 $ 2.91 $ — The weighted average remaining contractual term of options exercisable and outstanding at September 30, 2019 was approximately 6.10 years. Employee Stock Purchase Plan In June 2016, Warrants The following table summarizes warrant activity for the six months ended September 30, 2019: Warrants Weighted Average Exercise Price Balance at March 31, 2019 145,000 $ 7.11 Granted — $ — Exercised — $ — Cancelled (50,000 ) $ 7.62 Balance at September 30, 2019 95,000 $ 6.84 The warrants outstanding at September 30, 2019 are exercisable at a price of $6.84 per share and have a weighted average remaining term of approximately 0.10 years. Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at September 30, 2019: Common stock warrants outstanding 95,000 Common stock options outstanding and reserved under the 2012 Plan 8,760,314 Common stock reserved under the 2012 Plan 7,991,803 Common stock reserved under the 2016 Employee Stock Purchase Plan 1,188,718 Restricted stock units outstanding under the 2012 Plan 1,236,058 Performance-based restricted stock units outstanding under the 2012 Plan 6,027,899 Common stock options outstanding and reserved under the Incentive Award Agreement 3,062,906 Restricted stock units outstanding under the Incentive Award Agreement 120,535 Performance-based restricted stock units outstanding under the Incentive Award Agreement 158,706 Total at September 30, 2019 28,641,939 |