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 June 30, 2020 June 30, 2019 Research and development $ — $ 164 General and administrative $ 925 $ 1,056 Total $ 925 $ 1,220 The total unrecognized compensation cost related to unvested stock option grants as of June 30, 2020 was approximately $2,651,000 and the weighted average period over which these grants are expected to vest is 1.58 years, assuming no change of control. The total unrecognized compensation cost related to unvested restricted stock units (not including performance-based restricted stock units) as of June 30, 2020 was approximately $702,000, which will be recognized over a weighted average period of 1.48 years, assuming no change of control. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of June 30, 2020 was approximately $1,038,000, which will be recognized over a weighted average period of 1.19 years, assuming no change of control. As of June 30, 2020, there are no participants enrolled into the employee stock purchase plan for the current purchase period, beginning March 1, 2020. 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 assumed dividend yield is 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 weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The measurement and classification of share-based payments to non-employees is consistent with the measurement and classification of share-based payments to employees. There were no options granted in the three months ended June 30, 2020 and 2019. 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, 2020* June 30, 2019 Dividend yield — — Volatility 0.00 % 43.69 % Risk-free interest rate 0.00 % 2.52 Expected term 0 months 6 months Grant date fair value $ - $ 0.29 *There are no participants in the ESPP for the current purchase period (beginning March 1, 2020). 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). On December 26, 2019, the Company obtained an additional compliance period of 180 calendar days by electing to transfer to The Nasdaq Capital Market. On March 26, 2020, the Company obtained shareholder approval to effect a reverse stock split in a range from 20:1 to 40:1, which remains subject to the approval of the Company’s board of directors, in order to meet the minimum closing bid price per share requirement under the Nasdaq Listing Rules. On April 17, 2020 the Company received an additional notice letter from Nasdaq indicating that based on extraordinary market conditions, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares requirements (collectively, the “Price-based Requirements”) through June 30, 2020. Accordingly, since the Company had 66 calendar days remaining in its compliance period as of April 16, 2020, the Company will, upon reinstatement of the Price-based Requirements, still have 66 calendar days from July 1, 2020, or until September 4, 2020, to regain compliance. The Company can regain compliance, either during the suspension or during the compliance period resuming after the suspension, by evidencing compliance with the Price-based Requirements for a minimum of 10 consecutive trading days. The Company intends to comply with the Price-based Requirements by effecting the Reverse Stock Split. 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. 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 to maintain the listing of its common stock on The Nasdaq Capital Market. The Company’s failure to regain compliance during this second compliance period could result in delisting. 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 months ended June 30, 2020 and 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. As of June 30, 2020, 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. Restricted stock units The following table summarizes the Company’s restricted stock units (not including performance-based restricted stock units) activity from March 31, 2020 through June 30, 2020: Number of Shares Weighted Average Price Unvested at March 31, 2020 480,256 $ 1.95 Granted — $ — Vested (61,626 ) $ 2.57 Cancelled / forfeited — $ — Unvested at June 30, 2020 418,630 $ 1.85 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. 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 percent 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 June 30, 2020, no tranches are expected to vest unless there is a change in control. Based on the amended PBRSU vesting terms, 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 June 30, 2020, all PBRSUs are expected to vest twenty-four months from the grant date. The following table summarizes the Company’s performance-based restricted stock unit activity from March 31, 2020 through June 30, 2020: Number of Shares Weighted Average Price Unvested at March 31, 2020 3,952,927 $ 0.51 Granted — $ — Vested — $ — Cancelled / forfeited — $ — Unvested at June 30, 2020 3,952,927 $ 0.51 Stock options The following table summarizes the Company’s stock option activity from March 31, 2020 to June 30, 2020: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2020 7,638,076 $ 2.08 $ 37,440 Options granted — $ — $ — Options cancelled / forfeited — $ — $ — Options exercised — $ — $ — Outstanding at June 30, 2020 7,638,076 $ 2.08 $ 79,237 Vested and Exercisable at June 30, 2020 4,593,119 $ 2.48 $ 3,396 The weighted average remaining contractual term of options exercisable and outstanding at June 30, 2020 was approximately 7.13 years. Employee Stock Purchase Plan In June 2016, Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at June 30, 2020: Common stock options outstanding and reserved under the 2012 Plan 5,549,864 Common stock reserved under the 2012 Plan 14,158,654 Common stock reserved under the 2016 Employee Stock Purchase Plan 1,188,718 Restricted stock units outstanding under the 2012 Plan 418,630 Performance-based restricted stock units outstanding under the 2012 Plan 3,794,221 Common stock options outstanding and reserved under the Incentive Award Agreement 2,088,212 Performance-based restricted stock units outstanding under the Incentive Award Agreement 158,706 Total at June 30, 2020 27,357,005 |