Stockholders' Equity | Note 3. Stockholders’ Equity Stock-based Compensation Expense and Valuation Information Stock-based awards include stock options and RSUs under the Company’s Amended and Restated 2012 Equity Incentive Plan (“2012 Plan”), inducement awards, performance-based RSUs under an Incentive Award Performance-Based Restricted Stock Unit Agreement, the Company’s 2021 Inducement Equity Incentive Plan (“Inducement Plan”), and rights to purchase stock under the 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 Nine Months Ended Nine Months Ended December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Research and development $ 111 $ 45 $ 267 $ 51 General and administrative $ 477 $ 161 $ 1,162 $ 5,218 Total $ 588 $ 206 $ 1,429 $ 5,269 The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2021 was approximately $4.7 million and the weighted average period over which these grants are expected to vest is 2.45 years. The total unrecognized compensation cost related to unvested RSUs (not including performance-based RSUs) as of December 31, 2021 was approximately $0.2 million, which will be recognized over a weighted average period of 3.06 years. The Company uses either the Black-Scholes or Monte Carlo option-pricing models to calculate the fair value of stock options, depending on the complexity of the equity grants. 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 is 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. 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, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Dividend yield — — — — Volatility 95.42 % 108.74 % 95.96 % 108.41 % Risk-free interest rate 1.20 % 0.33 % 1.19 % 0.27 % Expected life of options 5.69 years 6.00 years 5.70 years 6.00 years Weighted average grant date fair value $ 5.20 $ 6.09 $ 5.23 $ 6.21 The fair value of each RSU and performance-based RSU 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 ESPP. Stock-based compensation expense is recognized over the purchase 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 is based on U.S. Treasury rates. The expected life is the 6-month purchase period. There were no participants in the ESPP for the current purchase period (beginning September 1, 2021), nor any participants in the ESPP for the comparative 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 The Company previously had an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus previously declared effective by the SEC on February 22, 2018 (the “2018 Shelf”), which registered $100.0 million of common stock, preferred stock, warrants and units, or any combination of the foregoing, that was set to expire on February 22, 2021. On January 19, 2021, the Company filed a shelf registration statement on Form S-3 (File No. 333-252224) to register $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants and units, or any combination of the foregoing (the “2021 Shelf”) and a related prospectus. The 2021 Shelf was declared effective by the SEC on January 29, 2021 and replaced the 2018 Shelf at that time. On January 29, 2021, the Company entered into a Sales Agreement (“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 2021 Shelf, pursuant to which the Company could 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 $50.0 million. Any shares offered and sold will be issued pursuant to the 2021 Shelf. During the three and nine months ended December 31, 2021, the Company issued 0 and 27,545 shares of common stock for net proceeds of $0 and $0.3 million in at-the-market offerings under the Sales Agreement, respectively. As of December 31, 2021, the Company has sold an aggregate of 1,580,862 shares of common stock in at-the-market offerings under the Sales Agreement, with gross proceeds of approximately $21.7 million. As of December 31, 2021, there was approximately $128.3 million available for future offerings under the 2021 Shelf, and approximately $28.3 million available for future offerings through the Company’s ATM program under the Sales Ageement. In March 2021, the Company’s Board of Directors (“Board”) approved the Inducement Plan. The Inducement Plan authorized the issuance of up to 750,000 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares, and other stock or cash awards. RSUs The following table summarizes the Company’s RSUs (not including performance-based RSUs) activity from March 31, 2021 through December 31, 2021: Number of Shares Weighted Average Price Unvested at March 31, 2021 21,057 $ 10.79 Granted — $ — Vested (436 ) $ 21.73 Cancelled / forfeited — $ — Unvested at December 31, 2021 20,621 $ 10.56 Performance-based RSUs On July 2, 2019, the Company issued Performance-Based Restricted Stock Unit Awards (the “PBRSU Retention Awards”) for an aggregate of 301,391 shares of common stock to its management team. The PBRSUs were issued pursuant to the 2012 Plan. The PBRSU Retention Awards vest in full upon the earlier of: (i) the Company’s engagement in a pre-IND meeting with the FDA, (ii) twenty-four months from the grant date, or (iii) a change in control. As of December 31, 2021, 111,682 shares were forfeited due to terminations, vesting for 177,480 shares was accelerated due to a change in control that was triggered by changes to the Board in 2020, and the remaining 12,229 shares vested on July 1, 2021, twenty-four months from the grant date, as these particular shares required two of the conditions to be met in order to vest. The following table summarizes the Company’s performance-based RSUs activity from March 31, 2021 through December 31, 2021: Number of Shares Weighted Average Price Unvested at March 31, 2021 12,229 $ 9.80 Granted — $ — Vested (12,229 ) $ 9.80 Cancelled / forfeited — $ — Unvested at December 31, 2021 — $ — Stock Options The following table summarizes the Company’s stock option activity from March 31, 2021 to December 31, 2021: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2021 1,004,655 $ 20.03 $ 856,400 Options granted 476,046 $ 6.65 $ — Options cancelled / forfeited (374,530 ) $ 39.31 $ — Options exercised — $ — $ — Outstanding at December 31, 2021 1,106,171 $ 7.75 $ — Vested and Exercisable at December 31, 2021 151,741 $ 7.78 $ — The weighted average remaining contractual term of stock options exercisable and outstanding at December 31, 2021 was approximately 8.75 years Employee Stock Purchase Plan In June 2016, six-month six-month Common Stock Reserved for Future Issuance Common stock reserved for future issuance consisted of the following at December 31, 2021: Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan 1,106,171 Common stock reserved under the 2012 Plan 757,833 Common stock reserved under the ESPP 59,435 Common stock reserved under the Inducement Plan 750,000 Common stock issuable pursuant to RSUs outstanding under the 2012 Plan 20,621 Total at December 31, 2021 2,694,060 |