Stockholders' Equity | Note 5. Stockholders’ Equity Stock-based compensation expense and valuation information Stock-based awards include stock options and RSUs under the Amended and Restated 2012 Equity Incentive Plan (“2012 Plan”), inducement awads, performance-based RSUs under an Incentive Award Performance-Based Restricted Stock Unit Agreement, the 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): Year Ended March 31, 2022 Year Ended March 31, 2021 Research and development $ 419 $ 105 General and administrative 1,837 5,451 Total $ 2,256 $ 5,556 The total unrecognized compensation cost related to unvested stock option grants as of March 31, 2022 was approximately $4,299,000 and the weighted average period over which these grants are expected to vest is 2.34 years. The total unrecognized stock-based compensation cost related to unvested RSUs (not including performance-based RSUs) as of March 31, 2022 was approximately $159,000, which will be recognized over a weighted average period of 2.84 years. As of March 31, 2022, there are no participants enrolled into the ESPP for the current purchase period, beginning March 1, 2022. 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 fair value of stock options was estimated at the grant date using the following weighted average assumptions: Year Ended March 31, 2022 Year Ended March 31, 2021 Dividend yield — — Volatility 95.65 % 107.88 % Risk-free interest rate 1.30 % 0.61 % Expected life of options 5.75 years 5.81 years Weighted average grant date fair value $ 4.73 $ 6.97 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses its Company-specific historical volatility rate. 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 fair value of each 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 Company’s ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. There were no participants in the ESPP for the purchase period September 1, 2021 – February 28, 2022 nor any participants in the ESPP for the current purchase period (beginning March 1, 2022). 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 present plans to issue shares of preferred stock. Common stock In May of 2008, the Board approved the 2008 Equity Incentive Plan (the “2008 Plan”). The 2008 Plan authorized the issuance of up to 76,079 common shares for awards of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock award units, and stock appreciation rights. The 2008 Plan terminated on July 1, 2018. As of March 31, 2022, 44,812 shares under the 2008 Plan have been issued. In January 2012, the Board approved the 2012 Plan. The 2012 Plan authorized the issuance of up to 327,699 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. The Board and stockholders of the Company approved an amendment to the 2012 Plan in August 2013 to increase the number of shares of common stock that may be issued under the 2012 Plan by 250,000 shares. In August 2015, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 300,000 shares. In July 2018, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 550,000 shares. In October 2021, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 900,000, bringing the aggregate shares issuable under the 2012 Plan to 2,327,699. The 2012 Plan as amended and restated became effective on July 26, 2018 and terminates ten years after such date. As of March 31, 2022, 710,333 shares remain available for issuance under the 2012 Plan. On April 24, 2017, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) authorizing the issuance of 114,852 shares of the Company’s common stock, pursuant to the terms of an Inducement Award Stock Option Agreement and an Inducement Award Performance-Based Restricted Stock Unit Agreement (collectively, the “2017 Inducement Award Agreements”). On August 14, 2018, the Company filed a Registration Statement on Form S-8 with the SEC authorizing the issuance of 56,770 shares of the Company’s common stock, pursuant to the terms of an Inducement Award Stock Option Agreement and an Inducement Award Restricted Stock Unit Agreement (collectively, the “2018 Inducement Award Agreements” and, together with the 2017 Inducement Award Agreements the “Inducement Award Agreements”). In March 2021, the 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. In February 2022, 50,000 incentive stock options were issued under the Inducement Plan. As of March 31, 2022, 700,000 shares remain available for issuance under the Inducement Plan. The Company previously had an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus supplement 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 March 16, 2018, the Company entered into a Sales Agreement with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”). On January 29, 2021, the Company filed a prospectus supplement to the 2021 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 (“ATM”) sales transactions having an aggregate offering price of up to $50.0 million. Any shares offered and sold will be issued pursuant to the Company’s 2021 Shelf. During the years ended March 31, 2022 and March 31, 2021, the Company issued 27,545 and 1,553,317 shares of common stock, respectively, for net proceeds of $0.3 million and $20.8 million in ATM offerings under the Sales Agreement, respectively. As of March 31, 2022, the Company has sold an aggregate of 1,580,862 shares of common stock in ATM offerings under the Sales Agreement, with gross proceeds of approximately $21.7 million. As of March 31, 2022, there was approximately $100.0 million available in future offerings under the 2021 Shelf (excluding amounts available but not yet issued under the ATM Prospectus Supplement), and approximately $28.3 million available for future offerings through the Company’s ATM program. During the years ended March 31, 2022 and 2021, the Company issued 0 and 7,800 shares of common stock, respectively, upon exercise of stock options. Restricted stock units The following table summarizes the Company’s RSUs (not including performance-based RSUs) activity for the year ended March 31, 2022: Number of Shares Weighted Average Price Unvested at March 31, 2021 21,057 $ 10.79 Granted - $ — Vested (5,557 ) $ 11.38 Cancelled / forfeited — $ — Unvested at March 31, 2022 15,500 $ 10.58 Performance-based restricted stock units 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 were to 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 March 31, 2022, 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 restricted stock unit activity for the year ended March 31, 2022: Number of Shares Weighted Average Price Unvested at March 31, 2021 12,229 $ 9.80 Granted — $ — Vested (12,229 ) $ 9.80 Canceled / forfeited — $ — Unvested at March 31, 2022 — $ — Stock options During the year ended March 31, 2022 under the 2012 Plan, 573,546 stock options were granted at various exercise prices. On March 8, 2021, the Company granted 120,000 and 25,000 stock options, respectively, to its Executive Chairman and its Chief Scientific Officer under the 2012 Plan. On October 7, 2021, the Company granted an additional 120,000 and 25,000 stock options, respectively, to the aforementioned officers. These stock options have unique vesting criteria based on market conditions, more specifically the Company’s stock price. As these market condition based stock options require significant estimates and assumptions to calculate their fair value, the Company engaged with valuation specialists to calculate the fair value and requisite service periods using Monte Carlo simulations. The stock options will be expensed over their determined requisite service periods. On October 7, 2021, the Company granted 60,000 and 15,000 stock options, respectively, to its Executive Chairman and its Chief Scientific Officer under the 2012 Plan. These stock options have unique vesting criteria based on specific Company performance conditions. The vesting criteria for half of these options was relating to the Company recognizing $1.5 million of revenue per year based on three quarters of results, which was achieved on February 22, 2022 (refer to “Note 4. Collaborative Research, Development, and License Agreements” for more information). The remaining unvested options have vesting criteria relating to the Company closing a seven-figure cash up front deal with a major pharmaceutical company. As of March 31, 2022, management estimated there was a 0% probability of achievement, and therefore no expense has been recorded to date. The following table summarizes stock option activity for the year ended March 31, 2022: Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2021 1,004,655 $ 20.03 $ 856,400 Options granted 573,546 $ 6.04 $ — Options canceled (374,530 ) $ 39.31 $ — Options exercised — $ — $ — Outstanding at March 31, 2022 1,203,671 $ 7.36 $ 71,650 Vested and Exercisable at March 31, 2022 240,493 $ 7.69 $ — The weighted-average remaining contractual term of stock options exercisable and outstanding at March 31, 2022 was approximately 8.72 years Employee Stock Purchase Plan In June 2016, the Board, and in August 2016, its stockholders subsequently approved, the ESPP. The Company reserved 75,000 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 $25,000 per employee per year or 500 shares per employee per six-month purchase period. 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 six-month Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at March 31, 2022: Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan 1,153,671 Common stock reserved under the 2012 Plan 710,333 Common stock reserved under the ESPP 59,435 Common stock reserved under the 2021 Inducement Equity Plan 700,000 Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan 15,500 Common stock issuable pursuant to options outstanding and reserved under the Inducement Plan 50,000 Total at March 31, 2022 2,688,939 |