Shareholder's Equity | NOTE 5 SHAREHOLDER’S EQUITY In August 2018, the Company entered into the Purchase Agreement with LPC for $20 million. The Company may sell and issue LPC and LPC is obligated to purchase up to $20 million in value of shares of common stock from time to time over three years. The Company may direct LPC, at its sole discretion, and subject to certain conditions, to purchase up to 10,000 to 30,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that LPC cannot make any single purchase that exceeds $750,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase Agreement. For the nine months ended December 31, 2019, the Company received proceeds of $1,981,994 from the sale of 410,000 shares of the Company’s common stock, or an average price per share of $4.83. There is $16,673,821 remaining under the Purchase Agreement as of December 31, 2019. On July 2, 2019, the SEC declared effective, the Company’s Form S-3 shelf registration statement which allows the Company to sell up to $100 million of equity securities. On June 3, 2019, the Company entered into a purchase agreement with investors for the issuance of 1,583,743 shares of common stock, resulting in net proceeds of $7,839,495. The Company’s CEO invested $300,000 and received 58,253 shares of common stock at $5.15 per share. In addition, certain directors and employees invested $610,000 for an aggregate of 118,254 shares of common stock, representing a purchase price of $5.15 per share. The Company registered the shares sold in June 2019 in a registration statement on Form S-3 that was declared effective in September 2019. On December 12, 2019, the Company closed on an underwritten offering and concurrent private placement of 3,152,985 shares of common stock at $3.66 per share for net proceeds of $10,169,343. The underwritten offering shares were registered under the Company’s Form S-3 shelf registration statement. There were 532,786 common stock that were sold in a private placement and subsequently registered under an effective Form S-1 on January 23, 2020. In addition, the Company’s CEO invested $699,999 and receiving 190,437 shares of common stock at $3.66 per share. In addition, certain employees participated in this offering by investing $475,000 and receiving 129,781 shares of common stock at $3.66 per share. Stock to be Issued to a Vendor As of March 31, 2019, the Company was obligated to issue 30,000 shares to a vendor for services related to investor relations. The Company recorded stock-based compensation of $144,000 for the shares to be issued, or $4.80 per share, the fair market value for the fiscal year ended March 31, 2019. The Company recorded this obligation as a liability for shares to be issued. For the three months and nine months ended December 31, 2019, the Company recorded stock-based compensation of $18,900 and $12,900, respectively, which was due to the change in the fair market value of the stock to be issued. The fair market value of the liability as of December 31, 2019 was $156,900. Issuance of Restricted Shares On December 26, 2018, and December 31, 2019, the Board of directors approved the issuance of 340,000 and 390,000, shares of restricted stock, respectively, to officers, employees and consultants and the fair value for the restricted stock awards was valued at the closing price of the Company’s stock on the date of grant. Restricted stock vests annually over five years. Number Of Shares Weighted Average Grant Date Fair Value Unvested as of April 1, 2019 340,000 $ 4.95 Granted 390,000 5.23 Vested (a) (59,800 ) 4.65 Forfeited (16,200 ) 4.65 Outstanding as of December 31, 2019 654,000 $ 4.98 (a) Shares vested in December 2019 and common stock was issued in January 2020 Stock-based compensation expense related to restricted stock awards was $84,477 and $432,756 for the three and nine months ended December 31, 2019, respectively. Stock Option Plan The Company has an amended and restated Equity Incentive Option Plan (the “2013 Plan”), pursuant to which the Company may award officers, directors, employees, and non-employees with stock options, restricted stock units and restricted shares of the Company’s common stock. The vesting terms of the options issued under the 2013 Plan are generally between two to four years and expire up to ten years after the grant date. On December 26, 2018 and February 13, 2019, the Board of Directors authorized the increase of an additional 600,000 and 1,000,000 shares of common stock authorized under the 2013 Plan, respectively, resulting in a total of 3,100,000 shares eligible for issuance under the 2013 Plan. As of December 31, 2019, there are 5,047 shares available under the 2013 Plan. A summary of the Company’s options for the nine months ended December 31, 2019, is as follows: Number Weighted Weighted Aggregate Intrinsic Options outstanding as of April 1, 2019 2,375,812 $ 4.32 9.2 $ 1,688,700 Granted 30,000 4.92 9,440 Exercised (40,202 ) 2.97 (81,051 ) Forfeited (78,561 ) 4.03 Outstanding as of December 31, 2019 2,287,049 $ 4.52 8.5 $ 1,617,089 Exercisable as of December 31, 2019 1,135,674 $ 4.43 7.9 $ 921,996 As of December 31, 2019, the Company has unrecognized stock-based compensation expense of approximately $1,900,348 related to unvested stock options and is expected to be expensed over the weighted average remaining service period of two years. The weighted average fair value of options granted was $3.49 per share during the nine months ended December 31, 2019. There were no options granted during the three months ended December 31, 2019. The following was utilized on the date of grant for the nine months ended: December 31, 2019 December 31, 2018 Risk -free interest rate 1.4 -2.3 % 2.5-3.1 % Expected volatility 82.3 -83.4 % 80.7-81.2 % Dividend yield 0 % 0 % Expected terms (in years) 6.25 5-9.9 The following summarizes all stock-based compensation expense, including options and restricted stock for the three and nine months ended December 31, 2019 and December 31, 2018, respectively Three Months Ended Nine Months Ended December 31, December 31, 2019 2018 2019 2018 Research and development $ 97,765 $ 88,830 $ 431,453 $ 187,103 General and administrative 616,809 676,949 2,125,155 1,506,796 Total stock-based compensation expense $ 714,574 $ 765,779 $ 2,556,608 $ 1,693,899 Warrants A modification of the exercise price to the January 2017 and March 2017 investor warrants from $4.25 per share to $3.66 per share was triggered by the December 2019 equity offering described above. As a result, the Company recognized the incremental value of $522,478, as a deemed dividend using the Black-Scholes pricing model with the following assumptions: Expected term in years 2.2 Volatility 87 % Dividend yield 0.0 % Risk-free interest rate 1.7 % A summary of the Company’s outstanding warrants as of December 31, 2019 are as follows: Warrant Holders Number Of Warrants Exercise Date Of January 2017 offering - investors 1,701,616 $ 3.66 January 2022 (a) January 2017 offering - investors 1,701,616 $ 3.66 February 2022 (a) March 2017 offering - investors 220,988 $ 3.66 March 2022 (a) March 2017 offering - placement agent 11,050 $ 3.66 March 2022 (a) February 2018 offering - investors 2,299,802 $ 4.25 February 2021 Pulmonox license agreement 208,333 $ 4.80 January 2024 Total 6,143,405 (a) These warrants have down round protection There were no warrants exercised during any periods presented. |