Shareholders' Equity | NOTE 5 SHAREHOLDERS’ EQUITY On May 14, 2020, the Company entered into a $40 million New Stock Purchase Agreement with LPC, that replaced the former $20 million purchase agreement. The New Stock Purchase Agreement provides for the issuance of up to $40 million of the Company’s common stock which the Company may sell from time to time in its sole discretion to LPC over 36 months, provided that the closing price is not below $0.25 per share and subject to certain other conditions and limitations. Under both the new and former agreement, for the three and nine months ended December 31, 2020, the Company received net proceeds of $2,433,547 and $6,075,228 from the sale of common stock. As of December 31, 2020, there is a balance of $34,777,953 available under the LPC new agreement. On April 2, 2020, the Company entered into an ATM for $50 million utilizing the Company’s shelf registration statement. The Company may sell shares of our common stock having aggregate sales proceeds of up to $50,000,000 from time to time, subject to the conditions and limitations in the agreement. If shares are sold, there is a three percent fee paid to the sales agent. For the three and nine months ended December 31, 2020, the Company received net proceeds of $3,131,347 and $5,567,134 from the sale of the Company’s stock. As of December 31, 2020, there is a balance of $44,292,866 available under the ATM. On June 3, 2019, the Company entered into a Stock Purchase Agreement with investors for the issuance of 1,583,743 shares of common stock. The Company raised net proceeds of $7,839,495. The Company’s CEO participated in this offering and invested $300,000 and received 58,253 shares of common stock, or $5.15 per share. In addition, certain directors and employees invested $610,000 for an aggregate of 118,254 shares of common stock, at a purchase price of $5.15 per share. 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 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, 2020, the Company was obligated to issue 30,000 shares of common stock to a vendor for services related to investor relations. The fair value of the liability as of March 31, 2020 was $240,000. In May 2020, 30,000 shares were issued at the fair value of $242,100. Such amount was transferred to shareholders’ equity. As of December 31, 2020, there is no obligation to the vendor, nor any stock compensation expense. Issuance of Restricted Shares Restricted stock was issued to officers, employees and consultants. The fair value for the restricted stock awards was valued at the closing price of the Company’s common 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, 2020 646,800 $ 4.99 Granted 62,000 5.81 Vested (135,000 ) 4.99 Unvested as of December 31, 2020 573,800 $ 5.08 Stock-based compensation expense related to restricted stock awards was $291,452 and $84,477 for the three months ended December 31, 2020 and December 31, 2019, respectively. Stock-based compensation expense related to restricted stock awards was $1,062,628 and $432,756 for the nine months ended December 31, 2020 and December 31, 2019, respectively. Stock Option Plan The Company’s Second Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) allows for awards to officers, directors, employees, and consultants of 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 and four years and expire up to ten years after the grant date. The 2013 Plan has 4,100,000 shares authorized for issuance. As of December 31, 2020, 7,047 shares are available under the 2013 Plan. A summary of the change in options for the nine months ended December 31, 2020 is as follows: Number Of Options Weighted Weighted Aggregate Options outstanding as of April 1, 2020 3,053,589 $ 4.77 8.4 $ 9,878,264 Granted 122,000 5.11 9.3 Exercised (2,340 ) 0.1 - Outstanding as of December 31, 2020 3,173,249 $ 4.8 8.0 $ 1,770,400 Exercisable as of December 31, 2020 1,715,849 $ 4.55 7.5 $ 1,251,025 On January 9, 2021, the Company’s board approved an amendment to the 2013 Plan to increase the number of shares in the plan by 1,500,000, with such amendment being subject to shareholder vote at the 2021 annual stockholder meeting, scheduled for March 4, 2021. As of December 31, 2020, the Company agreed to issue 60,000 options, which are subject to shareholder approval of the increase in shares allocated to the 2013 Plan. As of December 31, 2020, the Company has unrecognized stock-based compensation expense of approximately $2,538,200 related to unvested stock options which is expected to be expensed over the weighted average remaining service period of 1.7 years. For the nine months ended December 31, 2020 and December 31, 2019, the weighted average fair value of options granted was $5.20 and $3.49 per share, respectively. The following was utilized to calculate the fair value of options on the date of grant: December 31, 2020 December 31, 2019 Risk -free interest rate 0.5 - 0.7 % 1.4 - 2.3 % Expected volatility 87.8 - 92.54 % 82.3 - 83.4 % Dividend yield 0 % 0 % Expected terms (in years) 5.18 - 6.25 6.25 The following summarizes the components of stock-based compensation expense which includes stock options and restricted stock for the three and nine months ended December 31, 2020 and December 31, 2019, respectively: Three Months Ended Nine Months Ended December 31, December 31, 2020 2019 2020 2019 Research and development $ 376,424 $ 97,765 $ 1,665,372 $ 431,453 General and administrative 684,339 616,809 2,390,659 2,125,155 Total stock-based compensation expense $ 1,060,763 $ 714,574 $ 4,056,131 $ 2,556,608 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 2019 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, 2020 are as follows: Warrant Holders Number Of Warrants Exercise Price Date of Expiration January 2017 offering - investors 2,977,232 $ 3.66 January 2022 (a) March 2017 offering - investors 68,330 $ 3.66 March 2022 (a) March 2017 offering - placement agent 7,541 $ 3.66 March 2022 (a) February 2018 offering - investors 1,525,232 $ 4.25 February 2021 Third-party license agreement 208,333 $ 4.80 January 2024 March 2020 loan (see Note 11) 172,187 $ 7.26 March 2025 Total 4,958,855 (a) These warrants have down round protection. For the three and nine months ended December 31, 2020, 52,667 and 206,537 warrants were exercised for $223,835 and $821,940, respectively. For the three and nine months ended December 31, 2020, 8,332 warrants were exercised on a cashless basis and 2,536 shares of common stock were issued. For the nine months ended December 31, 2019, no warrants were exercised. |