Stockholders' Equity | NOTE 5 STOCKHOLDERS’ EQUITY On May 14, 2020, the Company entered into the New Stock Purchase Agreement, which replaced the former $20 million purchase agreement with LPC, dated August 10, 2018. 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 of the Company’s common stock is not below $0.25 per share and subject to certain other conditions and limitations set forth in the New Stock Purchase Agreement. Under both the new and former agreement, for the years ended March 31, 2021 and March 31, 2020, the Company received net proceeds of $11,583,189 and $7,745,012, respectively, from the sale of 1,975,511 and 1,420,000 shares of common stock, respectively. As of March 31, 2021, there was $29,269,991 available under the New Stock Purchase Agreement. On April 2, 2020, the Company entered into the ATM. Under the ATM, the Company may sell shares of its common stock having aggregate sales proceeds of up to $50,000,000 from time to time and at various prices, subject to the conditions and limitations in the sales agreement. If shares of the Company’s common stock are sold, there is a three percent fee paid to the sales agent. For the year ended March 31, 2021, the Company received net proceeds of $11,583,189 from the sale 1,961,201 shares of the Company’s common stock. As of March 31, 2021, there was $37,989,544 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 (the “2019 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 shares of common stock issued in the 2019 Offering were registered under the Company’s shelf registration statement on Form S-3. 532,786 shares of common stock were sold in a private placement and subsequently registered under a registration statement on Form S-1 that was declared effective on January 23, 2020. In addition, the Company’s CEO invested $699,999 and received 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 stockholders’ equity. Issuance of Restricted Shares During the quarter ended December 31, 2020 and March 31, 2021, 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. Stock based compensation related to these stock issuances for the years ended March 31, 2021 and 2020 was $1,349,178 and $895,040, respectively. A summary of the change in warrants options for the years ended March 31, 2020 and 2021 is as follows: Number Of Shares Weighted Average Grant Date Fair Value Unvested as of April 1, 2019 340,000 4.62 Granted 390,000 5.23 Vested (67,000 ) 4.62 Forfeited (16,200 ) 4.65 Unvested as of April 1, 2020 646,800 $ 4.99 Granted 62,000 5.81 Vested (154,600 ) 5.02 Unvested as of March 31, 2021 554,200 $ 5.07 Stock Option Plans The Company’s Third 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 four years and expires in ten years from the grant date. The 2013 Plan has 5,600,000 shares authorized for issuance which includes. 1On January 9, 2021, the Company’s Board of Directors approved an amendment to the 2013 Plan to increase the number of shares in the 2013 Plan by 1,500,000, which was approved by the Company’s stockholders at the 2021 annual stockholder meeting on March 4, 2021. As of March 31, 2021, 502,797 shares were available under the 2013 Plan. A summary of the change in options for the year ended March 31, 2020 and 2021 is as follows: Number Of Options Weighted Average Exercise Price - Options Weighted Average Remaining Contractual Life- Options Aggregate Intrinsic Value Options outstanding as of April 1, 2020 2,375,812 $ 4.48 9.2 7,952,643 Granted 815,000 5.51 Exercise (58,662 ) 3.59 Forfeited (78,561 ) 4.03 - Options outstanding as of March 31, 2020 3,053,589 4.77 8.4 $ 9,878,264 Granted 1,132,500 5.41 Exercise (2,340 ) 0.2 Forfeited (6,250 ) 4.80 - Outstanding as of March 31, 2021 4,177,499 $ 4.91 8.4 $ 2,609,100 Exercisable as of March 31, 2021 1,751,474 $ 4.59 7.4 $ 2,427,500 As of March 31, 2021, the Company had unrecognized stock-based compensation expense of approximately $7,63 million which is expected to be expensed over the weighted average remaining service period of 3.1 years. For the year ended March 31, 2021 and March 31, 2020, the weighted average fair value of options granted was $5.38 and $4.03 per share, respectively. The following was utilized to calculate the fair value of options on the date of grant: March 31, 2021 March 31, 2020 Risk -free interest rate 0.6 - 1.1 % 0.5% - 3.2 % Expected volatility 87.8 - 92.5 % 80.7 - 87.5 % Dividend yield 0 % 0 % Expected terms (in years) 6.25 5-10 The following summarizes the components of stock-based compensation expense which included stock options and restricted stock for the years ended March 31, 2021 and March 31, 2020: Year Ended March 31, 2021 2020 Research and development $ 2,012,579 $ 687,674 General and administrative 2,882,339 2,889,975 Total stock-based compensation expense $ 4,894,918 $ 3,577,649 On March 4, 2021, the stockholders approved the 2021 Employee Stock Purchase Plan “ESPP”. The purpose of the ESSP is to encourage and to enable eligible employees of the Company, through after-tax payroll deductions, to acquire proprietary interests in the Company through the purchase and ownership of shares of Stock. The EPPP is intended to benefit the Company and its stockholders by (a) incentivizing participants to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important stakeholders and (b) encouraging participants to remain in the employ of the Company. As of March 31, 2021, no shares were issued under the ESPP. 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 in the March 31, 2020 reporting period 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 0.7 % A summary of the Company’s outstanding warrants as of March 31, 2021 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) Third-party license agreement 208,333 $ 4.80 January 2024 March 2020 loan (see Note 12) 172,187 $ 7.26 March 2025 Total 3,433,623 (a) These warrants have down round protection. For the year March 31, 2021, and 2020, 1,585,565 and 985,694 warrants were exercised into common shares from the proceeds of $6,672,031 and $3,968,944 respectively. For the year ended March 31 2021 and 2020, warrant holders exercised 165,405 and 156,154 warrant shares on a cashless basis for 65,204 and 73,461 shares of common stock, respectively. |