EQUITY TRANSACTIONS | 4. EQUITY TRANSACTIONS ISSUANCES OF COMMON STOCK AND WARRANTS Equity Transactions in the Fiscal Year Ended March 31, 2022. 2021 At The Market Offering Agreement with H.C. Wainwright & Co., LLC On March 22, 2021, we entered into an At the Market Offering Agreement, or the 2021 ATM Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, as sales agent, pursuant to which we could offer and sell shares of our common stock, from time to time as set forth in the 2021 ATM Agreement. The offering was registered under the Securities Act of 1933, as amended, or Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No. 333-237269), as previously filed with the Securities and Exchange Commission, or SEC, and declared effective on March 30, 2020. We filed a prospectus supplement with the SEC, dated March 22, 2021, in connection with the offer and sale of the shares of common stock, pursuant to which we could offer and sell shares of common stock having an aggregate offering price of up to $5,080,000 from time to time. Subject to the terms and conditions set forth in the 2021 ATM Agreement, Wainwright agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares under the 2021 ATM Agreement from time to time, based upon our instructions. We provided Wainwright with customary indemnification rights under the 2021 ATM Agreement, and Wainwright was entitled to a commission at a fixed rate equal to up to three percent of the gross proceeds per share sold. In addition, we agreed to reimburse Wainwright for certain specified expenses in connection with entering into the 2021 ATM Agreement. The 2021 ATM Agreement provided that it would terminate upon the written termination by either party as permitted thereunder. Sales of the shares, under the 2021 ATM Agreement are made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with Wainwright. The 2021 ATM Agreement provided that we have no obligation under the 2021 ATM Agreement to sell any of the shares, and, at any time, we could suspend offers under the 2021 ATM Agreement or terminate the agreement. In the fiscal year ended March 31, 2022, we raised aggregate net proceeds under the 2021 ATM Agreement described above of $ 4,947,785 126,922 2,154 626,000 7.90 Registered Direct Financing In the fiscal year ended March 31, 2022, we sold an aggregate of 1,380,555 9.00 11,659,044 Warrant Exercises In the fiscal year ended March 31, 2022, pursuant to the exercise of outstanding warrants to purchase 531,167 820,938 Also in the fiscal year ended March 31, 2022, pursuant to the exercise of 874,664 675,554 199,110 Stock Option Exercises In the fiscal year ended March 31, 2022, former employees paid us an aggregate of $ 28,325 11,562 2022 At The Market Offering Agreement with H.C. Wainwright & Co., LLC On March 24, 2022, we entered into an At The Market Offering Agreement, or the 2022 ATM Agreement, with Wainwright, which established an at-the-market equity program pursuant to which we may offer and sell shares of our common stock from time to time as set forth in the 2022 ATM Agreement. The 2022 ATM Agreement provides for the sale of shares of our common stock having an aggregate offering price of up to $ 15,000,000 The offering was registered under the Securities Act pursuant to our shelf registration statement on S-3 (Registration Statement No. 333-259909), as previously filed with the SEC and declared effective on October 21, 2021. We filed a prospectus supplement, dated March 24, 2022, with the SEC in connection with the offer and sale of 2022 ATM Shares. Under the 2022 ATM Agreement, Wainwright may sell the 2022 ATM Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on the Nasdaq Capital Market, or on any other existing trading market for the 2022 ATM Shares. In addition, under the 2022 ATM Agreement, Wainwright may sell the 2022 ATM Shares in privately negotiated transactions with our consent and in block transactions. Under certain circumstances, we may instruct Wainwright not to sell the 2022 ATM Shares if the sales cannot be effected at or above the price designated by us from time to time. We are not obligated to make any sales of the 2022 ATM Shares under the 2022 ATM Agreement. The offering of the 2022 ATM Shares pursuant to the 2022 ATM Agreement will terminate upon the termination of the 2022 ATM Agreement by Wainwright or us, as permitted therein. The 2022 ATM Agreement contains customary representations, warranties and agreements by us, and customary indemnification and contribution rights and obligations of the parties. We agreed to pay Wainwright a placement fee of up to 3.0% of the aggregate gross proceeds from each sale of the 2022 ATM Shares. We also agreed to reimburse Wainwright for certain specified expenses in connection with entering into the 2022 ATM Agreement. As of March 31, 2022, we had not sold any 2022 ATM Shares under the 2022 ATM Agreement. RSU Grants to Non-Employee Directors The Company maintains an Amended and Restated Non-Employee Director Compensation Policy, which was most recently amended on February 10, 2022, or the Director Compensation Policy, that provides cash and equity compensation for persons serving as non-employee directors of the Company. Under this policy, each new director receives either stock options or a grant of RSUs upon appointment/election as well as either an annual grant of stock options or RSUs at the beginning of each fiscal year. The (i) stock options are subject to vesting and (ii) RSUs are subject to vesting and represent the right to be issued on a future date shares of our common stock upon vesting. On April 1, 2021, pursuant to the Director Compensation Policy, the Compensation Committee, or Compensation Committee, of the Company’s Board of Directors, or Board, granted RSUs under the Company’s 2020 Equity Incentive Plan, or the 2020 Plan, to each non-employee director of the Company. The Director Compensation Policy provides for a grant of stock options or $50,000 worth of RSUs at the beginning of each fiscal year, with the RSUs priced at the average for the closing prices for the five days preceding and including the date of grant, or $2.06 per share as of April 1, 2021. Each eligible director was granted an RSU in the amount of 24,295 In June 2021, 18,221 7,289 35,786 In September 2021, 18,221 7,289 28,134 In December 2021, 18,221 7,289 13,557 In March 2022, 18,221 7,289 10,641 There were no vested RSUs outstanding as of March 31, 2022. Equity Transactions in the Fiscal Year Ended March 31, 2021. 2016 Common Stock Sales Agreement with H.C. Wainwright & Co., LLC On June 28, 2016, we entered into a Common Stock Sales Agreement, or the 2016 Agreement, with Wainwright, which established an at-the-market equity program pursuant to which we may offer and sell shares of our common stock from time to time as set forth in the 2016 Agreement. The 2016 Agreement provided for the sale of shares of our common stock having an aggregate offering price of up to $12,500,000. On March 30, 2020, we executed Amendment No. 2 to the 2016 Agreement with Wainwright, effective as of the same date. The amendment provides that references in the 2016 Agreement to the registration statement shall refer to the registration statement on Form S-3 (File No. 333-237269), originally filed with the SEC on March 19, 2020, declared effective by the SEC on March 30, 2020. Subject to the terms and conditions set forth in the 2016 Agreement, Wainwright agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares under the 2016 Agreement from time to time, based upon our instructions. We provided Wainwright with customary indemnification rights under the 2016 Agreement, and Wainwright is entitled to a commission at a fixed rate equal to three percent of the gross proceeds per share sold. In addition, we agreed to pay certain expenses incurred by Wainwright in connection with the 2016 Agreement, including up to $50,000 of the fees and disbursements of their counsel. The 2016 Agreement will terminate upon the sale of all of the shares under the 2016 Agreement, unless terminated earlier by either party as permitted under the 2016 Agreement. No further sales can be made under the 2016 Agreement. 2021 At the Market Offering Agreement with H.C. Wainwright & Co., LLC On March 22, 2021, we entered into the 2021 ATM Agreement with Wainwright. In the fiscal year ended March 31, 2021, we raised aggregate net proceeds of $ 7,260,869 224,825 8,472 2,685,600 2.70 RSU Grants to Non-Employee Directors The Company maintains the Director Compensation Policy which provides cash and equity compensation for persons serving as non-employee directors of the Company. Under this program, each new director receives either stock options or a grant of RSUs upon appointment/election as well as an annual grant of stock options or RSUs at the beginning of each fiscal year. The (i) stock options are subject to vesting and (ii) RSUs are subject to vesting and represent the right to be issued on a future date shares of our common stock upon vesting. On April 3, 2020, pursuant to the Director Compensation Policy, the Compensation Committee granted RSUs to each non-employee director of the Company. The then current Director Compensation Policy provided for a grant of RSUs with a grant date fair value of $35,000, priced at the average of the closing prices for the five trading days ending on the date of grant, which was $ 1.41 24,822 23,893 In June 2020, 29,866 11,947 24,251 In September 2020, 29,866 11,947 16,128 As noted above, in September 2020, our stockholders approved the 2020 Plan at the 2020 Annual Meeting, at which point the grants of 929 RSUs to each of our eligible independent directors for a total of 4,645 RSUs were considered effective and no longer contingent as of that date. In December 2020, 32,189 12,876 31,802 In March 2021, 32,189 12,875 26,136 There were no Restricted Stock Grant to Consultant In February 2021, our Board approved a restricted stock grant of 7,758 18,000 16,500 1,500 WARRANTS: We did not issue any warrants during the fiscal years ended March 31, 2022 and 2021. A summary of the aggregate warrant activity for the years ended March 31, 2022 and 2021 is presented below: Summary of warrant activity Fiscal Year Ended March 31, 2022 2021 Warrants Weighted Warrants Weighted Outstanding, beginning of year 1,991,973 $ 5.23 2,021,368 $ 5.21 Granted – $ N/A – $ N/A Exercised (1,206,721 ) $ 2.21 – $ N/A Cancelled/Forfeited (208,514 ) $ 6.11 (29,395 ) $ 91.17 Outstanding, end of year 576,738 $ 11.21 1,991,973 $ 5.23 Exercisable, end of year 576,738 $ 11.21 1,991,973 $ 5.23 Weighted average estimated fair value of warrants granted $ N/A $ 1.22 The detail of the warrants outstanding and exercisable as of March 31, 2022 is as follows: Summary of warrant activity exercisable and outstanding Warrants Outstanding Warrants Exercisable Range of Number Weighted Weighted Number Weighted $2.75 or Below 326,753 2.78 $ 2.01 326,753 $ 2.01 $16.50 - $59.25 249,985 0.43 $ 23.24 249,985 $ 23.24 576,738 576,738 STOCK-BASED COMPENSATION: 2020 EQUITY INCENTIVE PLAN In September 2020, our stockholders approved the adoption of the 2020 Plan, to provide incentives to attract, retain and motivate employees, directors and consultants, whose present and potential contributions are important to our success, by offering them an opportunity to participate in our future performance through awards of options, the right to purchase common stock, stock bonuses and stock appreciation rights and other awards. We initially authorized a total of 1,842,556 common shares for issuance under the 2020 Plan pursuant to stock option grants, RSUs or other forms of stock-based compensation. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY The Company maintains the Director Compensation Policy which provides cash and equity compensation for persons serving as non-employee directors of the Company. Under this policy, each new director receives either stock options or a grant of RSUs upon appointment/election, as well as either an annual grant of stock options or RSUs at the beginning of each fiscal year. The (i) stock options are subject to vesting and (ii) RSUs are subject to vesting and represent the right to be issued on a future date shares of our common stock upon vesting. Please see above under the heading "Equity Transactions in the Fiscal Year Ended March 31, 2022—RSU Grants to Non-Employee Directors" for disclosure regarding equity awards under the Director Compensation Policy during the fiscal year ended March 31, 2022. STOCK OPTION ACTIVITY During the fiscal year ended March 31, 2022, we issued a stock option grant to our Chief Executive Officer, or CEO, for the purchase of 266,888 5.17 On February 10, 2022, after review of data provided by the Company’s independent compensation consultant, our Compensation Committee awarded stock option grants to each of our executive officers. Each executive officer was granted an option to purchase shares of our common stock under the 2020 Plan, at an exercise price equal to the fair market value on the date of grant, or $1.41 per share. The Compensation Committee awarded the grants as follows: the Chief Executive Officer was granted an option to purchase 192,600 100,200 25 36 Options outstanding that were vested as of March 31, 2022 and options that are expected to vest subsequent to March 31, 2022 are as follows: Options outstanding that have vested and are expected to vest Number of Weighted Weighted Vested 267,221 $ 2.51 8.21 Expected to vest 1,398,727 $ 2.27 9.17 Total 1,665,948 The following is a summary of the stock options outstanding at March 31, 2022 and 2021 and the changes during the years then ended: Summary of stock options outstanding Fiscal Year Ended March 31, 2022 2021 Options Weighted Options Weighted Outstanding, beginning of year 844,089 $ 3.07 51,124 $ 44.12 Granted 941,188 $ 2.48 1,011,860 $ 1.71 Exercised (11,562 ) $ 2.45 (15,896 ) $ 1.28 Cancelled/Forfeited (107,767 ) $ 9.66 (202,999 ) $ 6.76 Outstanding, end of year 1,665,948 $ 2.31 844,089 $ 3.07 Exercisable, end of year 267,221 $ 2.51 58,954 $ 20.06 Weighted average estimated fair value of options granted $ 2.41 $ 1.58 The detail of the options outstanding and exercisable as of March 31, 2022 is as follows: Detail of options outstanding and exercisable by exercise price Options Outstanding Options Exercisable Exercise Prices Number Weighted Weighted Number Weighted $1.28 - $1.68 1,154,114 9.39 $ 1.38 193,526 $ 1.33 $2.45 - $5.17 508,654 9.09 $ 3.91 70,515 $ 2.52 $57.00 - $142.50 3,180 1.43 $ 84.50 3,180 $ 84.50 1,665,948 267,221 We recorded stock-based compensation expense related to restricted stock unit issuances and to options granted totaling $ 750,621 779,421 Our total stock-based compensation for fiscal years ended March 31, 2022 and 2021 included the following: Schedule of stock-based compensation Fiscal Year Ended March 31, 2022 March 31, 2021 Vesting of restricted stock units $ 150,000 $ 175,000 Vesting of restricted shares issued for services 16,500 1,500 Vesting of stock options 584,121 602,921 Total Stock-Based Compensation $ 750,621 $ 779,421 We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The cumulative effect of adjusting the forfeiture rate for all expense amortization is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2022 was insignificant. On March 31, 2022, our outstanding stock options had no intrinsic value since the closing price on that date of $ 1.46 At March 31, 2022, there was approximately $ 2,724,000 3.3 |