16. STOCKHOLDERS' EQUITY | Series A Convertible Preferred Stock Financing Transactions Proceeds raised under the 2019 Equity Distribution Agreement are as follows: Year Ended June 30, 2020 Cumulative from inception Shares Proceeds Shares Proceeds Gross proceeds 1,895,934 $1,723,195 9,460,509 $12,330,242 Fees - (51,697) - (369,908) Expenses - (90,000) - (90,000) Net proceeds 1,895,934 $1,581,498 9,460,509 $11,870,334 No proceeds were raised under the 2019 Equity Distribution Agreement during the year ended June 30, 2021. Stock Purchase Warrants During the year ended June 30, 2020, the Company entered into several warrant termination agreements to repurchase and cancel the following previously issued Series F, Series H, and Series J warrants for the following aggregate buyback prices: Year Ended June 30, 2020 Warrants Buyback price Series F Warrants 297,352 $62,712 Series H Warrants 1,466,432 577,373 Series J Warrants 4,774,889 1,907,381 6,538,673 $2,547,466 During the year ended June 30, 2020, the Company issued 26,861 shares of common stock upon the cashless exercise provisions of 666,666 Series D warrants at an exercise price of $0.75 per share. As of June 30, 2021, the Company had outstanding warrants exercisable for shares of common stock as follows: Descripton Shares of Common Stock Exercise Price per Share Latest Termination Date Series H warrants * $ 7,974,881 $ 0.70 August 4, 2021** Financial services warrants 25,000 0.70 August 4, 2021** Series J warrants* 4,639,614 0.80 December 6, 2021 12,639,495 * Subject to a limitation on their exercise if the holder and its affiliates would beneficially own 9.99% of the total number of the Company's shares of common stock following such exercise. ** Expired unexercised on August 4, 2021. Stock Plan – The following table summarizes option activity and related information for the years ended June 30, 2021 and 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding - June 30, 2019 14,435,650 $ 0.85 7.3 Granted 5,779,850 0.58 Forfeited (235,950 ) 0.86 Exercised Expired (77,100 ) 2.72 Outstanding - June 30, 2020 19,902,450 0.76 7.4 Granted 3,546,100 0.56 Forfeited (568,300 ) 0.75 Exercised Expired (997,750 ) 0.95 Outstanding - June 30, 2021 21,882,500 $ 0.72 7.2 $ 1,034,273 Exercisable at June 30, 2021 13,229,109 $ 0.75 6.0 $ 733,738 Expected to vest at June 30, 2021 8,653,391 $ 0.68 9.1 $ 300,535 Stock options granted to the Company’s executive officers and employees generally vest over a 48-month period, while stock options granted to its non-employee directors vest over a 12-month period. Included in the options outstanding above are 1,994,500 and 188,084 performance-based options granted in June 2020 to executive officers and employees, respectively. The performance-based options vest on performance criteria relating to advancement of MC1r programs, including initiation of clinical trials and licensing of Vyleesi in additional countries or regions. Also included in the table above are 1,075,000 and 117,500 performance-based options granted in December 2017 to executive officers and employees, respectively, which were eligible to vest during a performance period ended on December 31, 2020, if and upon either i) as to 100% of the target number of shares upon achievement of a closing price for the Company’s common stock equal to or greater than $1.50 per share for 20 consecutive trading days, which is considered a market condition; or ii) as to thirty percent (30%) of the target number of shares, upon the acceptance for filing by the FDA of an NDA for Vyleesi for HSDD in premenopausal women during the performance period, which is considered a performance condition; iii) as to fifty percent (50%) of the target number of shares, upon the approval by the FDA of an NDA for Vyleesi for HSDD in premenopausal women during the performance period, which is also considered a performance condition; iv) as to twenty percent (20%) of the target number of shares, upon entry into a licensing agreement during the performance period for the commercialization of Vyleesi for Female Sexual Dysfunction (“FSD”) in at least two of the following geographic areas (a) four or more countries in Europe, (b) Japan, (c) two or more countries in Central and/or South America, (d) two or more countries in Asia, excluding Japan and China, and (e) Australia, which is also considered a performance condition. The fair value of these options was $602,760. The Company amortized the fair value over the derived service period of 1.1 years or upon the attainment of the performance condition. Pursuant to the FDA acceptance of the NDA filing of Vyleesi, 30% of the target number of options vested in June 2018 and 50% of the target number of options vested in June 2019 upon FDA approval of Vyleesi. During the year ended June 30, 2021, the performance period ended for the remaining performance-based stock options. As a result, 240,000 unearned stock options were forfeited and added back to the 2011 Stock Plan and available for future grant. For the years ended June 30, 2021 and 2020, the fair value of option grants was estimated at the grant date using the Black-Scholes model or a multi-factor Monte Carlo simulation. The Company’s weighted average assumptions for the years ended June 30, 2021 and 2020 were as follows: Year Ended June 30, Year Ended June 30, 2021 2020 Risk-free interest rate 1.0% 0.5% Volatility factor 68.3% 67.1% Dividend yield 0% 0% Expected option life (years) 6.1 6.1 Weighted average grant date fair value $0.34 $0.33 Expected volatilities are based on the Company’s historical volatility. The expected term of options is based upon the simplified method, which represents the average of the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms approximating the expected term of the option. For the years ended June 30, 2021 and 2020, the Company recorded stock-based compensation related to stock options of $1,863,266 and $1,372,931, respectively. As of June 30, 2021, there was $3,154,522 of unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 2.5 years. Restricted Stock Units – For the years ended June 30, 2021 and 2020, the Company recorded stock-based compensation related to restricted stock units of $1,305,390 and $1,765,533, respectively. Included in outstanding restricted stock units in the table above are 8,164,080 vested shares that have not been issued as of June 30, 2021 due to a provision in the restricted stock unit agreements to delay delivery. Year Ended June 30, Year Ended June 30, 2021 2020 Outstanding at beginning of year 12,965,570 10,327,833 Granted 3,244,350 3,397,950 Forfeited (411,068) (123,438) Vested (958,090) (636,775) Outstanding at end of year 14,840,762 12,965,570 Time-based restricted stock units granted to the Company’s executive officers, employees and non-employee directors generally vest over 48 months, 48 months, and 12 months, respectively. In June 2021, the Company granted 414,500 performance-based restricted stock units to its executive officers and 144,080 performance-based restricted stock units to other employees which vest during a performance period ending June 22, 2025. The performance-based restricted stock units vest on performance criteria relating to advancement of MC1r programs, including initiation of clinical trials and licensing of Vyleesi in additional countries or regions. In June 2021, the Company granted 450,000 performance-based restricted stock units to its executive officers which vest if, prior to June 22, 2023, the price per share of the Company’s common stock, as traded on the NYSE American, was at least $2.00 for at least twenty consecutive trading days. In June 2020, the Company granted 1,203,500 performance-based restricted stock units to its executive officers and 113,484 performance-based restricted stock units to other employees which vest during a performance period ending June 24, 2024. The performance-based restricted stock units vest on performance criteria relating to advancement of MC1r programs, including initiation of clinical trials and licensing of Vyleesi in additional countries or regions. In June 2019, the Company granted 438,000 performance-based restricted stock units to its executive officers and 182,725 performance-based restricted stock units to other employees which vest during a performance period ending June 24, 2023. The performance-based restricted stock units vest on performance criteria relating to advancement of MC1r programs, including initiation of clinical trials and licensing of Vyleesi in additional countries or regions. In December 2017, the Company granted 1,075,000 performance-based restricted stock units to its executive officers and 670,000 performance-based restricted stock units to other employees which were eligible to vest during a performance period, ended on December 31, 2020, if and upon either i) as to 100% of the target number of shares upon achievement of a closing price for the Company’s common stock equal to or greater than $1.50 per share for 20 consecutive trading days, which is considered a market condition; or ii) as to thirty percent (30%) of the target number of shares, upon the acceptance for filing by the FDA of an NDA for Vyleesi for HSDD in premenopausal women during the performance period, which is considered a performance condition; iii) as to fifty percent (50%) of the target number of shares, upon the approval by the FDA of an NDA for Vyleesi for HSDD in premenopausal women during the performance period, which is also considered a performance condition; iv) as to twenty percent (20%) of the target number of shares, upon entry into a licensing agreement during the performance period for the commercialization of Vyleesi for FSD in at least two of the following geographic areas (a) four or more countries in Europe, (b) Japan, (c) two or more countries in Central and/or South America, (d) two or more countries in Asia, excluding Japan and China, and (e) Australia, which is also considered a performance condition. The fair value of these awards was $913,750 and $569,500, respectively. The Company amortized the fair value over the derived service period of 1.1 years or upon the attainment of the performance condition. Pursuant to the FDA acceptance of the NDA filing for Vyleesi, 30% of the target number of shares vested in June 2018. Pursuant to the FDA approval of Vyleesi, 50% of the target number of shares vested in June 2019. During the year ended June 30, 2021, the performance period ended for the remaining performance based restricted stock units. As a result, 319,500 unearned restricted stock units were forfeited and added back to the 2011 Stock Plan and available for future grant. In connection with the vesting of restricted share units during the years ended June 30, 2021 and 2020, the Company withheld 166,799 and 93,875, shares, respectively, with aggregate values of $93,638 and $122,868, respectively, in satisfaction of minimum tax withholding obligations. |