REDEEMABLE CONVERTIBLE PREFERRED STOCK, ESCROWED PROCEEDS, AND STOCKHOLDERS' EQUITY | (14) REDEEMABLE CONVERTIBLE PREFERRED STOCK, ESCROWED PROCEEDS, AND STOCKHOLDERS’ EQUITY Series B and C Redeemable Convertible Preferred Stock Given that the fee and other costs were not refundable to the Company as of June 30, 2022, regardless of the election selected by the investors, the $750,000 fee, the fair value of the warrants ($234,443), and other costs of $150,995 were recorded as expenses within selling, general and administrative expenses during the year ended June 30, 2022. The Company called a meeting of stockholders on June 24, 2022 to seek approval of, among other things, an amendment to its certificate of incorporation authorizing a reverse stock split. Except as otherwise required by law, holders of the Series B Preferred Stock and Series C Preferred Stock were entitled to vote only on the reverse stock split and any adjournment of the meeting relating to the reverse stock split. The Company’s common stock, outstanding Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock voted as a single class on an as-if converted basis. The holders of Series B Preferred Stock had votes equal to the number of shares of common stock into which the Series B Preferred Stock is convertible. The holders of Series C Preferred Stock were entitled to 20,000 votes per share of common stock into which the Series C Preferred Stock is convertible but could only vote in the same proportion as the shares of common stock, Series A preferred stock, and Series B preferred stock were voted on the reverse stock split or any adjournment of the stockholder meeting relating thereto. The holders of the Series B Preferred Stock agreed to vote in favor of the reverse stock split, which was approved and ultimately became effective on August 30, 2022. Series A Convertible Preferred Stock Financing Transactions – The Common Warrants have an exercise price of $5.83 per share, are exercisable beginning six months after the date of issuance and will expire five and one-half years from the date of issuance. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable upon issuance, and will expire when exercised in full. The Common Warrants will be exercisable for cash, or, solely during any period when a registration statement for the issuance or resale of the shares of common stock issuable upon exercise of the Common Warrants to or by the holder of such Common Warrants is not in effect, on a cashless basis. During the year ended June 30, 2023, the institutional investor exercised the outstanding Pre-Funded Warrants to purchase 798,182 shares of the Company’s common stock. The proceeds from the Offering, after deducting the placement agent fees and expenses and other estimated offering expenses, were $9,109,117. On April 12, 2023, the Company entered into a new equity distribution agreement with Canaccord Genuity LLC (the “2023 Equity Distribution Agreement”), pursuant to which the Company may, from time to time, sell shares of the Company’s common stock at market prices by methods deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The 2023 Equity Distribution Agreement and related prospectus is limited to sales of up to an aggregate maximum $50.0 million of shares of the Company’s common stock. The Company pays Canaccord 3.0% of the gross proceeds as a commission. For the year ended June 30, 2023, a total of 504,034 shares of common stock were sold through Canaccord under the 2023 Equity Distribution Agreement for net proceeds of $1,034,035 after payment of commission fees of $35,902 and other related expenses of $126,801. Sale of shares after July 1, 2023 is reported in Note 16, Subsequent events. As of June 30, 2023, the Company had outstanding warrants for shares of common stock as follows: Shares of Common Exercise Price Latest Expiration Description Stock per Share Date May 2022 Warrants 66,666 $ 12.50 May 11, 2026 November 2022 Common Warrants 1,818,182 $ 5.83 May 2, 2028 November 2022 Placement Agent Warrants 90,909 $ 6.88 October 31, 2027 Stock Plan – The following table summarizes option activity and related information for the years ended June 30, 2023 and 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding - June 30, 2021 875,299 $ 18.00 7.2 Granted 310,494 10.07 Forfeited (11,539 ) 16.67 Exercised (1,744 ) 9.25 Expired (8,548 ) 19.79 Outstanding - June 30, 2022 1,163,962 15.98 7.1 Granted 712,310 2.30 Forfeited (274,440 ) 12.00 Exercised - - Expired (51,232 ) 17.45 Outstanding - June 30, 2023 1,550,600 8.27 8.4 $ - Exercisable at June 30, 2023 537,802 $ 14.33 6.4 $ - Expected to vest at June 30, 2023 1,012,798 $ 5.05 9.4 $ - On December 16, 2022, Carl Spana, President and CEO of the Company, and Stephen T. Wills, CFO, COO and Executive Vice President of the Company, voluntarily contributed stock options previously issued to them to purchase 143,360 and 124,220 shares, respectively, of the Company’s common stock to the 2011 Stock Incentive Plan. The stock options were forfeited and cancelled without payment of any consideration by the Company. 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 outstanding options in the table above are 318,813 and 57,999 unvested performance-based stock options granted to executive officers and other employees, respectively, which were granted in June 2020, 2021, 2022 and 2023. Grants in June 2020, 2021, 2022 and 2023 were 87,303, 95,167, 60,566, and 238,838, respectively. The performance-based stock options vest on annual performance criteria through the fiscal years ending June 30, 2027 relating to advancement of MC1r programs, including initiation of clinical trials and licensing of Vyleesi in additional countries or regions. For the years ended June 30, 2023 and 2022, the fair value of option grants was estimated at the grant date using the Black-Scholes model. The Company’s weighted average assumptions for the years ended June 30, 2023 and 2022 were as follows: Year Ended June 30, Year Ended June 30, 2023 2022 Risk-free interest rate 3.9 % 3.2 % Volatility factor 65.6 % 69.1 % Dividend yield 0 % 0 % Expected option life (years) 6.1 6.0 Weighted average grant date fair value $ 0.99 $ 2.68 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, 2023 and 2022, the Company recorded stock-based compensation related to stock options of $794,735 and $1,563,686, respectively. As of June 30, 2023, there was $1,670,986 of unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 2.6 years. Restricted Stock Units – Year Ended June 30, Year Ended June 30, 2023 2022 Outstanding at beginning of year 649,149 593,629 Granted 425,750 131,352 Forfeited (3,312 ) (6,426 ) Vested (84,062 ) (69,406 ) Fractional shares (4 ) - Outstanding at end of year 987,521 649,149 For the years ended June 30, 2023 and 2022, the Company recorded stock-based compensation related to restricted stock units of $616,182 and $941,852, respectively. Included in outstanding restricted stock units in the table above are 356,003 vested shares that have not been issued as of June 30, 2023 due to a provision in the restricted stock unit agreements to delay delivery. 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. Included in the outstanding restricted stock units in the table above are 217,833 and 37,116 unvested performance-based restricted stock units granted to executive officers and other employees, respectively, which were granted in June 2020, 2021, 2022, and 2023. Grants in June 2020, 2021, 2022 and 2023 were 52,679, 22,343, 40,707, and 152,432 restricted stock units, respectively. The performance-based restricted stock units vest on annual performance criteria through the fiscal years ending June 30, 2026 relating to advancement of MC1r programs, including initiation of clinical trials, and licensing of Vyleesi in additional countries or regions. In connection with the vesting of restricted share units during the years ended June 30, 2023 and 2022, the Company withheld 20,468 and 16,191, shares, respectively, with aggregate values of $146,062 and $221,311, respectively, in satisfaction of minimum tax withholding obligations. |