Share-Based Payment Arrangement [Text Block] | 15. SHARE-BASED COMPENSATION Stock option plans As of March 31, 2022, the Company had two equity incentive plans. The 2005 Equity Incentive Plan (“2005 Equity Plan”) was terminated with respect to new grants in March 2015 but remains in effect for grants issued prior to that time. The Amended and Restated 2015 Equity Incentive Plan (“2015 Equity Plan”) was adopted by the Company’s Board of Directors on December 6, 2016, and approved by the Company’s stockholders on March 14, 2017. The 2015 Equity Plan was amended by the Company’s Board of Directors on December 8, 2020, to increase the number of shares authorized for issuance from 5,000,000 to 10,000,000. On March 16, 2021, the Company’s stockholders approved the plan amendment. The 2015 Equity Plan authorizes the issuance of stock options, restricted stock, stock appreciation rights, restricted stock units (“RSUs”) and performance awards, to an aggregate of 10,000,000 new shares of common stock to employees, directors, advisors or consultants. As of March 31, 2023, there were options and restricted stock units outstanding covering 1,000 and 4,579,035 shares of common stock under the 2005 Equity Plan and the 2015 Equity Plan, respectively, and 2,861,077 shares of common stock available for grant, for a total of 7,441,112 shares of common stock authorized and unissued under the two equity plans. Share-based compensation The Company’s employee stock options have various restrictions that reduce option value, including vesting provisions and restrictions on transfer and hedging, among others, and are often exercised prior to their contractual maturity. Share-based compensation is accounted for in accordance with ASC Topic 718: Compensation - Stock Compensation There were 1,806,500 stock options granted during the six months ended March 31, 2023, of which 225,000 vest based on a market condition. There were 302,000 stock options granted during the six months ended March 31, 2022, none of which vest based on a market condition. Stock options that do not contain market-based vesting conditions are valued using the Black-Scholes option pricing model. The weighted average estimated fair value of employee stock options granted, that vest without a market condition, during the six months ended March 31, 2023 and 2022, was calculated with the following weighted average assumptions (annualized percentages): Six months ended March 31 2023 2022 Volatility 52.1% 48.1% Risk-free interest rate 4.0% 1.5% Dividend yield 0.0% 0.0% Expected term in years 5.8 6.8 Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected term of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The contractual term of the options was seven For stock options that contain market-based vesting conditions, the fair value of these options was determined using a Monte Carlo valuation approach and calculated by an independent valuation specialist. As of March 31, 2023, there was approximately $1,976 of total unrecognized compensation costs related to outstanding employee stock options. This amount is expected to be recognized over a weighted average period of 2.4 years. To the extent the forfeiture rate is different from what the Company anticipated, stock-based compensation related to these awards will be different from the Company’s expectations. Performance-based stock options On October 4, 2019, the Company awarded a performance-based stock option (PVO) to purchase 800,000 shares of the Company’s common stock to a key executive, with a contractual term of seven not On October 8, 2022, the Company awarded additional performance-based stock options to purchase 800,000 shares of the Company’s common stock to the same key executive, with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of fiscal 2025 and 2026 including a minimum free cash flow margin and net revenue targets. Additionally, vesting is subject to the executive being employed by the Company at the time the Company achieves such financial targets. The Company did not record compensation expense related to these options for the six months ended March 31, 2023. On August 10, 2022, the Company granted PVOs to purchase up to 750,000 shares of the Company’s common stock to a key member of management, with a contractual term of seven years. During the three months ended March 31, 2023, these options were forfeited due to a voluntary termination of employment. The Company did not record compensation expense related to these options for the six months ended March 31, 2022. On March 20, 2023, the Company granted PVOs to purchase up to 450,000 shares of the Company’s stock to a key member of management with a contractual term of seven years. Vesting is based upon the achievement of certain performance criteria for each of the first three twelve-month periods following the employee’s start date, including targets related to growth in the institutional ownership of the Company’s common stock and growth in the trading volume of the Company’s common stock during such periods. Additionally, vesting is subject to the employee being employed by the Company on each of the first three anniversaries of the employee’s start date. 225,000 of these options contain a market-based vesting condition and accounting principles do not require the market condition to be achieved in order for compensation expense to be recognized. The Company recorded $0.4 of compensation expense related to these options during the three and six months ended March 31, 2023. The Company did not grant any PVO’s during the six months ended March 31, 2022. Restricted stock units In fiscal 2020, 81,270 RSUs were granted to employees that vested over three years on the anniversary date of the grant. These were issued at a market value of $258 and have been expensed on a straight-line basis over the three-year life of the grants. During fiscal 2021, 145,950 RSUs were granted to employees that will vest over three years on the anniversary date of the grant. These were issued at a market value of $989, which have and will be expensed on a straight-line basis over the three-year life of the grants. On March 15, 2022, each non-employee member of the Board of Directors received a grant of 30,000 RSUs that vested on the first anniversary of the grant date. These were issued at a market value of $407, and expensed on a straight-line basis through the March 15, 2023, vest date. On November 1, 2021, 10,000 RSUs were granted to a non-employee advisor that vested on the first anniversary of the grant date. These were issued at a market value of $51, which were expensed on a straight-line basis though the November 1, 2022, vest date. On November 1, 2022, 10,000 RSUs were granted to a non-employee advisor that vest on the first anniversary of the grant date. These were issued at a market value of $29, which have and will be expensed on a straight-line basis though the November 1, 2023, vest date. On March 14, 2023, each non-employee member of the Board of Directors received a grant of 30,000 RSUs that will vest on the first anniversary of the grant date. These RSUs were granted at a market value of $417 and have and will be expensed on a straight-line basis through the March 14, 2024, vest date. On February 14, 2023, 145,600 RSUs were granted to employees that will vest over three years on the anniversary date of the grant. These RSUs were issued at a market value of $582, which have and will be expensed on a straight-line basis over the three-year life of the grants. On March 20, 2023, 20,000 RSUs were granted to an employee with immediate vesting. These were issued at a market value of $66 and were expensed immediately. Compensation expense for RSUs was $350 and $548 for the three and six months ended March 31, 2023, respectively. Compensation expense for RSUs was $586 and $1,023 for the three and six months ended March 31, 2022, respectively. As of March 31, 2023, there was approximately $1,473 of total unrecognized compensation costs related to outstanding RSUs. This amount is expected to be recognized over a weighted average period of 1.8 years. A summary of the Company’s RSUs as of March 31, 2023, is presented below: Number of Shares Weighted Average Grant Date Fair Value Outstanding September 30, 2022 342,841 $ 4.11 Granted 295,600 $ 3.63 Released (245,428 ) $ 3.68 Forfeited/cancelled - $ - Outstanding March 31, 2023 393,013 $ 4.01 Stock option summary information A summary of the activity in options to purchase the capital stock of the Company as of March 31, 2023, is presented below: Number of Shares Weighted Average Exercise Price Outstanding September 30, 2022 3,940,899 $ 3.31 Granted 1,806,500 $ 2.93 Forfeited/expired (1,476,612 ) $ 3.99 Exercised (83,765 ) $ 1.60 Outstanding March 31, 2023 4,187,022 $ 2.94 Exerciseable March 31, 2023 1,698,888 $ 2.59 Options outstanding are exercisable at prices ranging from $1.31 to $8.03 per share and expire over the period from 2023 to 2030 with an average life of 4.39 years. The aggregate intrinsic value of options outstanding and exercisable as of March 31, 2023, was $1,381 and $1,095, respectively. The aggregate intrinsic value represents the difference between the Company’s closing stock price on the last day of trading for the quarter, which was $2.95 per share, and the exercise price multiplied by the number of applicable options. The total intrinsic value of stock options exercised during the six months ended March 31, 2023 was $147 and proceeds from these exercises was $86. The total intrinsic value of stock options exercised during the six months ended March 31, 2022 was $86 and proceeds from these exercises was $170. The following table summarized information about stock options outstanding as of March 31, 2023: Weighted Average Weighted Average Weighted Average Range of Number Remaining Exercise Number Exercise Exercise Prices Outstanding Contractual Term Price Exercisable Price $1.31 - $1.99 1,097,657 0.98 $ 1.95 1,097,657 $ 1.95 $2.69 - $2.69 1,100,000 6.52 $ 2.69 - $ - $3.12 - $3.39 1,151,138 5.17 $ 3.33 187,138 $ 3.39 $3.40 - $8.03 838,227 5.01 $ 4.04 414,093 $ 3.93 4,187,022 4.39 $ 2.94 1,698,888 $ 2.59 The Company recorded $163 and $151 of stock option compensation expense for employees, directors and consultants for the three months ended March 31, 2023 and 2022, respectively. The Company recorded $385 and $272 of stock option compensation expense for employees, directors and consultants for the six months ended March 31, 2023 and 2022, respectively. Share-based compensation The Company recorded share-based compensation expense and classified it in the condensed consolidated statements of operations as follows: Three Months Ended Six Months Ended March 31, March 31, 2023 2022 2023 2022 Cost of revenues $ 33 $ 28 $ 61 $ 43 Selling, general and administrative 447 686 820 1,217 Research and development 33 23 52 35 $ 513 $ 737 $ 933 $ 1,295 |