Stockholders' Equity

12 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

Note 7.

Stockholders’ Equity

Stock Options

In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of June 30, 2018, there were 1,424,491 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan.

The majority of awards issued under the Plan vest immediately or over three years, with a one year cliff vesting period, and have a term of ten years. Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

The following table summarizes vested and unvested stock option activity:

	All Options					Vested Options					Unvested Options
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at July 1, 2016		2,717,193			1.16		2,517,333			1.17		199,860			1.06
Granted		630,117			1.11		542,000			1.12		88,117			1.05
Options vesting		-			-		152,518			1.04		(152,518	)		1.04
Exercised		-			-		-			-		-			-
Forfeited/Cancelled		(217,000	)		1.23		(217,000	)		1.23		-			-
Outstanding at June 30, 2017		3,130,310			1.15		2,994,851			1.15		135,459			1.07
Granted		807,000			1.31		750,000			1.30		57,000			1.44
Options vesting		-			-		74,333			1.07		(74,333	)		1.07
Exercised		(462,766	)		1.19		(462,766	)		1.19		-			-
Forfeited/Cancelled		(482,709	)		1.31		(471,042	)		1.32		(11,667	)		1.07
Outstanding at June 30, 2018		2,991,835		$	1.16		2,885,376		$	1.15		106,459		$	1.27

The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the years ended June 30, 2018 and 2017.

	Years Ended June 30,
	2018			2017
Expected dividend yield		0	%		0	%
Risk-free interest rate		1.45% - 2.88	%		1.27% - 2.06	%
Expected life (in years)		2.6 - 6.0			5.0 - 6.0
Expected volatility		68% - 76	%		77% - 81	%

The weighted average remaining contractual life of all options outstanding as of June 30, 2018 was 5.61 years. The remaining contractual life for options vested and exercisable at June 30, 2018 was 5.48 years. Furthermore, the aggregate intrinsic value of options outstanding as of June 30, 2018 was $2,377,376, and the aggregate intrinsic value of options vested and exercisable at June 30, 2018 was $2,304,710, in each case based on the fair value of the Company’s common stock on June 30, 2018.

During the year ended June 30, 2018, the Company granted 807,000 options to employees and directors with a fair value of $455,040. The total fair value of options that vested during the year ended June 30, 2018 was $451,475 and was included in selling, general and administrative expenses in the accompanying statement of operations. As of June 30, 2018, the amount of unvested compensation related to these options was $73,353 which will be recorded as an expense in future periods as the options vest.

During the year ended June 30, 2017, the Company granted 630,117 options to employees and directors with a fair value of $362,531. The total fair value of options that vested during the year ended June 30, 2017 was $375,244, of which $263,870 is included in selling, general and administrative expenses, and $111,374 is included as a reduction to the gain on sale of discontinued operations in the accompanying statement of operations.

On September 30, 2017, options originally issued to a former director to purchase an aggregate of 17,600 shares of the Company’s common stock were modified to extend the exercise period from three months to approximately five years. Stock-based compensation cost of $6,233 was recorded during the year ended June 30, 2018 as a result of the modification.

On June 30, 2017, options originally issued to employees to purchase an aggregate of 173,237 shares of the Company’s common stock were modified in connection with the sale of the Reprints and ePrints business line to extend the exercise period from three months to five years and immediately vest 40,387 unvested options. The Company calculated the fair value of the options before and after the modification and recorded a change of $82,430 relating to the modification. This cost was recorded as an offset to the gain on sale of discontinued operations during the year ended June 30, 2017.

Additional information regarding stock options outstanding and exercisable as of June 30, 2018 is as follows:

Option ‎ Exercise ‎ Price		Options ‎ Outstanding		Remaining ‎ Contractual ‎ Life (in years)		Options ‎ Exercisable
$	0.59		8,150		4.00		8,150
	0.60		5,000		4.00		5,000
	0.65		6,150		4.00		6,150
	0.70		225,000		7.44		225,000
	0.77		59,500		5.26		59,500
	0.80		16,000		7.15		16,000
	0.90		25,667		5.81		25,667
	0.97		6,000		4.00		6,000
	1.00		290,249		2.15		290,249
	1.02		227,000		2.43		227,000
	1.05		447,529		8.13		421,695
	1.07		53,898		4.30		53,898
	1.09		156,165		7.46		132,540
	1.10		105,000		7.01		105,000
	1.14		3,674		4.00		3,674
	1.15		209,400		3.32		209,400
	1.20		353,414		9.07		331,414
	1.25		32,000		4.63		32,000
	1.30		243,000		3.68		243,000
	1.50		295,000		4.25		295,000
	1.59		35,000		9.87		-
	1.75		1,067		4.00		1,067
	1.80		162,550		4.95		162,550
	1.85		24,000		4.59		24,000
	1.97		1,422		4.00		1,422
	Total		2,991,835				2,885,376

Warrants

The following table summarizes warrant activity:

	Number of Warrants			Weighted Average Exercise Price
Outstanding, June 30, 2016		1,990,000		$	1.25
Granted		-			-
Exercised		-			-
Expired/Cancelled		(5,000	)		3.75
Outstanding, June 30, 2017		1,985,000			1.25
Granted		-			-
Exercised		-			-
Expired/Cancelled		-			-
Outstanding, June 30, 2018		1,985,000		$	1.25
Exercisable, June 30, 2017		1,985,000		$	1.25
Exercisable, June 30, 2018		1,985,000		$	1.25

The intrinsic value for all warrants outstanding as of June 30, 2018 was $1,395,500, based on the fair value of the Company’s common stock on June 30, 2018.

Additional information regarding warrants outstanding and exercisable as of June 30, 2018 is as follows:

Warrant ‎ Exercise Price		Warrants Outstanding		Remaining Contractual Life (in years)		Warrants ‎ Exercisable
$	1.19		100,000		3.48		100,000
	1.25		1,885,000		2.95		1,885,000
Total			1,985,000				1,985,000

Restricted Common Stock

Prior to July 1, 2016, the Company issued 1,303,687 shares of restricted common stock to employees valued at $1,286,474, of which $783,574 had been recognized as an expense.

As of June 30, 2016, 706,642 of these shares with a grant date fair value of $502,629 had not yet vested.

During the year ended June 30, 2017, the Company issued 269,510 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $276,600 based on the market price of our common stock ranging from $0.97 to $1.14 per share on the date of grant, which will be amortized over the three-year vesting period.

The total fair value of restricted common stock vested during the year ended June 30, 2017 was $366,291 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of June 30, 2017, the amount of unvested compensation related to issuances of restricted common stock was $412,938, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

During the year ended June 30, 2018, the Company issued an additional 423,107 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $467,952 based on the market price of our common stock ranging from $1.02 to $1.59 per share on the date of grant, which will be amortized over the three-year vesting period.

The total fair value of restricted common stock vested during the year ended June 30, 2018 was $332,527 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of June 30, 2018, the amount of unvested compensation related to issuances of restricted common stock was $360,160, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

The following table summarizes restricted common stock activity:

	Number of Shares			Fair Value			Weighted Average Grant Date Fair Value
Non-vested, June 30, 2016		706,642		$	502,629		$	0.82
Granted		269,510			276,600			1.03
Vested		(462,958	)		(366,291	)		0.82
Forfeited		-			-			-
Non-vested, June 30, 2017		513,194			412,938			0.92
Granted		423,107			467,952			1.11
Vested		(305,358	)		(332,527	)		0.91
Forfeited		(214,324	)		(188,203	)		1.00
Non-vested, June 30, 2018		416,619		$	360,160		$	1.08

Common Stock Repurchase and Retirement

On February 16, 2017, the Compensation Committee of our Board of Directors authorized the repurchase, over a 12-month period on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $300,000 of outstanding common stock (at prices no greater than $2.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The actual number of shares repurchased will be determined by applicable employees in their discretion, and will depend on their evaluation of market conditions and other factors.

On February 8, 2018, the Compensation Committee of our Board of Directors authorized the repurchase, over a 12-month period on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $300,000 of outstanding common stock (at prices no greater than $2.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The actual number of shares repurchased will be determined by applicable employees in their discretion, and will depend on their evaluation of market conditions and other factors.

During the years ended June 30, 2018 and 2017, we repurchased 120,900 and 195,958 shares of our common stock under the repurchase plan at an average price of approximately $1.26 and $1.02 per share, respectively, for an aggregate amount of $152,739 and $199,328, respectively. As of June 30, 2018, $250,216 remains under the current authorization to repurchase our outstanding common stock from our employees.

Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value. Direct costs incurred to acquire the shares are included in the total cost of the shares.

The following table summarizes repurchases of our common stock on a monthly basis:

Period	Total Number ‎ of Shares ‎ Purchased 1		Average ‎ Price Paid ‎ per Share		Total Number of Shares ‎ Purchased as Part of ‎ Publicly Announced ‎ Plans or Programs		Approximate Dollar Value ‎ of Shares that May Yet Be ‎ Purchased Under the ‎ Plans or Programs
September 2016		25,508	$	1.04		-		-
December 2016		54,200	$	1.03		-		-
March 2017		7,250	$	1.10		-		-
June 2017		109,000	$	1.00		-		-
Year ended June 30, 2017		195,958	$	1.02		-		-

September 2017		34,800	$	1.14		-		-
December 2017		52,300	$	1.21		-		-
March 2018		19,750	$	1.29		-	$	274,523
June 2018		14,050	$	1.73		-	$	250,216
Year ended June 30, 2018		120,900	$	1.26		-	$	250,216

Consists of shares of common stock purchased from employees to satisfy tax obligations in connection with the vesting of stock incentive awards.