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Stockholders' Equity
12 Months Ended
Jun. 30, 2020
Stockholders' Equity  
Stockholders' Equity

Note 6.   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. On November 12, 2019, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 1,874,513 to 2,374,513. 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, 2020, there were 622,429 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

 

    

 

    

Weighted

    

 

    

Weighted

    

 

    

Weighted

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

 

Exercise

 

 

 

Exercise

 

 

 

Exercise

 

 

Shares

 

Price

 

Shares

 

Price

 

Shares

 

Price

Outstanding at July 1, 2018

 

2,991,835

 

 

1.16

 

2,885,376

 

 

1.15

 

106,459

 

 

1.27

Granted

 

717,000

 

 

2.22

 

250,000

 

 

2.40

 

467,000

 

 

2.12

Options vesting

 

 —

 

 

 —

 

105,042

 

 

1.49

 

(105,042)

 

 

1.49

Exercised

 

(396,500)

 

 

1.19

 

(396,500)

 

 

1.19

 

 —

 

 

 —

Forfeited/Cancelled

 

(25,000)

 

 

1.05

 

(16,667)

 

 

1.05

 

(8,333)

 

 

1.05

Outstanding at June 30, 2019

 

3,287,335

 

 

1.38

 

2,827,251

 

 

1.27

 

460,084

 

 

2.09

Granted

 

324,000

 

 

3.04

 

250,000

 

 

3.13

 

74,000

 

 

2.72

Options vesting

 

 —

 

 

 —

 

278,249

 

 

2.05

 

(278,249)

 

 

2.05

Exercised

 

(263,755)

 

 

1.16

 

(263,755)

 

 

1.16

 

 —

 

 

 —

Forfeited/Cancelled

 

(20,000)

 

 

1.95

 

(10,000)

 

 

1.95

 

(10,000)

 

 

1.95

Outstanding at June 30, 2020

 

3,327,580

 

$

1.56

 

3,081,745

 

$

1.50

 

245,835

 

$

2.34

 

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, 2020 and 2019.

 

 

 

 

 

 

 

 

Years Ended

 

 

 

June 30, 

 

 

    

2020

  

2019

 

Expected dividend yield

 

 0

%  

 0

%

Risk-free interest rate

 

0.43% - 1.69

%  

2.24% - 3.00

%

Expected life (in years)

 

5 - 6

 

5 - 6

 

Expected volatility

 

62% - 64

%  

68% - 69

%

 

The weighted average remaining contractual life of all options outstanding as of June 30, 2020 was 5.75 years. The remaining contractual life for options vested and exercisable at June 30, 2020 was 5.53 years. Furthermore, the aggregate intrinsic value of options outstanding as of June 30, 2020 was $2,928,695, and the aggregate intrinsic value of options vested and exercisable at June 30, 2020 was $2,883,851, in each case based on the fair value of the Company’s common stock on June 30, 2020.

During the year ended June 30, 2020, the Company granted 324,000 options to employees and directors with a fair value of $488,080 which amount will be amortized over the vesting period. The total fair value of options that vested during the year ended June 30, 2020 was $610,634  and was included in selling, general and administrative expenses in the accompanying statement of operations. As of June 30, 2020, the amount of unvested compensation related to the unvested options was $290,515 which will be recorded as an expense in future periods as the options vest. During the year ended June 30, 2020, the Company issued 161,698 net shares of common stock upon the exercise of 263,755 options on a cashless basis.

During the year ended June 30, 2019, the Company granted 717,000 options to employees and directors with a fair value of $881,860 which amount will be amortized over the vesting period. The total fair value of options that vested during the year ended June 30, 2019 was $523,978 and was included in selling, general and administrative expenses in the accompanying statement of operations. During the year ended June 30, 2019, the Company issued 92,954 shares of common stock upon the exercise of 221,500 options on a cashless basis and the Company issued 145,000 shares of common stock on the exercise of 175,000 options for cash and common stock, resulting in proceeds to the Company of $100,000.

Additional information regarding stock options outstanding and exercisable as of June 30, 2020 is as follows:

 

 

 

 

 

 

 

 

 

Option

    

 

    

Remaining

    

 

 

Exercise

 

Options

 

Contractual

 

Options

 

Price

 

Outstanding

 

Life (in years)

 

Exercisable

$

0.59

 

8,150

 

2.00

 

8,150

 

0.60

 

5,000

 

2.00

 

5,000

 

0.65

 

6,150

 

2.00

 

6,150

 

0.70

 

225,000

 

5.43

 

225,000

 

0.77

 

49,500

 

3.08

 

49,500

 

0.80

 

16,000

 

5.14

 

16,000

 

0.90

 

25,667

 

3.81

 

25,667

 

0.97

 

6,000

 

2.00

 

6,000

 

1.00

 

28,249

 

3.43

 

28,249

 

1.02

 

87,000

 

0.12

 

87,000

 

1.05

 

400,529

 

6.09

 

400,529

 

1.07

 

33,898

 

2.29

 

33,898

 

1.09

 

124,165

 

5.34

 

124,165

 

1.10

 

105,000

 

5.00

 

105,000

 

1.14

 

3,674

 

2.00

 

3,674

 

1.15

 

209,400

 

4.11

 

209,400

 

1.20

 

352,414

 

7.08

 

350,580

 

1.25

 

32,000

 

2.62

 

32,000

 

1.30

 

243,000

 

1.68

 

243,000

 

1.50

 

195,000

 

2.38

 

195,000

 

1.59

 

35,000

 

7.87

 

26,250

 

1.75

 

1,067

 

2.00

 

1,067

 

1.80

 

94,050

 

3.13

 

94,050

 

1.85

 

24,000

 

2.59

 

24,000

 

1.95

 

275,000

 

8.01

 

189,583

 

2.40

 

398,667

 

8.38

 

334,500

 

2.49

 

50,000

 

9.25

 

 —

 

2.50

 

20,000

 

8.88

 

8,333

 

2.99

 

8,000

 

9.87

 

 —

 

3.13

 

258,000

 

9.38

 

250,000

 

3.50

 

8,000

 

9.62

 

 —

 

Total

 

3,327,580

 

 

 

3,081,745

 

Warrants

The following table summarizes warrant activity:

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

 

Average

 

 

Number of

 

Exercise

 

 

Warrants

 

Price

Outstanding, June 30, 2018

 

1,985,000

 

$

1.25

Granted

 

 —

 

 

 —

Exercised

 

(100,000)

 

 

1.22

Expired/Cancelled

 

 —

 

 

 —

Outstanding, June 30, 2019

 

1,885,000

 

 

1.25

Granted

 

 —

 

 

 —

Exercised

 

(1,500,000)

 

 

1.25

Expired/Cancelled

 

 —

 

 

 —

Outstanding, June 30, 2020

 

385,000

 

$

1.24

Exercisable, June 30, 2019

 

1,885,000

 

$

1.25

Exercisable, June 30, 2020

 

385,000

 

$

1.24

 

During the year ended June 30, 2020, certain holders of warrants to purchase shares of the Company’s common stock at a per share exercise price of $1.25 exercised those warrants to purchase 1,500,000 shares, generating gross proceeds to the Company of $1,875,000. The intrinsic value for all warrants outstanding as of June 30, 2020 was $434,200, based on the fair value of the Company’s common stock on June 30, 2020.

Additional information regarding warrants outstanding and exercisable as of June 30, 2020 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Remaining

    

 

Warrant

 

Warrants

 

Contractual

 

Warrants

Exercise Price

 

Outstanding

 

Life (in years)

 

Exercisable

 

$

1.19

 

50,000

 

1.48

 

50,000

 

 

1.25

 

335,000

 

0.89

 

335,000

Total

 

 

 

385,000

 

  

 

385,000

 

Restricted Common Stock

Prior to July 1, 2018, the Company issued 1,996,304 shares of restricted common stock to employees valued at $1,563,074, of which $1,482,663 had been recognized as an expense. As of June 30, 2018, 416,619 of these shares with a grant date fair value of $360,160 had not yet vested.

During the year ended June 30, 2019, the Company issued an additional 170,245 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 $355,417 based on the market price of our common stock ranging from $1.99 to $2.50 per share on the date of grant, which will be amortized over the three-year vesting period.

During the year ended June 30, 2020, the Company issued an additional 110,817 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 $322,875 based on the market price of our common stock ranging from $2.75 to $3.50 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, 2020 and 2019 was $340,961 and $303,194, respectively, and is included in selling, general and administrative expenses in the accompanying statements of operations. As of June 30, 2020, the amount of unvested compensation related to issuances of restricted common stock was $394,297, 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:

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

 

 

 

 

 

 

 

Average

 

 

Number of

 

 

 

 

Grant Date

 

 

Shares

 

Fair Value

 

Fair Value

Non-vested, June 30, 2018

 

416,619

 

$

360,160

 

$

1.08

Granted

 

170,245

 

 

355,417

 

 

2.09

Vested

 

(275,329)

 

 

(303,194)

 

 

1.05

Forfeited

 

 —

 

 

 —

 

 

 —

Non-vested, June 30, 2019

 

311,535

 

 

412,383

 

 

1.66

Granted

 

110,817

 

 

322,875

 

 

2.91

Vested

 

(230,497)

 

 

(340,961)

 

 

1.56

Forfeited

 

 —

 

 

 —

 

 

 —

Non-vested, June 30, 2020

 

191,855

 

$

394,297

 

$

2.51

 

Common Stock Repurchase and Retirement

Effective as of November 13,2018, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2019 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 $3.00 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.

Effective as of February 11, 2020, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2020 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $400,000 of outstanding common stock (at prices no greater than $4.00 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, 2020 and 2019, we repurchased approximately 116,200 and 88,250 shares of our common stock under the repurchase plan at an average price of approximately $2.77 and $2.27 per share, respectively, for an aggregate amount of $321,601 and $200,023, respectively. As of June 30, 2020, $277,774 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Total Number of Shares

    

Approximate Dollar Value

 

 

Total Number

 

Average

 

Purchased as Part of

 

of Shares that May Yet Be

 

 

of Shares

 

Price Paid

 

Publicly Announced

 

Purchased Under the

Period

 

Purchased1

 

per Share

 

Plans or Programs

 

Plans or Programs

September 2018

 

34,200

 

$

2.20

 

 —

 

 

 —

December 2018

 

15,800

 

$

2.41

 

 —

 

 

 —

March 2019

 

20,500

 

$

2.24

 

 —

 

 

 —

June 2019

 

17,750

 

$

2.30

 

 —

 

 

 —

Year ended June 30, 2019

 

88,250

 

$

2.27

 

 —

 

 

 —

 

 

 

 

 

 

 

  

 

 

  

September 2019

 

28,750

 

$

2.50

 

 —

 

 

 —

December 2019

 

42,500

 

$

3.00

 

 —

 

 

 —

March 2020

 

25,150

 

$

2.75

 

 —

 

$

330,838

June 2020

 

19,800

 

$

2.68

 

 —

 

$

277,774

Year ended June 30, 2020

 

116,200

 

$

2.77

 

 —

 

$

277,774

 

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