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Stockholders' Equity | 6 Months Ended
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Dec. 31, 2023
Stockholders' Equity |
Stockholders' Equity | Note 4. 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 17, 2020, 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 2,374,513 to 3,374,513. On November 17, 2021, 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 3,374,513 to 6,874,513. 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 December 31, 2023, there were 857,993 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 June 30, 2023 |  | 2,909,574 |  | $ | 1.87 |  | 2,865,593 |  | $ | 1.86 |  | 43,981 |  | $ | 2.47
Granted |  | 257,934 |  | ​ | 2.73 |  | — |  | ​ | — |  | 257,934 |  | ​ | 2.73
Options vesting |  | — |  | ​ | — |  | 26,137 |  | ​ | 2.44 |  | (26,137) |  | ​ | 2.44
Exercised |  | (319,550) |  | ​ | 2.03 |  | (319,550) |  | ​ | 2.03 |  | — |  | ​ | —
Forfeited |  | — |  | ​ | — |  | — |  | ​ | — |  | — |  | ​ | —
Outstanding at December 31, 2023 |  | 2,847,958 | ​ | $ | 1.93 |  | 2,572,180 | ​ | $ | 1.84 |  | 275,778 | ​ | $ | 2.72
​ The weighted average remaining contractual life of all options outstanding as of December 31, 2023 was 5.53 years. The remaining contractual life for options vested and exercisable at December 31, 2023 was 5.07 years. Furthermore, the aggregate intrinsic value of options outstanding as of December 31, 2023 was $2,076,104, and the aggregate intrinsic value of options vested and exercisable as of December 31, 2023 was $2,073,707, in each case based on the fair value of the Company’s common stock on December 31, 2023. During the six months ended December 31, 2023, the Company granted 257,934 options to directors with a fair value of $340,473 which amount will be amortized over the vesting period. The total fair value of options that vested during the six months ended December 31, 2023 was $61,714 and is included in selling, general and administrative expenses in the accompanying statement of operations. As of December 31, 2023, the amount of unvested compensation related to stock options was $335,335 which will be recorded as an expense in future periods as the options vest. During the six months ended December 31, 2023, the Company issued 50,180 net shares of common stock upon the exercise of options underlying 319,550 shares of common stock. The following table presents the information regarding stock options outstanding and exercisable as of December 31, 2023: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Option |  | ​ |  | Remaining |  | ​
​ | Exercise | ​ | Options | ​ | Contractual | ​ | Options
​ | Price | ​ | Outstanding | ​ | Life (in years) | ​ | Exercisable
$ | 0.70 |  | 225,000 |  | 1.93 |  | 225,000
​ | 0.77 |  | 25,000 |  | 0.63 |  | 25,000
​ | 0.80 |  | 16,000 |  | 1.64 |  | 16,000
​ | 0.90 |  | 15,000 |  | 1.59 |  | 15,000
​ | 1.00 |  | 15,000 |  | 1.19 |  | 15,000
​ | 1.05 |  | 305,000 |  | 2.65 |  | 305,000
​ | 1.09 |  | 40,000 |  | 2.40 |  | 40,000
​ | 1.10 |  | 105,000 |  | 1.50 |  | 105,000
​ | 1.20 |  | 274,000 |  | 3.55 |  | 274,000
​ | 1.59 |  | 25,000 |  | 4.36 |  | 25,000
​ | 2.10 | ​ | 238,767 | ​ | 8.11 | ​ | 238,767
​ | 2.13 | ​ | 216,708 | ​ | 6.88 | ​ | 216,708
​ | 2.15 | ​ | 200,000 | ​ | 8.95 | ​ | 200,000
​ | 2.17 | ​ | 35,955 | ​ | 7.36 | ​ | 32,958
​ | 2.19 | ​ | 5,000 | ​ | 8.05 | ​ | 3,333
​ | 2.40 |  | 302,833 |  | 4.87 |  | 302,833
​ | 2.43 | ​ | 61,250 | ​ | 7.43 | ​ | 58,750
​ | 2.45 | ​ | 98,000 | ​ | 6.59 | ​ | 98,000
​ | 2.49 | ​ | 78,435 | ​ | 6.42 | ​ | 78,435
​ | 2.50 | ​ | 20,000 | ​ | 5.38 | ​ | 20,000
​ | 2.64 | ​ | 30,882 | ​ | 7.60 | ​ | 25,734
​ | 2.67 | ​ | 33,194 | ​ | 7.72 | ​ | 27,662
​ | 2.73 | ​ | 257,934 | ​ | 9.94 | ​ | —
​ | 2.99 | ​ | 8,000 | ​ | 6.37 | ​ | 8,000
​ | 3.13 | ​ | 208,000 | ​ | 5.87 | ​ | 208,000
​ | 3.50 | ​ | 8,000 | ​ | 6.12 | ​ | 8,000
​ | Total | ​ | 2,847,958 | ​ | ​ | ​ | 2,572,180
​ Restricted Common Stock Prior to July 1, 2023, the Company issued 5,184,592 shares of restricted common stock to employees valued at $7,503,186, of which 2,427,309 shares have vested, 279,489 shares with fair value of $312,156 have been forfeited, and $4,479,369 has been recognized as an expense. The balance of the non-vested shares of restricted common stock was 2,477,794 at June 30, 2023, with an aggregate fair value of $2,711,661. During the six months ended December 31, 2023, the Company issued an additional 308,000 shares of restricted stock to employees with an aggregate fair value of $860,650. Of this amount, 130,000 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 these stock awards was $352,450 based on the market price of our common stock ranging from $2.24 to $2.73 per share on the date of grant, which will be amortized over the range of a three year vesting period. The remaining 250,000 shares were granted, under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”). The LTEBP replaces the previous restricted stock compensation program for executives. It spans 5 years and is designed to better serve stockholder interests by aligning key executive compensation with stockholder value. Awards under the LTEBP will vest as follows, upon the 30-day volume weighted average price (VWAP) of our common stock reaching the following targets: ​ •20% at a 30-day VWAP of $3.00 per share; •20% at a 30-day VWAP of $3.75 per share; •20% at a 30-day VWAP of $4.50 per share; •20% at a 30-day VWAP of $5.25 per share; and •20% at a 30-day VWAP of $6.00 per share. ​ Upon a change of control, vesting will accelerate with respect to that portion of the award that would vest if the target 30-day VWAP was achieved at the level above the per share price in such change of control transaction. For example, if we granted an award of 100,000 shares under the LTEBP, 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $3.00 per share, and 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $3.75 per share. If the per share price in a change of control transaction was $5.00 per share, vesting would accelerate for 40,000 shares under the same award (i.e. the number of shares that would vest for our stock price achieving a 30-day VWAP of $5.25 per share, pursuant to a tier round up provision in the Plan effective upon a change in control). As a condition to receiving awards under the LTEBP, recipients will be required to hold at least 75% of all vested shares during the term of their employment. Applicable target 30-day VWAPs must be achieved within 5 years following the grant of awards under the LTEBP, and all unvested awards under the LTEBP will be forfeited upon expiration of such 5-year period. Recipients will also forfeit unvested awards in the event their service with our company terminates for any reason. As the vesting of the 250,000 shares of restricted common stock under the LTEBP is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $508,200, computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.51 years. The total fair value of restricted common stock vesting and expenses related to amortization of the fair value of the LTEBP program during the six months ended December 31, 2023 was $1,126,555 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of December 31, 2023, the amount of unvested compensation related to issuances of restricted common stock was $2,445,756, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income 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. When calculating net loss per share, the 2,679,224 shares are considered antidilutive and are excluded from that calculation. The following table summarizes restricted common stock activity: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted
​ | ​ | ​ | ​ | ​ | ​ | ​ | Average
​ | ​ | Number of | ​ | ​ | ​ | ​ | Grant Date
​ | ​ | Shares | ​ | Fair Value | ​ | Fair Value
Non-vested, June 30, 2023 |  | 2,477,794 | ​ | $ | 2,711,661 | ​ | $ | 1.52
Granted |  | 380,000 | ​ |  | 860,650 | ​ |  | 2.26
Vested |  | (178,570) | ​ |  | (1,126,555) | ​ |  | 2.08
Forfeited |  | — | ​ |  | — | ​ |  | —
Non-vested, December 31, 2023 |  | 2,679,224 | ​ | $ | 2,445,756 | ​ | $ | 1.59
​ Common Stock Repurchases Effective as of February 9, 2021, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2021 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 Compensation Committee of our Board of Directors subsequently approved the extension of the repurchases under the same terms through the end of fiscal year 2024. 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. As of June 30, 2023, $151,095 remained under the current authorization to repurchase our outstanding common stock from our employees. During the six months ended December 31, 2023, the Company repurchased 27,104 shares of our common stock from employees at an average market price of approximately $2.54 per share for an aggregate amount of $68,748. As of December 31, 2023, $82,347 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.

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