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Share-Based Compensation | 6 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | 16. SHARE-BASED COMPENSATION Equity compensation plans The Amended and Restated 2015 Equity Incentive Plan (“2015 Equity Plan”) expired on January 19, 2025. The 2025 Equity Incentive Plan (“2025 Equity Plan” and, together with the 2015 Equity Plan, the “Equity Plans”) was adopted by the Company’s Board of Directors on January 27, 2025 and approved by the Company’s stockholders on March 17, 2025. The 2025 Equity Plan authorizes the issuance of stock options, restricted stock, stock appreciation rights, restricted stock units (“RSUs”) and performance awards, to an aggregate of 6,000,000 shares of common stock to employees, directors, advisors or consultants. As of March 31, 2025, there were options and restricted stock units outstanding covering 4,772,727 shares of common stock under the Equity Plans, and 5,729,184 shares of common stock available for grant, for a total of 10,501,911 shares of common stock authorized and unissued under the 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. Total compensation expense for all share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a service condition, compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. For share-based awards that vest based on a market condition, compensation expense is recognized on a straight-line basis over the requisite service period of each separately vesting tranche. For share-based awards that vest based on a performance condition, compensation expense is recognized for the number of awards that are expected to vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that ultimately vest. Stock options A summary of the activity in options of the Company as of March 31, 2025, is presented below:
|  | Number of Shares |  |  | Weighted Average Exercise Price |
Outstanding September 30, 2024 |  |  | 3,695,740 |  |  | $ | 2.84 |
Granted |  |  | 1,010,250 |  |  | $ | 2.82 |
Forfeited/expired |  |  | (206,458 | ) |  | $ | 4.91 |
Exercised |  |  | (24,147 | ) |  | $ | 1.78 |
Outstanding March 31, 2025 |  |  | 4,475,385 |  |  | $ | 2.75 |
Exercisable March 31, 2025 |  |  | 1,358,716 |  |  | $ | 3.02 |
The aggregate intrinsic value of options outstanding and exercisable as of March 31, 2025 was $431 and $124, 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 $2.27 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, 2025 was $43 and proceeds from these exercises was $43. The total intrinsic value of stock options exercised during the six months ended March 31, 2024 was $0 and proceeds from these exercises was $0. The following table summarizes information about stock options outstanding as of March 31, 2025:
Range of Exercise Prices |  | Number Outstanding |  |  | Weighted Average Remaining Contractual Term |  |  | Weighted Average Exercise Price |  |  | Number Exercisable |  |  | Weighted Average Exercise Price |
$1.70-$2.59 |  |  | 1,574,332 |  |  |  | 6.20 |  |  | $ | 2.15 |  |  |  | 216,933 |  |  | $ | 1.70 |
$2.64-$2.70 |  |  | 1,538,000 |  |  |  | 5.11 |  |  | $ | 2.69 |  |  |  | 383,709 |  |  | $ | 2.69 |
$3.09-$3.55 |  |  | 1,234,053 |  |  |  | 3.71 |  |  | $ | 3.37 |  |  |  | 679,262 |  |  | $ | 3.36 |
$3.56-$6.87 |  |  | 129,000 |  |  |  | 5.46 |  |  | $ | 4.67 |  |  |  | 78,812 |  |  | $ | 5.27 |
|  |  | 4,475,385 |  |  |  | 5.12 |  |  | $ | 2.75 |  |  |  | 1,358,716 |  |  | $ | 3.02 |
The Company recorded $256 and $181 of stock option compensation expense for employees, directors and consultants for the three months ended March 31, 2025 and 2024, respectively. The Company recorded $498 and $399 of stock option compensation expense for employees, directors and consultants for the six months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $2,165 of total unrecognized compensation costs related to outstanding employee stock options. This amount is expected to be recognized over a weighted average period of 1.8 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. 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 during the six months ended March 31, 2025 and 2024, was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions (annualized percentages):
|  | Six Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Volatility |  |  | 60.7 | % |  |  | 57.8 | %
Risk-free interest rate |  |  | 4.1 | % |  |  | 4.3 | %
Dividend yield |  |  | 0.0 | % |  |  | 0.0 | %
Expected term in years |  |  | 3.6 |  |  |  | 4.2 |
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 years. The expected term is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates. Such revision adjustments to expense will be recorded as a cumulative adjustment in the period in which the estimate is changed. The Company has no t paid a dividend for the six months ended March 31, 2025 and did no t pay a dividend for the six months ended March 31, 2024. Performance-based stock options On October 8, 2022, the Company awarded performance-based stock options (PVOs) to purchase 800,000 shares of the Company’s common stock to a 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 has not recorded compensation expense related to these options. 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 for compensation expense to be recognized. The Company recorded $3 and $62 of compensation expense related to these options during the three months ended March 31, 2025 and 2024, respectively. The Company recorded $6 and $124 of compensation expense related to these options during the six months ended March 31, 2025 and 2024, respectively. PVO expense was included in the stock option compensation expense above. The Company did no t grant any PVOs during the six months ended March 31, 2025. As of March 31, 2025, there was no unrecognized compensation related to PVOs. Restricted stock units Compensation expense for RSUs was $158 and $343 for the three months ended March 31, 2025 and 2024, respectively. Compensation expense for RSUs was $307 and $571 for the six months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $704 of total unrecognized compensation costs related to outstanding RSUs. This amount is expected to be recognized over a weighted average period of 1.1 years. A summary of the Company’s RSUs as of March 31, 2025, is presented below:
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Outstanding September 30, 2024 |  |  | 288,059 |  |  | $ | 2.78 |
Granted |  |  | 243,816 |  |  | $ | 2.27 |
Vested |  |  | (234,533 | ) |  | $ | 2.56 |
Forfeited/cancelled |  |  | — |  |  | $ | — |
Outstanding March 31, 2025 |  |  | 297,342 |  |  | $ | 2.53 |
The Company recorded share-based compensation expense and classified it in the condensed consolidated statements of operations as follows:
|  | Three Months Ended March 31, |  |  | Six Months Ended March 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Cost of revenues |  | $ | 20 |  |  | $ | 28 |  |  | $ | 37 |  |  | $ | 42 |
Selling, general and administrative |  |  | 338 |  |  |  | 439 |  |  |  | 664 |  |  |  | 827 |
Research and development |  |  | 56 |  |  |  | 57 |  |  |  | 104 |  |  |  | 101 |
|  | $ | 414 |  |  | $ | 524 |  |  | $ | 805 |  |  | $ | 970 |

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