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Share-Based Compensation

6 Months Ended

Oct. 31, 2021

Share-based Payment Arrangement [Abstract]

(13) Share-Based Compensation

In 2015, upon approval by the Company’s shareholders, the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) became effective. A total of 1,332,036 shares were authorized for issuance under the 2015 Omnibus Incentive Plan, including shares available for awards under the 2006 Stock Incentive Plan remaining at the time that plan terminated, or that were subject to awards under the 2006 Stock Incentive Plan that thereafter terminated by reason of expiration, forfeiture, cancellation or otherwise. If any award under the 2006 Stock Incentive Plan or 2015 Plan expires, is cancelled, terminates unexercised or is forfeited, those shares become again available for grant under the 2015 Plan. The 2015 Plan will terminate ten years after its effective date, in October 2025, but is subject to earlier termination as provided in the 2015 Plan. As of October 31, 2021, the Company has 193,928 shares available for future issuance under the 2015 Plan which reflects adjustments made for the departure of our former CEO as well as other departures.

On January 18, 2018, the Company’s Board of Directors adopted the Company’s Employment Inducement Incentive Award Plan (the “2018 Inducement Plan”) pursuant to which the Company reserved 25,000 shares of common stock for issuance under the Inducement Plan. In accordance with Rule 711(a) of the NYSE American Company Guide, awards under the Inducement Plan may only be made to individuals not previously employees of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company. An award is any right to receive the Company’s common stock pursuant to the 2018 Inducement Plan, consisting of a performance share award, restricted stock award, a restricted stock unit award or a stock payment award. As of October 31, 2021, there were 11,487 shares available for grant under the 2018 Inducement Plan.

Stock Options

The Company estimates the fair value of each stock option award granted with service-based vesting requirements, using the Black-Scholes option pricing model, assuming no dividends, and using the weighted average valuation assumptions noted in the following table. The risk-free rate is based on the US Treasury yield curve in effect at the time of grant. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the “simplified” method as permitted by the SEC’s Staff Accounting Bulletin No. 110, Share-Based Payment. Expected volatility is based on the Company’s historical volatility over the expected life of the stock option granted. The Company did not grant any stock options during the three and six months ended October 31, 2021 and 2020. A summary of stock options under our stock incentive plans is detailed in the following table.

Schedule of Stock Option Activity

	Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)
Outstanding as of April 30, 2021		516,827		$	3.89		9.0
Granted		—		$	—
Exercised		(6,666	)	$	1.05
Expired		(1,806	)	$	32.62
Cancelled/forfeited		(110,382	)	$	2.58
Outstanding as of October 31, 2021		397,973		$	4.16		8.4
Exercisable as of October 31, 2021		239,780		$	4.98		7.8

As of October 31, 2021, the total intrinsic value of outstanding and exercisable options was approximately $0.2 million. As of October 31, 2021, approximately 158,000 additional options were unvested, which had an intrinsic value of zero and a weighted average remaining contractual term of 9.2 years. There was approximately $115,000 and $188,000 of total recognized compensation cost related to stock options during each of the six months ended October 31, 2021 and 2020, respectively. As of October 31, 2021, there was approximately $0.2 million of total unrecognized compensation cost related to non-vested stock options granted under the plans. This cost is expected to be recognized over a weighted-average period of 1.0 year.

The Company’s acquisition of 3Dent (See Note 18) was valued at the fair value of the stock on the acquisition date of $1,451,584 (361,991 shares at $4.01). Since the shares will be restricted for one year and lack marketability, the Company applied a 20% discount to the purchase price making the adjusted fair value $1,161,267. Additionally, as the sellers must be employed for 12 months from the date of acquisition to retain all of their shares, the difference between the calculated fair value and the net assets acquired represents the value of the compensation expense to be recognized over the period of the agreed upon employment.


Fair Value of Purchase	$	1,161,267
Total Acquired Assets	$	(593,571	)
Total Acquired Liabilities	$	117,106
Compensation Expense	$	684,802
Quarterly Compensation Expense	$	171,201

The Company will recognize approximately $171,000 of compensation expense on a quarterly basis for the consideration paid until 12 months from the acquisition date of February 2, 2022.

Performance Stock Options

In January of 2020, the Company issued 81,337 performance-based stock options to two of its executives. There were 40,668 shares that were unvested and outstanding at October 31, 2021 which expire on December 15, 2021, 40,000 of which were exercised in December 2021.

In January of 2021, the Company issued 344,723 performance-based stock options to employees and executives. The awards vest over 2 years provided there is positive total shareholder return (e.g. share price increase) as measured by the closing share price on January 14, 2022 and January 14, 2023. There were 257,356 shares unvested and outstanding at October 31, 2021. None of the shares granted to our former President and CEO under this issuance vested and lapsed as of June 18, 2021. A summary of performance stock options under our stock incentive plans is detailed in the following table.

Schedule of Stock Option Activity

Shares

Underlying

Options
Weighted
Average
Exercise
Price
Weighted

Average

Remaining

Contractual

Term

(In Years)

Outstanding as of April 30, 2021 424,790 $ 2.57 9.5

Granted 66,667 $ 0.62

Exercised (13,334 ) $ 1.05

Cancelled/forfeited (193,433 ) $ 2.80

Outstanding as of October 31, 2021 284,690 $ 2.03 9.1

Exercisable as of October 31, 2021 27,334 $ 1.05 8.2

As of October 31, 2021, the total intrinsic value of both outstanding and exercisable options was approximately $30,000 and zero, respectively. As of October 31, 2021, approximately 257,000 additional options were unvested, which had an intrinsic value of $30,000 and a weighted average remaining contractual term of 9.1 years. There was approximately $61,000 and $187,000 of total recognized compensation cost related to stock options during each of the six months ended October 31, 2021 and 2020, respectively. As of October 31, 2021, there was approximately $0.3 million of total unrecognized compensation cost related to non-vested stock options granted under the plans. This cost is expected to be recognized over a weighted-average period of 1.3 years.

Restricted Stock

Compensation expense for non-vested restricted stock is generally recorded based on its market value on the date of grant and recognized ratably over the associated service and performance period. During the six months ended October 31, 2021 and 2020, the Company granted 33,333 shares that were subject to service-based vesting requirements.

A summary of non-vested restricted stock under our stock incentive plans is as follows:

	Number of Shares		Weighted Average Price per Share
Issued and unvested at April 30, 2021		10,000	$	2.93
Granted		33,333	$	2.37
Vested		—	$	—
Cancelled/forfeited		—	$	—
Issued and unvested at October 31, 2021		43,333	$	2.50

There was approximately $29,000 and $10,000 of total recognized compensation cost related to restricted stock for the six months ended October 31, 2021 and 2020, respectively. As of October 31, 2021, there is approximately $70,000 of unrecognized compensation cost remaining related to unvested restricted stock granted under our plans. This cost is expected to be recognized over a weighted-average period of 1.5 years.

In December 2019, the Company granted 51,547 shares to an employee, subject to service-based vesting requirements, that were outside the Company stock incentive plans. There was approximately zero and $12,000 of total recognized compensation cost related to this award for the three months ended October 31, 2021 and 2020, respectively. As of October 31, 2021, there was no unrecognized compensation cost remaining related to this award.