XML 35 R19.htm IDEA: XBRL DOCUMENT
v3.24.4

STOCKHOLDERS’ EQUITY | 12 Months Ended
--- | ---
Jun. 30, 2024
Equity [Abstract] |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY At-The-Market (“ATM”) Offering On December 21, 2020 the Company entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of its common stock, par value $0.001 (the “Common Stock”) from time to time, through an “at-the-market offering” program (the “ATM Offering”). On October 5, 2023, the Company terminated the Sales Agreement with HCW pursuant to the terms of the Sales Agreement. From December 21, 2020 through October 5, 2023, the Company sold an aggregate of 1,524,873 shares of common stock at an average price of $10.45 per share for gross proceeds of approximately $15.9 million under the ATM Offering. The Company received net proceeds of approximately $15.3 million, net of commissions and other offering related expenses. Public Offering Registered Direct Offering On September 27, 2021, the Company closed a registered direct offering, priced at-the-market under Nasdaq rules (“RDO”) for the sale of 2,142,860 shares of common stock and warrants to purchase up to an aggregate of 1,071,430 shares of common stock, at an offering price of $7.00 per share and associated warrant for gross proceeds of approximately $15.0 million prior to deducting offering expenses totaling approximately $1.0 million. The associated warrants have an exercise price equal to $7.00 per share and are exercisable upon issuance and expire in five years. HCW acted as the exclusive placement agent for the registered direct offering. The securities sold in the RDO were sold pursuant to a “shelf” registration statement on Form S-3 (File No. 333-249521), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2020 and declared effective by the SEC on October 26, 2020. The registered direct offering of the securities was made by means of a prospectus supplement dated September 22, 2021 and filed with the SEC, that forms a part of the effective registration statement. The “shelf” registration statement expired on October 26, 2023. Warrants In connection with the Company’s RDO, in September 2021 the Company issued five-year warrants to the RDO investors to purchase up to 1,071,430 shares of the Company’s common stock at an exercise price of $7.00 per share and were estimated to have a fair value of approximately $3,874,000. The warrants were exercisable immediately and are limited to beneficial ownership of 4.99% at any point in time in accordance with the warrant agreement. In May 2022 and in conjunction with entry into a credit facility with Cleveland, HPO, and other lenders (together with Cleveland and HPO, the “Lenders”), the Company issued five-year warrants to the Lenders to purchase up to 128,000 shares of the Company’s common stock at an exercise price of $2.53 per share and had a fair value of approximately $173,000. In June 2022 and in conjunction with the entry into the Second Amendment to Loan and Security Agreement with SVB, the Company issued twelve-year warrants to SVB and its designee, SVB Financial Group, to purchase up to 40,806 shares of the Company’s common stock at an exercise price of $2.23 per share and had a fair value of approximately $80,000. In November 2023 and in conjunction with the entry into the 2023 Subordinated LOC, the Company issued five-year warrants to Cleveland Capital, L.P. to purchase up to 41,196 shares of the Company’s common stock at an exercise price of $3.24 per share with a fair value of approximately $92,000. Warrant detail for the year ended June 30, 2024 is reflected below: SCHEDULE OF STOCK WARRANT ACTIVITY
|  | Number of Warrants |  |  | Weighted Average Exercise Price Per Warrant |  |  | Weighted Average Remaining Contract Term (# years) |
Warrants outstanding and exercisable at June 30, 2023 |  |  | 1,455,119 |  |  | $ | 6.10 |  |  |  |  |
Warrants issued |  |  | 41,196 |  |  |  | 3.24 |  |  |  |  |
Warrants exercised |  |  | - |  |  |  | - |  |  |  |  |
Warrants forfeited and cancelled |  |  | (83,205 | ) |  |  | 4.00 |  |  |  |  |
Warrants outstanding and exercisable at June 30, 2024 |  |  | 1,413,110 |  |  |  | 6.14 |  |  |  | 2.48 |
Warrant detail for the year ended June 30, 2023 is reflected below:
|  | Number of Warrants |  |  | Weighted Average Exercise Price Per Warrant |  |  | Weighted Average Remaining Contract Term (# years) |
Warrants outstanding and exercisable at June 30, 2022 |  |  | 1,455,119 |  |  | $ | 6.10 |  |  |  |  |
Warrants issued |  |  | - |  |  |  | - |  |  |  |  |
Warrants outstanding and exercisable at June 30, 2023 |  |  | 1,455,119 |  |  |  | 6.10 |  |  |  | 3.17 |
Warrant detail for the year ended June 30, 2022 is reflected below:
|  | Number of Warrants |  |  | Weighted Average Exercise Price Per Warrant |  |  | Weighted Average Remaining Contract Term (# years) |
Warrants outstanding and exercisable at June 30, 2021 |  |  | 214,883 |  |  | $ | 4.49 |  |  |  |  |
Warrants issued |  |  | 1,240,236 |  |  |  | 6.38 |  |  |  |  |
Warrants outstanding and exercisable at June 30, 2022 |  |  | 1,455,119 |  |  |  | 6.10 |  |  |  | 4.17 |
The Company uses the Black-Scholes valuation model to calculate the fair value of warrants. The fair value of warrants was measured at the issuance date using the assumptions in the table below: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS
|  | Year ended June 30, |
|  | 2024 |  |  | 2023(1) |  |  | 2022 |
Expected volatility |  |  | 83.70 | % |  |  | - |  |  |  | 82.45 | %
Risk free interest rate |  |  | 4.65 | % |  |  | - |  |  |  | 2.89 | %
Dividend yield |  |  | - | % |  |  | - |  |  |  | - | %
Expected term (years) |  |  | 5.00 |  |  |  |  |  |  |  | 5.00 |
| (1) | No warrants were issued during the year ended June 30, 2023.
Equity Award Plans In connection with the reverse acquisition of Flux Power, Inc. in 2012, the Company assumed the 2010 Plan. As of June 30, 2024, there weren’t any options to purchase common stock outstanding under the 2010 Plan. No additional options may be granted under the 2010 Plan. On February 17, 2015, the Company’s stockholders approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan offers certain employees, directors, and consultants the opportunity to acquire the Company’s common stock subject to vesting requirements and serves to encourage such persons to remain employed by the Company and to attract new employees. The 2014 Plan allows for the award of the Company’s common stock and stock options, up to 1,000,000 shares of the Company’s common stock. As of June 30, 2024, 89,922 shares of the Company’s common stock were available for future grants under the 2014 Plan. On April 29, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the issuance of awards for up to 2,000,000 shares of common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock awards and unrestricted stock awards to officers, directors and employees of, and consultants and advisors to, the Company or its affiliates. As of June 30, 2024, 777,551 shares of the Company’s common stock were available for future grants under the 2021 Plan. On October 31, 2022, the Board of Directors authorized a total of 624,441 stock options to be granted under the Company’s 2014 Plan and 2021 Plan. Stock Options Activity in stock options during the year ended June 30, 2024 and related balances outstanding as of that date are reflected below: SCHEDULE OF STOCK OPTIONS ACTIVITY
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term (# years) |  |  | Aggregate intrinsic Value |  |  | Weighted Average Grant Date Fair Value |
Outstanding at June 30, 2023 |  |  | 973,400 |  |  | $ | 6.44 |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 1,034,204 |  |  |  | 3.45 |  |  |  |  |  |  |  |  |  |  | $ | 2.24 |
Exercised |  |  | (100,104 | ) |  |  | 3.40 |  |  |  |  |  |  | $ | 97,593 |  |  |  |  |
Forfeited and cancelled |  |  | (302,440 | ) |  |  | 5.66 |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at June 30, 2024 |  |  | 1,605,060 |  |  |  | 4.85 |  |  |  | 7.96 |  |  |  | – |  |  |  |  |
Exercisable at June 30, 2024 |  |  | 426,363 |  |  |  | 8.72 |  |  |  | 4.92 |  |  |  | – |  |  |  |  |
Activity in stock options during the year ended June 30, 2023 and related balances outstanding as of that date are reflected below:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term (# years) |  |  | Aggregate intrinsic Value |  |  | Weighted Average Grant Date Fair Value |
Outstanding at June 30, 2022 |  |  | 503,433 |  |  | $ | 11.03 |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 624,441 |  |  |  | 3.43 |  |  |  |  |  |  |  |  |  |  | $ | 2.88 |
Exercised |  |  | (22,500 | ) |  |  | 4.60 |  |  |  |  |  |  | $ | 2,700 |  |  |  |  |
Forfeited and cancelled |  |  | (131,974 | ) |  |  | 10.03 |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at June 30, 2023 |  |  | 973,400 |  |  |  | 6.44 |  |  |  | 7.40 |  |  |  |  |  |  |  |  |
Exercisable at June 30, 2023 |  |  | 398,922 |  |  |  | 10.77 |  |  |  | 4.61 |  |  |  |  |  |  |  |  |
Activity in stock options during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term (# years) |  |  | Aggregate intrinsic Value |
Outstanding at June 30, 2021 |  |  | 531,205 |  |  | $ | 11.02 |  |  |  |  |  |  |  |  |
Exercised |  |  | (3,400 | ) |  |  | 4.65 |  |  |  |  |  |  | $ | 15,752 |
Forfeited and cancelled |  |  | (24,372 | ) |  |  | 11.65 |  |  |  |  |  |  |  |  |
Outstanding and exercisable at June 30, 2022 |  |  | 503,433 |  |  |  | 11.03 |  |  |  | 5.66 |  |  |  |  |
The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of stock options was measured at the grant date using the assumptions (annualized percentages) in the table below: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF STOCK OPTIONS
|  | Year ended June 30, |
|  | 2024 |  |  | 2023 |  |  | 2022(1) |
Expected volatility |  |  | 80.06 | % |  |  | 90.12 | % |  |  | - |
Risk free interest rate |  |  | 4.86 |  |  |  | 4.21 |  |  |  | - |
Forfeiture rate |  |  | 20.00 |  |  |  | 20.00 |  |  |  | - |
Dividend yield |  |  | – |  |  |  | – |  |  |  | - |
Expected term (years) |  |  | 6.00 |  |  |  | 6.25 |  |  |  |  |
| (1) | No stock options were granted during the year ended June 30, 2022.
Restricted Stock Units On November 5, 2020, the Company’s Board of Directors approved an amendment to the 2014 Plan, to allow for grants of Restricted Stock Units (“RSUs”). Subject to vesting requirements set forth in the RSU Award Agreement, one share of common stock is issuable for one vested RSU. On April 29, 2021, a total of 18,312 time-based RSUs were authorized by the Company’s Board of Directors to be granted under the amended 2014 Option Plan. On October 29, 2021, the Board of Directors authorized the following RSUs to be granted under the amended 2014 Option Plan: (i) a total of 97,828 RSUs to certain executive officers of which 48,914 were performance-based RSUs and 48,914 were time-based RSUs, and (ii) a total of 81,786 time-based RSUs to certain other key employees. The RSUs are subject to the terms and conditions provided in (i) the Restricted Stock Unit Award Agreement for time-based awards (“Time-based Award Agreement”), and (ii) the Performance Restricted Stock Unit Award Agreement for performance-based awards (“Performance-based Award Agreement”). Under the amended 2014 Option Plan and 2021 Plan, a total of 68,228 and 57,532 of time-based RSUs were authorized on April 18, 2024 and April 20, 2023, respectively, by the Company’s Board of Directors to be granted to the Company’s four non-executive directors. Activity in RSUs during the year ended June 30, 2024 and related balances outstanding as of that date are reflected below: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term (# years) |
Outstanding at June 30, 2023 |  |  | 193,749 |  |  | $ | 6.09 |  |  |  |  |
Granted |  |  | 68,228 |  |  |  | 4.25 |  |  |  |  |
Vested and settled |  |  | (136,956 | ) |  |  | 5.55 |  |  |  |  |
Forfeited and cancelled |  |  | (10,355 | ) |  |  | 6.91 |  |  |  |  |
Outstanding at June 30, 2024 |  |  | 114,666 |  |  |  | 5.56 |  |  |  | 0.61 |
Activity in RSUs during the year ended June 30, 2023 and related balances outstanding as of that date are reflected below:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term (# years) |
Outstanding at June 30, 2022 |  |  | 304,221 |  |  | $ | 6.06 |  |  |  |  |
Granted |  |  | 72,566 |  |  |  | 3.44 |  |  |  |  |
Vested and settled |  |  | (109,676 | ) |  |  | 3.77 |  |  |  |  |
Forfeited and cancelled |  |  | (73,362 | ) |  |  | 6.80 |  |  |  |  |
Outstanding at June 30, 2023 |  |  | 193,749 |  |  |  | 6.09 |  |  |  | 0.98 |
Activity in RSUs during the year ended June 30, 2022 and related balances outstanding as of that date are reflected below:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term (# years) |
Outstanding at June 30, 2021 |  |  | 131,652 |  |  | $ | 9.25 |  |  |  |  |
Granted |  |  | 250,786 |  |  |  | 4.82 |  |  |  |  |
Vested and settled |  |  | (9,156 | ) |  |  | 11.56 |  |  |  |  |
Forfeited and cancelled |  |  | (69,061 | ) |  |  | 6.93 |  |  |  |  |
Outstanding at June 30, 2022 |  |  | 304,221 |  |  |  | 6.06 |  |  |  | 1.82 |
Employee Stock Purchase Plan On March 6, 2023, the Company’s Board of Directors approved the 2023 Employee Stock Purchase Plan (the “2023 ESPP”), which subsequently was approved by the Company’s stockholders on April 20, 2023. The 2023 ESPP enables eligible employees of the Company and certain of its subsidiaries (a “Participating Subsidiary”) to use payroll deductions to purchase shares of the Company’s Common Stock and acquire an ownership interest in the Company. The maximum aggregate number of shares of the Company’s Common Stock that have been reserved as authorized for the grant of options under the 2023 ESPP is 350,000 shares, subject to adjustment as provided for in the 2023 ESPP. Participation in the 2023 ESPP is voluntary and is limited to eligible employees (as such term is defined in the 2023 ESPP) of the Company or a Participating Subsidiary who (i) has been employed by the Company or a Participating Subsidiary for at least 90 days and (ii) is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year. Each eligible employee may authorize payroll deductions of 1-15% of the eligible employee’s compensation on each pay day to be used to purchase up to 1,500 shares of Common Stock for the employee’s account occurring during an offering period. The 2023 ESPP has a term of ten (10) years commencing on April 20, 2023, the date of approval by the Company’s stockholders, unless otherwise earlier terminated. On March 28, 2024, participants in the 2023 ESPP purchased an aggregate total of 37,543 shares of common stock at a price equal to 85% of $3.30, which was the closing price of the Company’s common stock on the offering date pursuant to the provisions of the 2023 ESPP. At June 30, 2024, 312,457 shares of the Company’s common stock were available for future grants under the 2023 ESPP. Stock-based Compensation Stock-based compensation expense for the fiscal years ended June 30, 2024 and 2023 represents the estimated fair value of stock options, RSUs and ESPP offerings at the time of grant amortized under the straight-line method over the expected vesting period and reduced for estimated forfeitures of options and RSUs. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from original estimates. At June 30, 2024, the aggregate intrinsic value of the outstanding options and the exercisable options were zero and zero, respectively. The following table summarizes stock-based compensation expense for employee and non-employee option and RSU grants: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSES
|  | Year ended June 30, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Research and development |  | $ | 1,335,000 |  |  | $ | 173,000 |  |  | $ | 144,000 |
Selling and administrative |  |  | 236,000 |  |  |  | 625,000 |  |  |  | 567,000 |
Total stock-based compensation expense |  | $ | 1,571,000 |  |  | $ | 798,000 |  |  | $ | 711,000 |
At June 30, 2024, the unamortized stock-based compensation expense relating to outstanding stock options and RSUs was approximately $2,282,000 and $319,000, respectively, and these amounts are expected to be expensed over the weighted-average remaining recognition period of 1.60 years and 0.44 years, respectively.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration