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Stockholders’ Equity
 12 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity

Note 17 — Stockholders’ Equity 


Issuance of Common Stock in Private Offerings


In July 2020, the Company issued directly to a certain institutional investor and another investor a total of 1,820,000 shares of the Company’s common stock for net proceeds of approximately $7.3 million after offering costs at a price per share of $4.14. The offering of the shares was made pursuant to the Shelf S-3 and a prospectus supplement related to the offering filed with the SEC on July 23, 2020.


On July 25, 2019, in a registered direct public offering, the Company entered into securities purchase agreements with certain institutional investors pursuant to which the Company sold a total of 5,000,000 shares of its common stock at a price per share of $2.10. The gross proceeds to the Company were $10.5 million. The net proceeds of the offering to the Company were $9.5 million, after deducting placement agent fees and other offering expenses totaling $1.0 million paid by the Company. The offering of the shares was made pursuant to the Shelf S-3 and a prospectus supplement related to the offering filed with the SEC on July 26, 2019.


Issuance of Restricted Shares of Common Stock for Services to Consultants and Vendors


During year ended March 31 2021, the Company issued 4,061,326 shares of its common stock and restricted common stock valued at $12.6 million to certain Company consultants and vendors of which $8.8 million relates to shares issued to settle accounts payable which includes the shares issued to MBRG Investors, LLC and the shares issued to a certain music partner and $3.8 million relates to shares issued in exchange for services and is included in share-based compensation. Additionally, the Company incurred $1.2 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued. The remaining unrecognized compensation cost associated with restricted shares of common stock issued to consultants and vendors of $0.3 million is expected to be recorded over the next year as the shares vest.


During the year ended March 31, 2020, the Company issued 1,709,146 shares of its restricted common stock valued at $4.2 million to certain Company consultants and vendors. Additionally, the Company had $0.4 million in accounts payable and accrued liabilities for stock earned by its consultants, but not yet issued at March 31, 2020.


During the year ended March 31, 2020, Slacker entered into an amendment to an existing agreement with a certain licensor of music content (the “Music Partner”) which owns and licenses rights to Slacker to certain sound recordings. Pursuant to this amendment the Company issued the Music Partner $0.4 million in restricted shares of the Company’s common stock, at a price of approximately $4.51 per share, as full payment of certain amounts due under such agreement.


The Company evaluated this agreement and it was required to be accounted for as troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors. There were no material adjustments required as a result.


Issuance of Common Stock to Certain Music Partner


In June 2020, the Company entered into a new two-year license agreement with a certain music partner which owns and license rights to Slacker to certain sound recordings. Pursuant to this agreement, the Company agreed to certain minimum yearly guarantee payments and issued 264,000 shares of its restricted common stock to such music partner in consideration of all payments due to the music partner prior the date of the agreement. These shares issued are included in the total number of shares issued to consultants and vendors above.  


In July 2020, the Company issued to a certain music licensor 2,415,459 shares (the “Shares”) of its common stock at a price of $3.28 per share, to satisfy the Company’s payment obligation in the amount of $10.0 million owed to such music licensor (the “Threshold Amount”). These shares issued are included in the total number of shares issued to consultants and vendors above.  In the event that the value of the Shares as of September 30, 2020 was less than the Threshold Amount, the Company agreed to make an additional cash payment to such music licensor in an amount equal to the difference between (i) the Threshold Amount and (ii) the sum of (x) the net proceeds of any sales of the Shares by the music licensor plus (y) the aggregate value of the Shares not sold by the music licensor as of such date. As of March 31, 2021, the Company accrued $1.8 million related to additional cash payment required which is included in Accrued Royalties in the consolidated balance sheet and classified as a current liability. The shares were issued pursuant to the Shelf S-3 and a prospectus supplement related to the offering of these shares filed with the SEC on July 22, 2020. The Company did not receive any cash proceeds from the offering of these shares.


2016 Equity Incentive Plan


The Company’s board of directors and stockholders approved the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”) which reserved a total of 12,600,000 shares of the Company’s common stock for issuance. On September 17, 2020, our stockholders approved the amendment to the 2016 Plan to increase the number of shares available for issuance under the plan by 5,000,000 shares increasing the total up to 17,600,000 shares. Incentive awards authorized under the 2016 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan.


The Company recognized share-based compensation expense of $11.2 million and $12.0 million during the years ended March 31, 2021 and 2020, respectively. The total tax benefit recognized related to share-based compensation expense was $0 for the years ended March 31, 2021 and 2020.


The maximum contractual term for awards is 10 years. As of March 31, 2021, there were 5,599,030 shares of common stock available for future issuance under the 2016 Plan.


 Options Grants to Employees


As of March 31, 2021, unrecognized compensation costs for unvested awards to employees was $1 million, which is expected to be recognized over a weighted-average service period of 6.7 years.


The following table provides information about our option grants made to employees during the last two fiscal years:


   Year Ended March 31, 
   2021   2020 
Number of options granted   350,000    195,000 
Weighted-average exercise price per share  $4.11   $2.39 
Weighted-average grant date fair value per share  $1.85   $1.14 

The grant date fair value of each of these option grants to employees was determined using the Black-Sholes-Merton option-pricing model with the following assumptions:


   Year Ended March 31, 
   2021   2020 
Expected volatility   53.97% - 73.61%   47.79% - 50.62%
Dividend yield   0.00%   0.00%
Risk-free rate   0.22% - 0.46 %   0.37% - 1.88 %
Expected term (in years)   5.25 - 7.00    5.50 - 7.00 

The following table summarizes the activity of our options issued to employees during the years ended March 31, 2021 and 2020:


   Number of Shares   Weighted-
Average
Exercise Price per Share		 
Outstanding as of April 1, 2019   4,880,001   $3.95 
Granted   195,000    2.39 
Exercised   -    - 
Forfeited or expired   (671,667)   4.87 
Outstanding as of March 31, 2020   4,403,334    3.74 
Granted   350,000    4.11 
Exercised   (654,250)   3.90 
Forfeited or expired   (177,500)   4.00 
Outstanding as of March 31, 2021   3,921,584    3.74 
Exercisable as of March 31, 2021   3,454,170    3.75 

The weighted-average remaining contractual term for options to employees outstanding and options to employees exercisable as of March 31, 2021 was 7 years and 6.7 years, respectively. The intrinsic value of options to employees outstanding and options to employees exercisable was $2.4 million and $2.0 million, respectively, at March 31, 2021.


 On April 11, 2018, the Company granted options to purchase 1,326,667 shares of common stock to 4 key executives. In FY21, the Board of Directors approved an amendment to the key executive’s employment agreement which modified the exercise periods associated with these options. The modified terms approved by the Board of Directors, which extended the original exercise period from 3 to 12 months, resulted in incremental fair value which was recognized as incremental share-based compensation expense of $0.9 million during the year ended March 31, 2021.


Options Grants to Non-Employees


As of March 31, 2021, there were no unrecognized compensation costs for unvested awards to non-employees. There were no option grants to non-employees for the last two fiscal years.


The following table summarizes the activity of our options issued to non-employees during the years ended March 31, 2021 and 2019:


   Number of Shares   Weighted-
Average Exercise Price per Share		 
Outstanding as of April 1, 2019   101,667   $4.00 
Granted   -    - 
Exercised   -    - 
Forfeited or expired   (76,667)   4.00 
Outstanding as of March 31, 2020   25,000    4.00 
Granted   -    - 
Exercised   -    - 
Forfeited or expired   -    - 
Outstanding as of March 31, 2021   25,000    4.00 
Exercisable as of March 31, 2021   25,000    4.00 

The weighted average remaining contractual term for options to non-employees outstanding as of March 31, 2021 was 6.9 years. The intrinsic value of options to non-employees outstanding and options to non-employees exercisable was $0 at March 31, 2021.


Restricted Stock Units Grants


As of March 31, 2021, unrecognized compensation costs for unvested awards to employees was $8.2 million, which is expected to be recognized over a weighted-average service period of 1.13 years.


The following table provides information about our restricted stock units grants made to employees during the last two fiscal years:


   Year Ended March 31, 
   2021   2020 
Number of units granted   1,914,136    4,048,306 
Weighted-average grant date fair value per share  $3.15   $2.12 

The following table summarizes the activity of our restricted stock units issued to employees during the years ended March 31, 2021 and 2020:


   Number of Shares 
Outstanding as of April 1, 2019   1,337,391 
Granted   4,048,306 
Vested   (761,583)
Cancelled   (93,409)
Outstanding as of March 31, 2020   4,530,705 
Granted   1,914,136 
Vested   (1,641,082)
Cancelled   (290,843)
Outstanding as of March 31, 2021   4,512,916 

Restricted Stock Awards


The following table summarizes the activity of our restricted stock awards made to employees during the years ended March 31, 2021 and 2020: 


   Number of Shares 
Outstanding as of April 1, 2019   - 
Granted   24,675 
Outstanding as of March 31, 2020   24,675 
Granted   - 
Vested   - 
Cancelled   (24,675)
Outstanding as of March 31, 2021   - 

In April 2018, the Company granted 1,150,000 restricted stock units to 2 key executives. In FY21 (“the Modification Date”), the Board of Directors approved an amendment to the key executives’ employment agreement which modified the vesting terms associated with these awards. The modified vesting terms approved by the Board of Directors, which modified the number of shares issued and the timing of vesting, resulted in an additional 464,557 units probable of vesting as of the Modification Date. This resulted in incremental share-based compensation expense of $0.3 million during the year ended March 31, 2021.


Issuance of Restricted Shares of Common Stock for Services to Employees


During each of the years ended March 31, 2021 and 2020, the Company issued 0 shares of its restricted common stock to employees. As of March 31, 2021 and 2020, there was no remaining unrecognized compensation cost related to these awards.


Additional details of the Company’s issuances of its restricted common stock to employees during the years ended March 31, 2021 and 2020 are as follows:


   Number of Shares   Weighted-
Average Grant Date Fair Value per Share		 
Unvested as of April 1, 2019   15,278   $5.01 
Granted   -    - 
Vested   (15,278)   5.01 
Forfeited or expired   -    - 
Unvested as of March 31, 2020   -    - 
Granted   -    - 
Vested   -    - 
Forfeited or expired   -    - 
Unvested as of March 31, 2021   -    - 

Warrants


The table below summarizes the Company’s warrant activities:


   Number of Warrants   Weighted Average Exercise Price   Weighted-
Average Remaining Contractual Term (in years)		 
Balance outstanding, April 1, 2019   167,363   $4.01    1.94 
Granted   -    -    - 
Exercised   -    -    - 
Forfeited/expired   -    -    - 
Balance outstanding, March 31, 2020   167,363    4.01    0.94 
Granted   -    -    - 
Exercised   -    -    - 
Forfeited/expired   (167,363)   4.01    0.94 
Balance outstanding, March 31, 2021   -    -    - 
Exercisable, March 31, 2021   -    -    - 

Authorized Common Stock and Creation of Preferred Stock


The Company has the authority to issue up to 501,000,000 shares, consisting of 500,000,000 shares of the Company’s common stock and 10,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”).


The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s board of directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s board of directors.  The Company’s board of directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding.  In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock.


While the Company does not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders.


Stock Repurchase Program


In December 2020, we announced that our board of directors has authorized the repurchase up to two million shares of our outstanding common stock from time to time. The timing, price, and quantity of purchases under the program will be at the discretion of our management and will depend upon a variety of factors including share price, general and business market conditions, compliance with applicable laws and regulations, corporate and regulatory requirements, and alternative uses of capital. The program may be expanded, suspended, or discontinued by our board of directors at any time. Although our board of directors has authorized this stock repurchase program, there is no guarantee as to the exact number of shares, if any, that will be repurchased by us, and we may discontinue purchases at any time that management determines additional purchases are not warranted. We cannot guarantee that the program will be consummated, fully or all, or that it will enhance long-term stockholder value. The program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our common stock. In addition, this program could diminish our cash reserves.