XML 19 R10.htm IDEA: XBRL DOCUMENT
v3.23.2

Stockholders' Equity | 3 Months Ended
--- | ---
Jun. 30, 2023
Equity [Abstract] |
Stockholders' Equity | Note 4. Stockholders’ Equity Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock. There are no shares of preferred stock currently outstanding, and the Company has no current plans to issue shares of preferred stock. Common Stock In March 2021, the Company's Board of Directors ("Board") approved the 2021 Inducement Equity Incentive Plan ("Inducement Plan"). The Inducement Plan authorized the issuance of up to 750,000 shares of common stock for awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares, and other stock or cash awards. On October 12, 2022, the Company's stockholders and the Board approved the 2022 Equity Incentive Plan ("2022 Plan"), and it became effective on that date. The 2022 Plan replaced the Amended and Restated 2012 Equity Incentive Plan ("2012 Plan") on the effective date. Upon the effective date, the Company ceased granting awards under the 2012 Plan and any shares remaining available for future issuance under the 2012 Plan were cancelled and are no longer available for future issuance. The 2012 Plan continues to govern awards previously granted under it. At the time the Board approved the 2022 Plan, an aggregate of 1,363,000 shares of the Company’s common stock was initially reserved for issuance under the 2022 Plan. The Company committed to reducing the new 2022 Plan share reserve by the number of shares that were granted under the 2012 Plan and the Inducement Plan between July 25, 2022 and October 12, 2022. From July 25, 2022 to October 12, 2022, the Company issued 126,262 shares of its common stock under the 2012 Plan. As a result, the number of shares reserved for future issuance under the 2022 Plan is 1,236,738 shares of common stock. The Company also committed to reducing the aggregate number of shares of its common stock issuable pursuant to the Inducement Plan from 750,000 shares to 51,000 shares (which includes 50,000 shares of its common stock issuable pursuant to an outstanding option to purchase common stock with an exercise price of $2.75 per share, leaving only 1,000 shares available for future issuance under the Inducement Plan) and the share reserve was reduced effective October 12, 2022. The Company previously had an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus previously declared effective by the SEC on February 22, 2018 (the “2018 Shelf”), which registered $100.0 million of common stock, preferred stock, warrants and units, or any combination of the foregoing, that was set to expire on February 22, 2021. On January 19, 2021, the Company filed a shelf registration statement on Form S-3 (File No. 333-252224) to register $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants and units, or any combination of the foregoing (the “2021 Shelf”) and a related prospectus. The 2021 Shelf was declared effective by the SEC on January 29, 2021 and replaced the 2018 Shelf at that time. On March 16, 2018, the Company entered into a Sales Agreement (“Sales Agreement”) with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”). On January 29, 2021, the Company filed a prospectus supplement to the 2021 Shelf (the “ATM Prospectus Supplement”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock in ATM sales transactions having an aggregate offering price of up to $50.0 million. Any shares offered and sold will be issued pursuant to the 2021 Shelf. During the three months ended June 30, 2023, the Company issued zero shares of common stock in ATM offerings under the ATM Prospectus Supplement. As of June 30, 2023, the Company has sold an aggregate of 1,580,862 shares of common stock in ATM offerings under the ATM Prospectus Supplement, with gross proceeds of approximately $21.7 million. As of June 30, 2023, there was approximately $100.0 million available for future offerings under the 2021 Shelf (excluding amounts available but not yet issued under the ATM Prospectus Supplement), and approximately $28.3 million available for future offerings through the Company’s ATM program under the ATM Prospectus Supplement. Restricted Stock Units The following table summarizes the Company’s RSUs activity for the three months ended June 30, 2023:
|  | Number of Shares |  |  | Weighted Average Price |
Unvested at March 31, 2023 |  |  | 127,717 |  |  | $ | 2.22 |
Granted |  |  | — |  |  | $ | — |
Vested |  |  | (1,325 | ) |  | $ | 10.79 |
Cancelled / forfeited |  |  | — |  |  | $ | — |
Unvested at June 30, 2023 |  |  | 126,392 |  |  | $ | 2.15 |
Stock Options During the three months ended June 30, 2023, under the 2022 Plan, 131,257 stock options were granted at various exercise prices. On October 7, 2021, the Company granted 30,000 and 7,500 stock options, respectively, to its Executive Chairman and its Chief Scientific Officer under the 2012 Plan. These stock options have unique vesting criteria based on specific Company performance conditions. The vesting criteria relates to the Company closing a seven-figure cash up front deal with a major pharmaceutical company. As of June 30, 2023, management estimated there was a 0% probability of achievement, and therefore no expense has been recorded to date. The following table summarizes the Company’s stock option activity from March 31, 2023 to June 30, 2023:
|  | Options Outstanding |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value |
Outstanding at March 31, 2023 |  |  | 1,451,217 |  |  | $ | 6.49 |  |  | $ | 38,327 |
Options granted |  |  | 131,257 |  |  | $ | 1.81 |  |  | $ | — |
Options cancelled / forfeited |  |  | — |  |  | $ | — |  |  | $ | — |
Options exercised |  |  | — |  |  | $ | — |  |  | $ | — |
Outstanding at June 30, 2023 |  |  | 1,582,474 |  |  | $ | 6.10 |  |  | $ | 7,732 |
Vested and Exercisable at June 30, 2023 |  |  | 626,849 |  |  | $ | 6.95 |  |  | $ | 175 |
The weighted average remaining contractual term of stock options exercisable and outstanding at June 30, 2023 was approximately 7.77 years. Employee Stock Purchase Plan In June 2016, the Board adopted, and in August 2016, the Company’s stockholders subsequently approved, the Employee Stock Purchase Plan ("ESPP"). The Company reserved 75,000 shares of common stock for issuance thereunder. The ESPP permits employees after five months of service to purchase common stock through payroll deductions, limited to 15 percent of each employee’s compensation up to $25,000 per employee per year or 500 shares per employee per six-month purchase period. Shares under the ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period. The initial offering period commenced in September 2016. At June 30, 2023, there were 58,426 shares available for purchase under the ESPP. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consisted of the following at June 30, 2023:
Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan |  |  | 1,345,664 |
Common stock reserved under the 2012 Plan |  |  | — |
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan |  |  | 186,810 |
Common stock reserved under the 2022 Plan |  |  | 940,214 |
Common stock reserved under the ESPP |  |  | 58,426 |
Common stock reserved under the 2021 Inducement Equity Plan |  |  | 1,000 |
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan |  |  | 8,750 |
Common stock issuable pursuant to restricted stock units outstanding under the 2022 Plan |  |  | 117,642 |
Common stock issuable pursuant to options outstanding and reserved under the Inducement Plan |  |  | 50,000 |
Total at June 30, 2023 |  |  | 2,708,506 |
Stock-based Compensation Expense and Valuation Information Stock-based awards include stock options and RSUs under the 2022 Plan, 2012 Plan, Inducement Plan, and rights to purchase stock under the ESPP. The Company calculates the grant date fair value of all stock-based awards in determining the stock-based compensation expense. Stock-based compensation expense for all stock-based awards consists of the following (in thousands):
|  | Three Months Ended |  |  | Three Months Ended |  |
|  | June 30, 2023 |  |  | June 30, 2022 |  |
Research and development |  | $ | 107 |  |  | $ | 121 |  |
General and administrative |  |  | 368 |  |  |  | 539 |  |
Total |  | $ | 475 |  |  | $ | 660 |  |
The total unrecognized compensation cost related to unvested stock option grants as of June 30, 2023 was approximately $2.3 million and the weighted average period over which these grants are expected to vest is 2.03 years. The total unrecognized compensation cost related to unvested RSUs as of June 30, 2023 was approximately $0.1 million, which will be recognized over a weighted average period of 1.19 years. The Company uses either the Black-Scholes or Monte Carlo option-pricing models to calculate the fair value of stock options, depending on the complexity of the equity grants. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The assumed dividend yield is based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption is based on U.S. Treasury rates. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The measurement and classification of share-based payments to non-employees is consistent with the measurement and classification of share-based payments to employees. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:
|  | Three Months Ended |  |  | Three Months Ended |  |
|  | June 30, 2023 |  |  | June 30, 2022 |  |
Dividend yield |  |  | — |  |  |  | — |  |
Volatility |  |  | 98.51 | % |  |  | 94.50 | % |
Risk-free interest rate |  |  | 3.95 | % |  |  | 2.97 | % |
Expected life of options |  | 6.00 years |  |  | 6.00 years |  |
Weighted average grant date fair value |  | $ | 1.45 |  |  | $ | 2.25 |  |
The fair value of each RSU and performance-based RSU is recognized as stock-based compensation expense over the vesting term of the award. The fair value is based on the closing stock price on the date of the grant. The Company uses the Black-Scholes valuation model to calculate the fair value of shares issued pursuant to the ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. The assumed dividend yield is based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption is based on U.S. Treasury rates. The expected life is the 6-month purchase period. There were no participants in the ESPP for the current purchase period (beginning March 1, 2023), nor any participants in the ESPP for the comparative period.

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 shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration