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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Tabular Disclosure of Pay Versus Performance

The following table presents the pay versus performance information for our named executive officers. The amounts set forth in the table below under the headings "Compensation Actually Paid to PEO" and "Average Compensation Actually Paid to Non-PEO NEOs" have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term "compensation actually paid" is required by the SEC's rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by such individuals included in the table. Our Executive Chairman is our principal executive officer and is referred to as PEO in the headers of the following tables.

 

Fiscal Year

Summary Compensation Table Total for PEO(1)
($)

Compensation Actually Paid to PEO(2)

($)

Average Summary Compensation Table Total for Non-PEO NEOs(3)
($)

Average Compensation Actually Paid to Non-PEO NEOs(2)
($)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return ("TSR")(4)
($)

Net Loss (in thousands)(5)
($)

2023

621,448

368,248

390,863

301,185

22.72

(17,259)

2022

1,260,144

(24,883)

779,555

262,422

39.00

(11,448)

_____________

(1)
Represents the amounts of total compensation reported for Mr. Murphy (our Executive Chairman) for each corresponding year in the "Total" column of the Summary Compensation Table. Please refer to "Executive Compensation - Summary Compensation Table" for additional details.
(2)
Represents the amount of compensation actually paid as computed in accordance with Item 402(v) of Regulation S-K. Please refer to the table below for adjustments made to the total compensation for our PEO and average total compensation for our Non-PEO NEOs each year to determine the compensation actually paid:

 

 

PEO

 

Average of Non-PEO NEOs

 

2023

2022

2023

2022

Summary Compensation Table Total

$

621,448

$

1,260,144

$

390,863

$

779,555

Less: Grant Date Fair Value of Equity Awards as reported in Summary Compensation Table(a)

 

73,921

 

 

829,672

 

 

73,921

 

 

353,651

Adjusted fair value of equity awards

 

 

 

 

 

 

 

 

 

 

 

Fair value at year-end of awards granted during the year that are outstanding and unvested

 

60,894

 

 

492,234

 

 

60,894

 

 

188,923

Change in fair value at year-end of awards granted in prior years that are outstanding and unvested from prior year-end

 

(47,955)

 

 

(1,290,498)

 

 

(15,523)

 

 

(492,366)

Fair value at vesting date of equity awards granted during the year that vested during the year

 

7,691

 

 

62,791

 

 

7,691

 

 

17,260

Change in fair value at vesting date of equity awards granted in prior years that vested during the year from prior year-end

 

(199,909)

 

 

280,118

 

 

(68,819)

 

 

122,701

Compensation Actually Paid

$

368,248

$

(24,883)

 

$

301,185

$

262,422

_____________

(a)
Represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year.

 

(3)
Represents the average of the amounts reported for the NEOs as a group (excluding our PEO) in the "Total" column of the Summary Compensation Table for each applicable fiscal year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable fiscal year are Mr. Jurgensen and Dr. Miner. The “Total” column of the Summary Compensation Table for Fiscal
2023 does not include the amount of any annual cash bonus that may be awarded to Mr. Jurgensen and/or Dr. Miner as the Compensation Committee has not, as of the date of the filing of this proxy statement, yet determined the annual cash bonus amounts, if any, that will be awarded Mr. Jurgensen and/or Dr. Miner for Fiscal 2023. See above under “Executive Compensation – Components of Executive Compensation – Performance-Based Cash Incentive Awards” for a discussion of the target bonus amount for the named executive officers for Fiscal 2023. We expect the Compensation Committee to assess 2023 performance and determine the 2023 annual cash bonus awards, if any, for the named executive officers by September 2023.
(4)
TSR is determined based on the value of an initial fixed investment of $100 on March 31, 2021. Cumulative TSR is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's stock price at the end and the beginning of the measurement period by (ii) the Company's stock price at the beginning of the measurement period.
(5)
Represents the net loss attributable to the Company for each applicable fiscal year as reported in our audited financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the SEC on July 14, 2023.
  
Named Executive Officers, Footnote
(1)
Represents the amounts of total compensation reported for Mr. Murphy (our Executive Chairman) for each corresponding year in the "Total" column of the Summary Compensation Table. Please refer to "Executive Compensation - Summary Compensation Table" for additional details.
  
Peer Group Issuers, Footnote
(4)
TSR is determined based on the value of an initial fixed investment of $100 on March 31, 2021. Cumulative TSR is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's stock price at the end and the beginning of the measurement period by (ii) the Company's stock price at the beginning of the measurement period.
  
PEO Total Compensation Amount $ 621,448 $ 1,260,144
PEO Actually Paid Compensation Amount $ 368,248 (24,883)
Adjustment To PEO Compensation, Footnote Please refer to the table below for adjustments made to the total compensation for our PEO and average total compensation for our Non-PEO NEOs each year to determine the compensation actually paid:

 

 

PEO

 

Average of Non-PEO NEOs

 

2023

2022

2023

2022

Summary Compensation Table Total

$

621,448

$

1,260,144

$

390,863

$

779,555

Less: Grant Date Fair Value of Equity Awards as reported in Summary Compensation Table(a)

 

73,921

 

 

829,672

 

 

73,921

 

 

353,651

Adjusted fair value of equity awards

 

 

 

 

 

 

 

 

 

 

 

Fair value at year-end of awards granted during the year that are outstanding and unvested

 

60,894

 

 

492,234

 

 

60,894

 

 

188,923

Change in fair value at year-end of awards granted in prior years that are outstanding and unvested from prior year-end

 

(47,955)

 

 

(1,290,498)

 

 

(15,523)

 

 

(492,366)

Fair value at vesting date of equity awards granted during the year that vested during the year

 

7,691

 

 

62,791

 

 

7,691

 

 

17,260

Change in fair value at vesting date of equity awards granted in prior years that vested during the year from prior year-end

 

(199,909)

 

 

280,118

 

 

(68,819)

 

 

122,701

Compensation Actually Paid

$

368,248

$

(24,883)

 

$

301,185

$

262,422

_____________

(a)
Represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year.

 

(3)
Represents the average of the amounts reported for the NEOs as a group (excluding our PEO) in the "Total" column of the Summary Compensation Table for each applicable fiscal year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable fiscal year are Mr. Jurgensen and Dr. Miner. The “Total” column of the Summary Compensation Table for Fiscal
2023 does not include the amount of any annual cash bonus that may be awarded to Mr. Jurgensen and/or Dr. Miner as the Compensation Committee has not, as of the date of the filing of this proxy statement, yet determined the annual cash bonus amounts, if any, that will be awarded Mr. Jurgensen and/or Dr. Miner for Fiscal 2023. See above under “Executive Compensation – Components of Executive Compensation – Performance-Based Cash Incentive Awards” for a discussion of the target bonus amount for the named executive officers for Fiscal 2023. We expect the Compensation Committee to assess 2023 performance and determine the 2023 annual cash bonus awards, if any, for the named executive officers by September 2023.
(4)
TSR is determined based on the value of an initial fixed investment of $100 on March 31, 2021. Cumulative TSR is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's stock price at the end and the beginning of the measurement period by (ii) the Company's stock price at the beginning of the measurement period.
(5)
Represents the net loss attributable to the Company for each applicable fiscal year as reported in our audited financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the SEC on July 14, 2023.
  
Non-PEO NEO Average Total Compensation Amount $ 390,863 779,555
Non-PEO NEO Average Compensation Actually Paid Amount $ 301,185 262,422
Adjustment to Non-PEO NEO Compensation Footnote Please refer to the table below for adjustments made to the total compensation for our PEO and average total compensation for our Non-PEO NEOs each year to determine the compensation actually paid:

 

 

PEO

 

Average of Non-PEO NEOs

 

2023

2022

2023

2022

Summary Compensation Table Total

$

621,448

$

1,260,144

$

390,863

$

779,555

Less: Grant Date Fair Value of Equity Awards as reported in Summary Compensation Table(a)

 

73,921

 

 

829,672

 

 

73,921

 

 

353,651

Adjusted fair value of equity awards

 

 

 

 

 

 

 

 

 

 

 

Fair value at year-end of awards granted during the year that are outstanding and unvested

 

60,894

 

 

492,234

 

 

60,894

 

 

188,923

Change in fair value at year-end of awards granted in prior years that are outstanding and unvested from prior year-end

 

(47,955)

 

 

(1,290,498)

 

 

(15,523)

 

 

(492,366)

Fair value at vesting date of equity awards granted during the year that vested during the year

 

7,691

 

 

62,791

 

 

7,691

 

 

17,260

Change in fair value at vesting date of equity awards granted in prior years that vested during the year from prior year-end

 

(199,909)

 

 

280,118

 

 

(68,819)

 

 

122,701

Compensation Actually Paid

$

368,248

$

(24,883)

 

$

301,185

$

262,422

_____________

(a)
Represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns in the Summary Compensation Table for the applicable year.

 

(3)
Represents the average of the amounts reported for the NEOs as a group (excluding our PEO) in the "Total" column of the Summary Compensation Table for each applicable fiscal year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable fiscal year are Mr. Jurgensen and Dr. Miner. The “Total” column of the Summary Compensation Table for Fiscal
2023 does not include the amount of any annual cash bonus that may be awarded to Mr. Jurgensen and/or Dr. Miner as the Compensation Committee has not, as of the date of the filing of this proxy statement, yet determined the annual cash bonus amounts, if any, that will be awarded Mr. Jurgensen and/or Dr. Miner for Fiscal 2023. See above under “Executive Compensation – Components of Executive Compensation – Performance-Based Cash Incentive Awards” for a discussion of the target bonus amount for the named executive officers for Fiscal 2023. We expect the Compensation Committee to assess 2023 performance and determine the 2023 annual cash bonus awards, if any, for the named executive officers by September 2023.
(4)
TSR is determined based on the value of an initial fixed investment of $100 on March 31, 2021. Cumulative TSR is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's stock price at the end and the beginning of the measurement period by (ii) the Company's stock price at the beginning of the measurement period.
(5)
Represents the net loss attributable to the Company for each applicable fiscal year as reported in our audited financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the SEC on July 14, 2023.
  
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

The following graph sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs and the Company's cumulative TSR over the two most recently completed fiscal years.

 

img63723838_5.jpg 

  
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Loss

The graph below shows the relationship between the compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs and our net loss during the two most recently completed fiscal years.

 

img63723838_4.jpg 

 

We do not use net loss as a performance measurement in our executive compensation. As a pre-commercial stage company, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

  
Total Shareholder Return Amount $ 22.72 39
Net Income (Loss) $ (17,259,000) $ (11,448,000)
PEO Name Mr. Murphy Mr. Murphy
Measure:: 1    
Pay vs Performance Disclosure    
Non-GAAP Measure Description
(5)
Represents the net loss attributable to the Company for each applicable fiscal year as reported in our audited financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2023, as filed with the SEC on July 14, 2023.
  
PEO | Grant Date Fair Value of Equity Awards as Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 73,921 $ 829,672
PEO | Fair Value at Year-end of Awards Granted During the Year That Are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 60,894 492,234
PEO | Change in Fair Value at Year End of Awards Granted in Prior Years That Are Outstanding and Unvested From Prior Year End    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (47,955) (1,290,498)
PEO | Fair Value at Vesting Date of Equity Awards Granted During the Year That Vested During the Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 7,691 62,791
PEO | Change in Fair Value at Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year From Prior Year-end    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (199,909) 280,118
Non-PEO NEO | Grant Date Fair Value of Equity Awards as Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 73,921 353,651
Non-PEO NEO | Fair Value at Year-end of Awards Granted During the Year That Are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 60,894 188,923
Non-PEO NEO | Change in Fair Value at Year End of Awards Granted in Prior Years That Are Outstanding and Unvested From Prior Year End    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (15,523) (492,366)
Non-PEO NEO | Fair Value at Vesting Date of Equity Awards Granted During the Year That Vested During the Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 7,691 17,260
Non-PEO NEO | Change in Fair Value at Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year From Prior Year-end    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (68,819) $ 122,701