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Stockholders' Equity | 12 Months Ended
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Mar. 31, 2024
Equity [Abstract] |
Stockholders' Equity | Note 7. 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 present plans to issue shares of preferred stock. Common stock In January 2012, the Company's Board of Directors ("Board") approved the 2012 Amended and Restated Equity Incentive Plan ("2012 Plan"). The 2012 Plan initially authorized the issuance of up to 327,699 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, and the number of shares issuable pursuant thereto was increased several times to an aggregate of 2,327,699 shares. In March 2021, the 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. In February 2022, 50,000 incentive stock options were issued under the Inducement Plan. 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 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. 333-252224), declared effective by the SEC on January 29, 2021 (the “2021 Shelf”), which registered $150.0 million of common stock, preferred stock, warrants and units, or any combination of the foregoing, that expired on January 29, 2024. On January 26, 2024, the Company filed a new shelf registration statement on Form S-3 (File No. 333-276722) 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 "2024 Shelf"). The 2024 Shelf was declared effective by the SEC on February 8, 2024 and replaced the 2021 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 “2021 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 were issued pursuant to the 2021 Shelf until it was replaced by the 2024 Shelf. On January 26, 2024, the Company filed a prospectus to the 2024 Shelf (the "2024 ATM Prospectus"), 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 $2,605,728. Any shares offered and sold in these ATM transactions will be issued pursuant to the 2024 Shelf. During the year ended March 31, 2024, the Company issued 1,172,342 shares of common stock in ATM offerings, of which 1,135,940 shares were sold pursuant to the 2021 Shelf, and 36,402 shares were sold pursuant to the 2024 Shelf. As of March 31, 2024, the Company has sold an aggregate of 2,753,204 shares of common stock in ATM offerings under the 2021 ATM Prospectus Supplement and 2024 ATM Prospectus, with gross proceeds of approximately $23.2 million. As of March 31, 2024, there was approximately $100.0 million available for future offerings under the 2024 Shelf, and approximately $2.6 million available for future offerings through the Company’s ATM program under the 2024 ATM Prospectus. Restricted stock units The following table summarizes the Company’s RSUs activity for the year ended March 31, 2024:
|  | Number of Shares |  |  | Weighted Average Price |
Unvested at March 31, 2023 |  |  | 127,717 |  |  | $ | 2.22 |
Granted |  |  | 117,642 |  |  | $ | 1.39 |
Vested |  |  | (122,717 | ) |  | $ | 1.90 |
Cancelled / forfeited |  |  | — |  |  | $ | — |
Unvested at March 31, 2024 |  |  | 122,642 |  |  | $ | 1.75 |
Stock options During the year ended March 31, 2024, under the 2022 Plan, 184,158 stock options were granted at various exercise prices. On August 28, 2023, the Company's Executive Chairman voluntarily forfeited 462,500 outstanding stock options, of which 312,918 were unvested and therefore cancelled, and 149,582 were vested and therefore treated as expired. The forfeited stock option awards were not replaced by other awards or other compensation and there is no plan to replace the forfeited awards. Therefore, all previous unrecognized compensation expense associated with the forfeited awards, approximately $519,000, was recognized as a selling, general, and administrative expense on the date of forfeiture. The following table summarizes stock option activity for the year ended March 31, 2024:
|  | Options Outstanding |  |  | Weighted- Average Exercise Price |  |  | Aggregate Intrinsic Value |
Outstanding at March 31, 2023 |  |  | 1,451,217 |  |  | $ | 6.49 |  |  | $ | 38,327 |
Options granted |  |  | 184,158 |  |  | $ | 1.67 |  |  | $ | — |
Options canceled |  |  | (937,368 | ) |  | $ | 7.20 |  |  | $ | — |
Options exercised |  |  | — |  |  | $ | — |  |  | $ | — |
Outstanding at March 31, 2024 |  |  | 698,007 |  |  | $ | 4.26 |  |  | $ | — |
Vested and Exercisable at March 31, 2024 |  |  | 401,536 |  |  | $ | 5.61 |  |  | $ | — |
The weighted-average remaining contractual term of stock options exercisable and outstanding at March 31, 2024 was approximately 7.38 years. During the years ended March 31, 2024 and 2023, the Company issued zero shares of common stock upon exercise of stock options. Employee Stock Purchase Plan In June 2016, the Board, and subsequently in August 2016, the Company's stockholders approved, the 2016 ESPP. The Company reserved 75,000 shares of common stock for issuance thereunder. As of October 31, 2023, the 2016 ESPP was replaced by the 2023 ESPP (as defined below). In July 2023, the Board adopted, and subsequently on October 31, 2023, the Company's stockholders approved, the 2023 Employee Stock Purchase Plan (the “2023 ESPP”). The 2023 ESPP became effective on October 31, 2023 and replaced the 2016 ESPP on that date. The Company reserved 45,000 shares of common stock for issuance thereunder. The 2023 ESPP permits employees 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 2023 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 under the 2023 ESPP commenced on March 1, 2024. Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at March 31, 2024:
Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan |  |  | 431,416 |
Common stock reserved under the 2012 Plan |  |  | — |
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan |  |  | 216,591 |
Common stock reserved under the 2022 Plan |  |  | 1,641,250 |
Common stock reserved under the ESPP |  |  | 45,000 |
Common stock reserved under the 2021 Inducement Equity Plan |  |  | 1,000 |
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan |  |  | 5,000 |
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 March 31, 2024 |  |  | 2,507,899 |
Stock-based compensation expense and valuation information Stock-based awards include stock options and RSUs under the Company's 2022 Plan, 2012 Plan, inducement awards, performance-based RSUs under an Incentive Award Performance-Based Restricted Stock Unit Agreement, the Inducement Plan, and rights to purchase stock under the 2023 ESPP. Stock-based compensation expense for all stock-based awards consists of the following (in thousands):
|  | Year Ended March 31, 2024 |  |  | Year Ended March 31, 2023 |
Research and development |  | $ | 138 |  |  | $ | 473 |
General and administrative |  |  | 1,370 |  |  |  | 1,904 |
Total |  | $ | 1,508 |  |  | $ | 2,377 |
The total unrecognized compensation cost related to unvested stock option grants as of March 31, 2024 was approximately $485,000 and the weighted average period over which these grants are expected to vest is 2.17 years. The total unrecognized stock-based compensation cost related to unvested RSUs as of March 31, 2024 was approximately $151,000 which will be recognized over a weighted average period of 0.73 years. As of March 31, 2024, there was one participant enrolled into the 2023 ESPP for the current purchase period, beginning March 1, 2024. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:
|  | Year Ended March 31, 2024 |  |  | Year Ended March 31, 2023 |
Dividend yield |  |  | — |  |  |  | — |
Volatility |  |  | 99.04 | % |  |  | 95.53 | %
Risk-free interest rate |  |  | 4.11 | % |  |  | 3.32 | %
Expected life of options |  | 6 years |  |  | 6 years |
Weighted average grant date fair value |  | $ | 1.34 |  |  | $ | 1.83 |
The fair value of each 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 2016 ESPP and the 2023 ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions:
|  | Year Ended March 31, 2024 |  |  | Year Ended March 31, 2023 |
Dividend yield |  |  | — |  |  |  | — |
Volatility |  |  | 95.20 | % |  |  | 86.58 | %
Risk-free interest rate |  |  | 5.27 | % |  |  | 3.34 | %
Expected term |  | 6 months |  |  | 6 months |
Grant date fair value |  | $ | 0.39 |  |  | $ | 0.82 |
The assumed dividend yield was 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 was based on U.S. Treasury rates. The expected life is the 6-month purchase period.

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