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Stockholders' Equity | 3 Months Ended
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Jun. 30, 2024
Equity [Abstract] |
Stockholders' Equity | Note 5. 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. The only persons eligible to receive grants under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. 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 accordingly effective October 12, 2022. As of June 30, 2024, there were 1,000 shares available for future grant 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 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 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 initially reserved for future issuance under the 2022 Plan was 1,236,738 shares of common stock. 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, share 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 three months ended June 30, 2024, the Company issued 1,352,600 shares of common stock in ATM offerings for net proceeds of approximately $1.7 million, all of which were sold pursuant to the 2024 Shelf. As of June 30, 2024, the Company has sold an aggregate of 1,389,002 shares of common stock in ATM offerings under the 2024 ATM Prospectus, with gross proceeds of approximately $1.8 million and net proceeds of approximately $1.8 million. As of June 30, 2024, there was approximately $100.0 million available for future offerings under the 2024 Shelf, and approximately $0.8 million available for future offerings through the Company’s ATM program under the 2024 ATM Prospectus. May 2024 Best Efforts Public Offering On May 8, 2024, the Company priced a best efforts public offering (the “Offering”) of: (i) 1,562,500 shares of its common stock and accompanying common warrants (“Common Warrants”) to purchase up to 1,562,500 shares of common stock at a combined public offering price of $0.80 per share and accompanying Common Warrant to purchase one share of common stock and (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase 5,000,000 shares of common stock and accompanying Common Warrants to purchase up to 5,000,000 shares of common stock at a combined public offering price of $0.799 per Pre-Funded Warrant and accompanying Common Warrant to purchase one share of common stock. In connection with the Offering, the Company entered into Securities Purchase Agreements with the purchasers of the securities in the Offering on May 8, 2024. The per share exercise price for the Pre-Funded Warrants is $0.001, subject to adjustment as provided therein. The Pre-Funded Warrants were immediately exercisable, subject to certain beneficial ownership limitations, and will expire when exercised in full. The holders may exercise the Pre-Funded Warrants by means of a “cashless exercise.” The per share exercise price for the Common Warrants is $0.80, subject to adjustment as provided therein. The Common Warrants were immediately exercisable, subject to certain beneficial ownership limitations, and will expire on the date that is five years following the original issuance date. If a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Common Warrants is not available for the issuance, then the holders may exercise the Common Warrants by means of a “cashless exercise.” In connection with the Offering, the Company paid JonesTrading Institutional Services LLC, which acted as the placement agent in connection with the Offering, a cash fee of 5.0% of the aggregate gross proceeds raised in the Offering. The closing of the Offering occurred on May 13, 2024. The Company received net proceeds of approximately $4.5 million from the Offering, after deducting the offering expenses payable by the Company, including the Placement Agent fees. Restricted Stock Units The following table summarizes the Company’s RSUs activity for the three months ended June 30, 2024:
|  | Number of Shares |  |  | Weighted Average Price |
Unvested at March 31, 2024 |  |  | 122,642 |  |  | $ | 1.75 |
Granted |  |  | — |  |  | $ | — |
Vested |  |  | (1,250 | ) |  | $ | 10.27 |
Cancelled / forfeited |  |  | — |  |  | $ | — |
Unvested at June 30, 2024 |  |  | 121,392 |  |  | $ | 1.66 |
Stock Options During the three months ended June 30, 2024, under the 2022 Plan, 144,227 stock options were granted at various exercise prices. The following table summarizes the Company’s stock option activity from March 31, 2024 to June 30, 2024:
|  | Options Outstanding |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value |
Outstanding at March 31, 2024 |  |  | 698,007 |  |  | $ | 4.26 |  |  | $ | — |
Options granted |  |  | 144,227 |  |  | $ | 0.99 |  |  | $ | — |
Options cancelled / forfeited |  |  | (6,912 | ) |  | $ | 3.30 |  |  | $ | — |
Options expired |  |  | — |  |  | $ | — |  |  | $ | — |
Outstanding at June 30, 2024 |  |  | 835,322 |  |  | $ | 3.70 |  |  | $ | — |
Vested and Exercisable at June 30, 2024 |  |  | 435,188 |  |  | $ | 5.40 |  |  | $ | — |
The weighted average remaining contractual term of stock options exercisable and outstanding at June 30, 2024 was approximately 7.11 years. Warrants In connection with the Offering described above, the Company issued Common Warrants to purchase up to 1,562,500 shares of common stock at a combined public offering price of $0.80 per share and accompanying Common Warrant to purchase one share of common stock and (ii) Pre-Funded Warrants to purchase 5,000,000 shares of common stock and accompanying Common Warrants to purchase up to 5,000,000 shares of common stock at a combined public offering price of $0.799 per Pre-Funded Warrant and accompanying Common Warrant to purchase one share of common stock. The Company has determined that these warrants should be classified as equity instruments since they do not require the Company to repurchase the underlying common stock and do not require the Company to issue a variable amount of common stock. In addition, these warrants are indexed to common stock and do not have any antidilution rights. The following table summarizes the Company’s Common Warrant activity from March 31, 2024 to June 30, 2024:
|  | Number of Warrants |  |  | Exercise Price |
Outstanding at March 31, 2024 |  |  | — |  |  | $ | — |
Issued |  |  | 6,562,500 |  |  | $ | 0.80 |
Exercised |  |  | — |  |  | $ | 0.80 |
Outstanding at June 30, 2024 |  |  | 6,562,500 |  |  | $ | 0.80 |
The following table summarizes the Company’s Pre-Funded Warrants activity from March 31, 2024 to June 30, 2024:
|  | Number of Warrants |  |  | Exercise Price |
Outstanding at March 31, 2024 |  |  | — |  |  | $ | — |
Issued |  |  | 5,000,000 |  |  | $ | 0.001 |
Exercised |  |  | (1,379,000 | ) |  | $ | 0.001 |
Outstanding at June 30, 2024 |  |  | 3,621,000 |  |  | $ | 0.001 |
Employee Stock Purchase Plan In July 2023, the Board adopted, and on October 31, 2023, the Company's stockholders subsequently approved, the 2023 Employee Stock Purchase Plan (the "2023 ESPP"). The 2023 ESPP became effective on October 31, 2023. 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 June 30, 2024:
Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan |  |  | 428,296 |
Common stock reserved under the 2012 Plan |  |  | — |
Common stock issuable pursuant to options outstanding and reserved under the 2022 Plan |  |  | 357,026 |
Common stock reserved under the 2022 Plan |  |  | 1,569,724 |
Common stock reserved under the 2023 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 |  |  | 3,750 |
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 |
Common stock issuable pursuant to outstanding pre-funded warrants |  |  | 3,621,000 |
Common stock issuable pursuant to outstanding common warrants |  |  | 6,562,500 |
Total at June 30, 2024 |  |  | 12,755,938 |
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 2023 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, 2024 |  |  | June 30, 2023 |  |
Research and development |  | $ | 26 |  |  | $ | 107 |  |
General and administrative |  |  | 130 |  |  |  | 368 |  |
Total |  | $ | 156 |  |  | $ | 475 |  |
The total unrecognized compensation cost related to unvested stock option grants as of June 30, 2024 was approximately $0.5 million and the weighted average period over which these grants are expected to vest is 2.38 years. The total unrecognized compensation cost related to unvested RSUs as of June 30, 2024 was $0.1 million, which will be recognized over a weighted average period of 0.49 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, 2024 |  |  | June 30, 2023 |
Dividend yield |  |  | — |  |  |  | — |
Volatility |  |  | 101.69 | % |  |  | 98.51 | %
Risk-free interest rate |  |  | 4.47 | % |  |  | 3.95 | %
Expected life of options |  | 6 years |  |  | 6 years |
Weighted average grant date fair value |  | $ | 0.80 |  |  | $ | 1.45 |
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 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:
|  | Three Months Ended |  |  | Three Months Ended |
|  | June 30, 2024 |  |  | June 30, 2023* |
Dividend yield |  |  | — |  |  |  | — |
Volatility |  |  | 95.20 | % |  |  | 0.00 | %
Risk-free interest rate |  |  | 5.27 | % |  |  | 0.00 | %
Expected term |  | 6 months |  |  |  | — |
Grant date fair value |  | $ | 0.39 |  |  | $ | — |
*There were no participants in the ESPP for the purchase period beginning March 1, 2023. 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.

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