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5. EQUITY TRANSACTIONS

12 Months Ended

Mar. 31, 2020

Equity [Abstract]

EQUITY TRANSACTIONS

5. EQUITY TRANSACTIONS

ISSUANCES OF COMMON STOCK AND WARRANTS

Equity Transactions in the Fiscal Year Ended March 31, 2020.

December 2019 Public Offering

On December 13, 2019, we entered into an underwriting agreement with H.C. Wainwright and Co., or Wainwright, as representative of the several underwriters named therein, relating to the public offering, issuance and sale of 3,333,334 shares of common stock (which includes pre-funded warrants to purchase shares of common stock in lieu thereof), and common warrants to purchase up to an aggregate of 3,333,334 shares of common stock, at a public offering price of $1.50 per share and common warrant. Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with a common warrant to purchase one share of common stock. The common warrants have an exercise price of $1.50 per share, were immediately exercisable, and will expire five years from the date of issuance. The offering closed on December 17, 2019.

The gross proceeds of the December 2019 Public Offering were approximately $5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses and excluding the exercise of any common warrants and the underwriter's option to purchase additional securities. The net proceeds from the December 2019 Public Offering were $4,091,437.

Subsequent to the completion of the December 2019 Public Offering and prior to March 31, 2020, all of the holders of pre-funded warrants exercised their pre-funded warrants in full.

In the event of a Fundamental Transaction (a transfer of ownership of the Company as defined in the common warrants issued in the December 2019 Public Offering) within our control, the holders of the unexercised common stock warrants exercisable for $1.50 per share, are entitled to receive cash consideration equal to a Black-Scholes valuation, as defined in the warrant. If such Fundamental Transaction is not within our control, the warrant holders would only be entitled to receive the same form of consideration (and in the same proportion) as the holders of our common stock, hence these warrants are classified as a component of permanent equity.

January 2020 Registered Direct Offering and Private Placement

On January 16, 2020, we engaged Wainwright to act as our exclusive placement agent in connection with the private placement and a concurrent registered direct offering, or together, the Offering, of an aggregate of 1,885,378 shares of our common stock at a purchase price per share of $2.00, or the Shares, for aggregate gross proceeds to us of approximately $3.77 million, before deducting fees payable to Wainwright and other estimated offering expenses payable by us. We also entered into a securities purchase agreement, or the Purchase Agreement with certain institutional investors, or the Purchasers, pursuant to which we agreed to sell and issue to the Purchasers warrants, or the Purchase Warrants, to purchase up to an aggregate of 942,689 shares of our common stock, or the Purchase Warrant Shares. We agreed to pay Wainwright a cash fee of 6.0% of the aggregate gross proceeds in the Offering, excluding the proceeds, if any, from the exercise of the Purchase Warrants. We paid Wainwright an additional 1.0% of the aggregate gross proceeds in the Offering as a management fee and also paid Wainwright an additional $70,000 for certain expenses in connection with the Offering. In addition, Wainwright received placement agent warrants on substantially the same terms as the Purchase Warrants in an amount equal to 3.0% of the aggregate number of Shares sold in the offering, or 56,561 shares of Common Stock, at an exercise price of $2.50 per share and a term expiring on January 17, 2025, or the Placement Agent Warrants, and the shares of common stock issuable thereunder, or the Placement Agent Warrant Shares.

On January 22, 2020, the Company closed the Offering and issued the Purchase Warrants to the Purchasers. The Purchase Warrants are exercisable immediately at an exercise price of $2.75 per share and will expire five and one-half years from the issuance date.

The net proceeds from the January 2020 Registered Direct Offering and Private Placement were $3,364,878.

Common Stock Sales Agreement with H.C. Wainwright

On June 28, 2016, we entered into a Common Stock Sales Agreement, or the Agreement, with H.C. Wainwright & Co., LLC, or H.C. Wainwright, which established an at-the-market equity program pursuant to which we may offer and sell shares of our common stock from time to time as set forth in the Agreement. The Agreement provides for the sale of shares, or the Shares, of our common stock having an aggregate offering price of up to $12,500,000.

On March 30, 2020, we executed Amendment No. 2 to the Agreement with Wainwright, effective as of the same date. The amendment provides that references in the Agreement to the registration statement shall refer to the registration statement on Form S-3 (File No. 333-237269), originally filed with the SEC on March 19, 2020, declared effective by the SEC on March 30, 2020.

Subject to the terms and conditions set forth in the Agreement, H.C. Wainwright agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon our instructions. We have provided H.C. Wainwright with customary indemnification rights, and H.C. Wainwright is entitled to a commission at a fixed rate equal to three percent (3.0%) of the gross proceeds per Share sold. In addition, we agreed to pay certain expenses incurred by H.C. Wainwright in connection with the Agreement, including up to $50,000 of the fees and disbursements of their counsel. The Agreement will terminate upon the sale of all of the Shares under the Agreement, unless terminated earlier by either party as permitted under the Agreement.

Sales of the Shares, if any, under the Agreement will be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with H.C. Wainwright. We have no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Agreement or terminate the Agreement.

In the fiscal year ended March 31, 2020, we raised aggregate net proceeds of $896,031 (net of $27,896 in commissions to H.C. Wainwright and $5,929 in other offering expenses) under this Agreement through the sale of 161,149 shares at an average price of $5.56 per share of net proceeds.

Warrant Exercises

In fiscal year ended March 31, 2020, investors that participated in the December 2019 public offering exercised 2,700,000 warrants for aggregate cash proceeds to us of $3,807,162.

Restricted Stock Unit Grants to Non-Employee Directors

In 2012, as amended on August 9, 2016, our Board of Directors established the Non-Employee Directors Compensation Program, to provide for cash and equity compensation for persons serving as non-employee directors of the Company. Under this program, each new director receives either stock options or a grant of restricted stock unites, or RSUs, as well as an annual grant of RSUs at the beginning of each fiscal year. The RSUs are subject to vesting and represent the right to be issued on a future date shares of our common stock for upon vesting.

In April 2019, pursuant to the Non-Employee Directors Compensation Program, we issued RSUs with a value of $35,000, in accordance with the terms of the plan, to each of our non-employee directors, as the stock-based compensation element of their overall directors’ compensation, for the fiscal year ending March 31, 2020. Those grants were based on the closing price of our common stock on the grant date, or $14.25 per share, resulting in 2,456 RSUs being issued to each of our five non-employee directors, for a total of 12,280 RSUs. All of the RSUs were subject to vesting in equal quarterly installments on June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020.

During the fiscal year ended March 31, 2020, 12,280 vested RSUs held by our outside directors were exchanged into the same number of shares of our common stock. As four of our five independent directors elected to return 40% of their RSUs in exchange for cash in order to pay their withholding taxes on the share issuances, 3,926 of the RSUs were cancelled and we paid $11,230 in cash to those independent directors.

In addition, during the fiscal year ended March 31, 2020, 8,793 vested RSUs then held by our executive officers were exchanged into the same number of shares of our common stock. As our executives elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes on the share issuance, 4,657 of the RSUs were cancelled and we issued a net 4,136 shares to our executives.

There were no vested RSUs outstanding as of March 31, 2020.

Common Stock for Warrant Cancellation

During the fiscal year ended March 31, 2020, we agreed with seven accredited investors to issue an aggregate of 3,992 shares of our common stock to these investors in exchange for the cancellation of outstanding warrants then held by the investors to purchase an aggregate of 39,900 shares of our common stock. We measured the fair value of the shares issued and the fair value of the warrants exchanged for those shares and recorded a gain of $51,190 on those exchanges based on the changes in fair value between the instruments exchanged.

Equity Transactions in the Fiscal Year Ended March 31, 2019.

Common Stock Sales Agreement with H.C. Wainwright

On June 28, 2016, we entered into a Common Stock Sales Agreement, or the Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, which establishes an at-the-market equity program pursuant to which we may offer and sell shares of our common stock from time to time as set forth in the Agreement. The Agreement provides for the sale of shares of our common stock having an aggregate offering price of up to $12,500,000, or the Shares.

Subject to the terms and conditions set forth in the Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon our instructions. We have provided Wainwright with customary indemnification rights, and Wainwright will be entitled to a commission at a fixed rate equal to three percent (3.0%) of the gross proceeds per Share sold. In addition, we have agreed to pay certain expenses incurred by Wainwright in connection with the Agreement, including up to $50,000 of the fees and disbursements of their counsel. The Agreement will terminate upon the sale of all of the Shares under the Agreement unless terminated earlier by either party as permitted under the Agreement.

Sales of the Shares, if any, under the Agreement shall be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with Wainwright. We have no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Agreement or terminate the Agreement.

In the fiscal year ended March 31, 2019, we raised aggregate net proceeds of $1,048,371 (net of $32,471 in commissions to Wainwright and $5,447 in other offering expenses) under the Agreement through the sale of 51,548 shares at an average price of $20.34 per share of net proceeds.

Warrant Exercises

In the fiscal year ended March 31, 2019, investors that participated in our October 2017 public offering exercised 18,887 warrants for aggregate cash proceeds to us of $292,932.

Restricted Shares Issued for Services

During the fiscal year ended March 31, 2019, we issued 1,000 shares of restricted common stock at a price of $19.35 per share, the market price at time of issuance, in payment for investor relations consulting services. The aggregate value of this share issuance was $19,350.

Stock Option Issuances

During the fiscal year ended March 31, 2019, we issued an option to our new CEO under the Company’s 2010 Stock Incentive Plan to purchase 36,842 shares of our common stock at an exercise price of $18.75 per share, the closing price on the date of the option grant.

Restricted Stock Unit Grants to Non-Employee Directors

During the fiscal year ended March 31, 2019, 13,831 vested RSUs held by our executives were exchanged into the same number of shares of our common stock. As our executives elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes on the share issuance, 7,484 of the RSUs were cancelled and we issued a net 6,347 shares to our executives.

During the fiscal year ended March 31, 2019, 9,699 RSUs held by our outside directors were exchanged into the same number of shares of our common stock. As four of our five independent directors elected to return 40% of their RSUs in exchange for cash in order to pay their withholding taxes on the share issuances, 3,165 of the RSUs were cancelled and we paid $54,278 in cash to those independent directors.

WARRANTS:

During the fiscal year ended March 31, 2020, we issued 4,432,585 warrants in association with our December 2019 Public Offering and our January 2020 Registered Direct Financing and associated private placement (see Note 6). All of those warrants had a five year term and had exercise prices as follows:

Financing		Warrants Issued		Exercise Price
December 2019 Public Offering – Investors’ Warrants		3,333,334		$1.50
December 2019 Public Offering – Placement Agents’ Warrants		100,000		$1.875
January 2020 Registered Direct – Investors’ Warrants		942,689		$2.75
January 2020 Registered Direct – Placement Agents’ Warrants		56,562		$2.50

Based on the above assumptions, we valued the warrants issued during the fiscal year ended March 31, 2020 as follows:

	·	The 999,251 warrants issued in our January 2020 Registered Direct Financing were valued at $2,388,776 and we classified that fair value as equity.

	·	The 3,433,334 warrants issued in our December 2019 public offering were valued at $3,021,334 and we classified that fair value as equity.

We did not issue any warrants in the fiscal year ended March 31, 2019.

A summary of the aggregate warrant activity for the years ended March 31, 2020 and 2019 is presented below:

		Fiscal Year Ended March 31,
		2020								2019
		Warrants				Weighted Average Exercise Price				Warrants				Weighted Average Exercise Price
Outstanding, beginning of year			342,992			$	27.00				394,839			$	27.00
Granted			4,432,585				1.79				–			$	N/A
Adjustment for reverse split			73				N/A				--				N/A
Exercised			(2,700,000	)		$	1.50				(18,887	)		$	16.50
Cancelled/Forfeited			(54,282	)		$	91.23				(32,960	)		$	42.60
Outstanding, end of year			2,021,368			$	5.21				342,992			$	27.00
Exercisable, end of year			2,021,368			$	5.21				342,992			$	27.00
Weighted average estimated fair value of warrants granted						$	1.22								N/A

The following outlines the significant weighted average assumptions used to estimate the fair value of warrants granted in the fiscal year ended March 31, 2020 utilizing the Binomial Lattice option pricing model:

			Fiscal Year Ended
			March 31, 2020
Risk free interest rate			1.57% - 1.71%
Average expected life			5 years
Expected volatility			148.6% - 233.0%
Expected dividends			None

The expected volatility was based on the historic volatility. The expected life of options granted was based on the “simplified method” as described in the SEC’s guidance due to changes in the vesting terms and contractual life of current option grants compared to our historical grants.

The detail of the warrants outstanding and exercisable as of March 31, 2020 is as follows:

			Warrants Outstanding												Warrants Exercisable
Range of Exercise Prices			Number Outstanding				Weighted Average Remaining Life (Years)				Weighted Average Exercise Price				Number Outstanding				Weighted Average Exercise Price
$2.75 or Below			1,732,585				4.80			$	2.23				1,732,585			$	4.80
$16.50 - $59.25			249,985				2.07			$	23.24				249,985			$	2.07
$64.50 - $135.00			38,798				0.58			$	92.48				38,798			$	0.58
			2,021,368												2,021,368

STOCK-BASED COMPENSATION:

2010 STOCK INCENTIVE PLAN

In August 2010, we adopted the 2010 Stock Incentive Plan, to provide incentives to attract, retain and motivate employees, directors and consultants, whose present and potential contributions are important to our success, by offering them an opportunity to participate in our future performance through awards of options, the right to purchase common stock, stock bonuses and stock appreciation rights and other awards. We initially authorized a total of 4,667 common shares for issuance under the 2010 Stock Incentive Plan.

On January 26, 2016, our Board of Directors approved an amendment to the 2010 Stock Incentive Plan to increase the total number of shares of common stock authorized for issuance under the plan to 211,333 shares, subject to amendment of our Articles of Incorporation to increase our authorized common stock. On March 29, 2016, at which our stockholders approved the Amended 2010 Stock Incentive Plan and an amendment of our Articles of Incorporation to increase our authorized common stock to 30,000,000 shares. On March 31, 2016, we filed a Certificate of Amendment to our Articles of Incorporation to effect the increase in our authorized common stock. As a result of such amendment, the Amended 2010 Stock Incentive Plan became effective on March 31, 2016.

Effective October 14, 2019, we completed a 1-for-15 reverse stock split. Accordingly, 15 shares of outstanding common stock then held by stockholders were combined into one share of common stock. Any fractional shares resulting from the reverse split were rounded up to the next whole share. Authorized common stock remained at 30,000,000 shares.

At March 31, 2020, we had 119,343 shares available for issuance under this plan See Note 11 to cross reference April 2020 RSU issuance to independent directors.

2012 NON-EMPLOYEE DIRECTORS COMPENSATION PROGRAM

In July 2012, our Board of Directors approved a board compensation program that modified and superseded the Company’s 2005 Directors Compensation Program, or the Non-Employee Director Plan, which was previously in effect for our non-employee Directors. Under the Non-Employee Director Plan, an eligible director will receive initial and annual equity grants and cash compensation.

In June 2014 and August 2016, our Board of Directors approved further amendments to the Non-Employee Director Plan. Under this modified program, a new eligible director will receive an initial grant of $50,000 worth of RSUs or, at the discretion of our Board of Directors, options to acquire shares of common stock. RSUs granted under this provision will be valued based on the average of the closing prices of the common stock for the five trading days preceding and including the date of grant and will vest at a rate determined by our Board of Directors in its discretion, typically over one year, partially on the date of grant and in equal quarterly installments thereafter. Options granted under this plan will have an exercise price equal to the fair market value on the date of grant. Such options will have a term of ten years and will vest at a rate determined by our Board of Directors in its discretion.

In addition, under the Non-Employee Director Plan, at the beginning of each fiscal year, each existing director eligible to participate will receive a grant of $35,000 worth of RSUs or, at the discretion of our Board of Directors, options to acquire shares of common stock. RSUs granted under this provision will be valued based on the average of the closing prices of the common stock for the five trading days preceding and including the first day of the fiscal year (or preceding and including the date of grant, if such grant is not made on the first day of the fiscal year) and will vest at a rate determined by our Board of Directors in its discretion, typically in equal quarterly installments over one year. Options granted under this plan will have an exercise price equal to the Fair Market value on the date of grant. Such options will have a term of ten years and will vest at a rate determined by our Board of Directors in its discretion.

In lieu of per meeting fees, eligible directors receive an annual board retainer fee of $30,000. The Non-Employee Director Plan also provides for the following annual retainer fees: Audit Committee Chair - $5,000, Compensation Committee chair - $5,000, Nominating Committee chair - $5,000, Audit Committee member - $4,000, Compensation Committee member - $4,000, Nominating Committee member - $4,000 and lead independent director - $15,000.

The RSU grants and the changes to the Non-Employee Director Plan were approved and recommended by our Compensation Committee prior to approval by our Board of Directors.

Dr. Fisher additionally is compensated $90,000 per year for his services as Chairman of our Board, which our Board of Directors considers to be fees payable as a member of our Board of Directors or a Committee of our Board for purposes of Section 10A-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended. To the extent payment of such fees are construed to not be fees payable as a member of our Board of Directors or a Committee of our Board, then our Board of Directors considers that Dr. Fisher may act as a member of its Audit Committee under Nasdaq Rule 5605(c)(2)(B) as our Board of Directors has determined that it is in the best interests of our Company and its stockholders for Dr. Fisher to continue to serve on its Audit Committee. The Board has awarded compensation to non-employee directors in the past outside of the Non-Employee Director Plan.

In April 2019, pursuant to the Non-Employee Directors Compensation Program, we issued RSUs with a value of $35,000, in accordance with the terms of the plan, to each of our non-employee directors, as the stock-based compensation element of their overall directors’ compensation, for the fiscal year ending March 31, 2020. Those grants were based on the closing price of our common stock on the grant date, or $14.25 per share, resulting in 2,456 RSUs being issued to each of our five non-employee directors, for a total of 12,280 RSUs. All of the RSUs were subject to vesting in equal quarterly installments on June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020.

During the fiscal year ended March 31, 2020, 12,280 vested RSUs held by our outside directors were exchanged into the same number of shares of our common stock. As four of our five independent directors elected to return 40% of their RSUs in exchange for cash in order to pay their withholding taxes on the share issuances, 3,926 of the RSUs were cancelled and we paid $11,230 in cash to those independent directors.

In addition, during the fiscal year ended March 31, 2020, 8,793 vested RSUs then held by our executive officers were exchanged into the same number of shares of our common stock. As our executives elected to net settle a portion of their RSU’s in exchange for the Company paying the related withholding taxes on the share issuance, 4,657 of the RSUs were cancelled and we issued a net 4,136 shares to our executives.

There were no vested RSUs outstanding as of March 31, 2020.

STAND-ALONE GRANTS

From time to time our Board of Directors grants common stock or options to purchase common stock or warrants exercisable to common stock to selected directors, officers, employees and consultants as equity compensation to such persons on a stand-alone basis outside of any of our formal stock plans. The terms of these grants are individually negotiated.

STOCK OPTION ACTIVITY

During the fiscal year ended March 31, 2019, we issued an option to our new CEO to purchase 36,842 shares of common stock at a price of $18.75 per share, the closing price on the date of the option grant.

The following is a summary of the stock options outstanding at March 31, 2020 and 2019 and the changes during the years then ended:

		Fiscal Year Ended March 31,
		2020								2019
		Options				Weighted Average Exercise Price				Options				Weighted Average Exercise Price
Outstanding, beginning of year			59,111			$	56.85				27,670			$	145.05
Granted			--			$	N/A				36,842			$	18.75
Exercised			–				N/A				–				N/A
Cancelled/Forfeited			(7,987	)		$	138.75				(5,400	)		$	248.25
Outstanding, end of year			51,124			$	44.12				59,111			$	56.85
Exercisable, end of year			25,197			$	70.08				21,070			$	125.40
Weighted average estimated fair value of options granted						$	N/A							$	16.50

The detail of the options outstanding and exercisable as of March 31, 2020 is as follows:

					Options Outstanding												Options Exercisable
	Exercise Prices				Number Outstanding				Weighted Average Remaining Life (Years)				Weighted Average Exercise Price				Number Outstanding				Weighted Average Exercise Price
	$18.75 - $25.20				38,642				7.89 years			$	19.05				12,715			$	19.36
	$57.00 - $75.00				6,113				3.17 years			$	64.28				6,113			$	64.28
	$142.50 - $187.50				6,369				1.38 years			$	176.90				6,369			$	176.90
					51,124												25,197

We recorded stock-based compensation expense related to restricted stock unit issuances and to options granted totaling $843,998 and $1,319,001 for the fiscal years ended March 31, 2020 and 2019, respectively. These expenses were recorded as stock compensation included in payroll and related expenses in the accompanying consolidated statement of operations for the years ended March 31, 2019 and 2018.

Our total stock-based compensation for fiscal years ended March 31, 2020 and 2019 included the following:

		Fiscal Year Ended
		March 31, 2020				March 31, 2019
Vesting of restricted stock units		$	678,028			$	1,262,794
Vesting of stock options			165,970				56,207
Total Stock-Based Compensation		$	843,998			$	1,319,001

We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The cumulative effect of adjusting the forfeiture rate for all expense amortization is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2020 was insignificant.

As of March 31, 2020, we had $1,528,684 of remaining unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average remaining vesting period of 4.33 years.

On March 31, 2020, our stock options had a negative intrinsic value since the closing price on that date of $1.52 per share was below the weighted average exercise price of our stock options.