Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION AND WARRANTS

v3.22.4
SHARE-BASED COMPENSATION AND WARRANTS
6 Months Ended
Dec. 31, 2022
SHARE-BASED COMPENSATION AND WARRANTS  
SHARE-BASED COMPENSATION AND WARRANTS

NOTE 7 — SHARE-BASED COMPENSATION AND WARRANTS

Stock Option Plans

Presented below is a summary of the number of shares authorized, outstanding, and available for future grants under each of the Company’s stock option plans as of December 31, 2022 (in thousands):

    

Plan Termination

    

Number of Shares

Description

    

Date

    

Authorized

    

Outstanding

    

Available

2015 Plan

 

February 2020

 

30

 

30

 

2016 Plan

 

October 2021

 

227

 

227

 

2019 Plan

 

July 2029

 

200

 

200

 

2021 Plan

March 2031

10,700

8,043

2,657

Total

 

  

 

11,157

 

8,500

 

2,657

2022 Employee Stock Purchase Plan

On June 16, 2022, the Company’s shareholders approved the adoption of the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP provides an opportunity for employees to purchase the Company’s common stock through accumulated payroll deductions.

The 2022 ESPP has consecutive offering periods that begin approximately every 6 months commencing on the first trading day on or after July 1 and terminating on the last trading day of the offering period ending on December 31 and commencing on the first trading day on or after January 1 and terminating on the last trading day of the offering period ending on June 30. The 2022 ESPP reserves 0.5 million shares for purchases. The first offering period concluded on December 31, 2022, and no purchases were made under the 2022 ESPP.

Stock Options Outstanding

The following table sets forth a summary of the activity under all of the Company’s stock option plans for the six months ended December 31, 2022 (shares in thousands):

    

Shares

    

Price (1)

    

Term (2)

Outstanding, June 30, 2022

 

8,506

$

5.24

9.7

Grants to employees

288

2.12

Forfeited

(294)

4.26

Outstanding, December 31, 2022

 

8,500

 

5.17

 

9.2

Vested, December 31, 2022

 

893

 

16.31

 

6.9

(1) Represents the weighted average exercise price.
(2) Represents the weighted average remaining contractual term for the number of years until the stock options expire.

For the six months ended December 31, 2022, the aggregate fair value of stock options granted for approximately 0.3 million shares of common stock amounted to $0.5 million or approximately $1.62 per share as of the grant dates. Fair value was computed using the Black-Scholes-Merton (“BSM”) option-pricing model and will result in the recognition of compensation cost ratably over the expected vesting period of the stock options.

For the six months ended December 31, 2022, the fair value of stock options was estimated on the date of grant, with the following weighted-average assumptions:

Market price of common stock on grant date

$

2.12

Expected volatility

    

91

%

Risk free interest rate

 

3.9

%

Expected term (years)

 

6.0

Dividend yield

 

0

%

Share-based compensation expense for the three and six months ended December 31, 2022 and 2021 is included under the following captions in the unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended

Six Months Ended

December 31, 

December 31, 

2022

    

2021

2022

    

2021

Research and development

$

730

$

378

$

1,600

$

687

General and administrative

 

1,001

 

631

 

2,010

 

1,164

Total

$

1,731

$

1,009

$

3,610

$

1,851

Unrecognized share-based compensation expense is approximately $20.2 million as of December 31, 2022. This amount is expected to be recognized over a weighted average period of 3.3 years.

Warrants

In connection with an underwritten offering in October 2021, the Company issued 1,661,461 pre-funded warrants (“PFWs”) to purchase 1,661,461 shares of common stock at an issuance price of $6.49 per warrant for gross proceeds of $10.8 million (the “2021 PFWs”). The 2021 PFWs may be exercised at any time by paying the exercise price of $0.01 per share, subject to certain ownership restrictions.

In connection with a registered direct offering in May 2022, the Company issued 1,973,684 Class A PFWs and 10,947,371 Class B PFWs to purchase an aggregate of 12,921,055 shares of common stock at an issuance price of $3.799 per warrant (collectively, the “2022 PFWs”).  As of December 31, 2022, all of the 2022 PFWs may be exercised at any time by paying the exercise price of $0.001 per share, subject to certain ownership restrictions.

In addition, the Company has issued warrants in conjunction with various debt and equity financings and for services. As of December 30, 2022, all of the warrants were vested.

For the six months ended December 31, 2022, no warrants were granted or exercised. Excluding the 2021 PFWs and the 2022 PFWs discussed above, the following table sets forth a summary of all other warrants for the six months ended December 31, 2022 (shares in thousands):

    

Shares

    

Price (1)

    

Term (2)

Outstanding, June 30, 2022

 

1,150

  

$

22.83

 

4.2

Warrants granted

 

 

 

  

Warrant expirations

 

(5)

  

 

77.85

 

  

Outstanding, December 31, 2022

 

1,145

  

 

22.60

 

3.7

(1) Represents the weighted average exercise price.
(2) Represents the weighted average remaining contractual term for the number of years until the warrants expire.