Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Stockholders' Deficit

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Note 5 - Stockholders' Deficit
9 Months Ended
Mar. 31, 2018
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
NOTE
5
- STOCKHOLDERS’ DEFICIT
 
Private Placement
–201
8
 
In
March 2018,
our Board of Directors approved a private placement of up to
5,714,286
shares of our common stock to select accredited investors for a total amount of
$4,000,000,
or
$0.70
per share of common stock (“Offering”). As of
March 31, 2018,
285,714
shares of our common stock were sold to an accredited investor at
$0.70
per share for a total of
$200,000.
The securities in the Offering were offered and sold to accredited investors in reliance upon exemptions from registration pursuant to Section
4
(a)(
2
) of the Securities Act and Rule
506
promulgated thereunder. See Note
9.
 
Warrant Activity
 
Warrant detail for the
nine
months ended
March 31, 2018
is reflected below:
 
 
 
Number of
Warrants
 
 
Weighted
Average
Exercise
Price Per
Warrant
 
 
Remaining
Contract
Term (#
years)
 
Warrants outstanding and exercisable at June 30, 2017
 
 
2,342,590
 
 
$
1.97
 
 
0.12
-
1.55
 
Warrants issued
 
 
-
 
 
$
-
 
 
 
-
 
 
Warrants forfeited
 
 
(460,157
)
 
$
2.15
 
 
 
-
 
 
Warrants outstanding and exercisable at March 31, 2018
 
 
1,882,433
 
 
$
1.92
 
 
 
1.28
 
 
  
Stock-based Compensation
 
 
On
November 26, 2014,
our board of directors approved our
2014
Equity Incentive Plan (the
“2014
Plan”), which was approved by our shareholders on
February 17, 2015.
The
2014
Plan offers selected employees, directors, and consultants the opportunity to acquire our common stock, and serves to encourage such persons to remain employed by us and to attract new employees. The
2014
Plan allows for the award of stock and options, up to
10,000,000
shares of our common stock.
 
On
October 26, 2017,
we granted
1,880,000
incentive stock options (“ISO”) of the Company’s common stock, with an estimated grant-date fair value of
$769,000,
to
20
Company employees. The ISOs vest
25%
on the grant date and then
6%
per quarter for the following
twelve
quarters with all options expiring
ten
years from the date of grant. In addition, the Company issued
90,000
non-qualified stock options (“NQSO”) of the Company’s common stock, with an estimated grant-date fair value of
$37,000,
to
three
members of its Board of Directors. The NQSOs vest
12.5%
per quarter over a
two
-year period and expire
ten
years from the date of grant.
 
Activity in stock options during the
nine
months ended
March 31, 2018,
and related balances outstanding as of that date are reflected below:
 
   
Number of
Shares
   
Weighted
Average
Exercise Price
   
Weighted
Average
Remaining
Contract
Term (# years)
 
Outstanding at June 30, 2017
   
716,277
    $
1.10
     
 
 
Granted
   
1,970,000
     
0.46
     
 
 
Exercised
   
-
     
 
     
 
 
Forfeited and cancelled
   
(66,910
)
   
0.62
     
 
 
Outstanding at March 31, 2018
   
2,619,367
    $
0.61
     
8.60
 
Exercisable at March 31, 2018
   
1,228,654
    $
0.77
     
7.75
 
 
Activity in stock options during the
nine
months ended
March 31, 2017
and related balances outstanding as of that date are reflected below:
 
   
Number of
Shares
   
Weighted
Average
Exercise Price
   
Weighted
Average
Remaining
Contract
Term (# years)
 
Outstanding at June 30, 2016
   
900,402
    $
1.13
     
 
 
Granted
   
-
     
 
     
 
 
Exercised
   
-
     
 
     
 
 
Forfeited and cancelled
   
(184,125
)
  $
1.63
     
 
 
Outstanding at March 31, 2017
   
716,277
    $
1.01
     
7.17
 
Exercisable at March 31, 2017
   
562,435
    $
1.14
     
6.55
 
 
Stock-based compensation expense recognized in our condensed consolidated statements of operations for the
three
and
nine
months ended
March 31, 2018
and
2017,
includes compensation expense for stock-based options and awards granted based on the grant date fair value. For options and awards granted, expenses are amortized under the straight-line method over the expected vesting period. Stock-based compensation expense recognized in the condensed consolidated statements of operations has been reduced for estimated forfeitures of options that are subject to vesting. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
 
Our average stock price during the
nine
months ended
March 31, 2018
was
$0.48,
and as a result the intrinsic value of the exercisable options at
March 31, 2018
was
$4,000.
 
We allocated stock-based compensation expense included in the condensed consolidated statements of operations for employee option grants and non-employee option grants as follows:
 
   
For the Three Months Ended
March
31
   
For the
Nine
Months Ended
March
31,
 
                                 
   
201
8
   
201
7
   
201
8
   
201
7
 
Research and development
  $
16,000
    $
3,000
    $
80,000
    $
10,000
 
General and administration
   
29,000
     
7,000
     
129,000
     
20,000
 
Total stock-based compensation expense
  $
45,000
    $
10,000
    $
209,000
    $
30,000
 
 
The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of stock options was measured at the grant date using the assumptions (annualized percentages) in the table below:
 
Nine
months ended
March
31,
 
201
8
   
201
7
 
Expected volatility
   
100%
 
   
100%
 
Risk free interest rate
   
1.76%
 
   
1.31%
 
Forfeiture rate
   
23.0%
 
   
23.0%
 
Dividend yield
   
0%
 
   
0%
 
Expected term (years)
   
5
     
3
 
 
The remaining amount of unrecognized stock-based compensation expense at
March 31, 2018
relating to outstanding stock options, is approximately
$441,000,
which is expected to be recognized over the weighted average period of
2.60
years.
 
Advisory Agreement
 
Catalyst Global LLC.
Effective
April 1, 2017,
we entered into a renewal contract (the
“2017
Renewal”) with Catalyst Global LLC to provide investor relations services for
12
months in exchange for monthly fees of
$3,500
per month and
23,333
shares of restricted common stock per quarter. The initial tranche of
23,333
shares was valued at
$0.45
per share or
$10,500
when issued on
June 7, 2017,
the
second
tranche of
23,333
shares was valued at
$0.50
per share or
$11,667
when issued on
September 25, 2017,
the
third
tranche of
23,333
shares was valued at
$0.475
per share or
$11,083
when issued on
January 16, 2018,
the
fourth
tranche of
23,333
shares was valued at
$0.50
per share or
$11,667
when issued on
March 27, 2018.
The
2017
Renewal is cancelable upon
60
days written notice.  
   
 
Shenzhen Reach Investment Development Co. (“
SRID
”).
On
March 14, 2018,
we entered into a consulting agreement with SRID to assist us with identifying strategic partners, suppliers and manufacturers in China for a term of
12
months. Included with the services is a
two
-week trip to China to meet with potential manufacturers, which took place in
April 2018.
In consideration for the services, we agreed to issue to SRID, up to
174,672
shares of restricted common stock valued at approximately
$80,000
over the course of the
12
-month term. See Note
9.