Stock-based awards include stock options and RSUs under the Amended and Restated 2012 Equity Incentive Plan (“2012 Plan”), inducement awads, performance-based RSUs under an Incentive Award Performance-Based Restricted Stock Unit Agreement, the 2021 Inducement Equity Incentive Plan (“Inducement Plan”), and rights to purchase stock under the 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):

	Year Ended March 31, 2021		Year Ended March 31, 2020
Research and development	$	105	$	111
General and administrative	$	5,451	$	3,997
Total	$	5,556	$	4,108

The total unrecognized compensation cost related to unvested stock option grants as of March 31, 2021 was approximately $4,300,000 and the weighted average period over which these grants are expected to vest is 2.86 years.

The total unrecognized stock-based compensation cost related to unvested RSUs (not including performance-based RSUs) as of March 31, 2021 was approximately $222,000, which will be recognized over a weighted average period of 3.75 years.

The total unrecognized stock-based compensation cost related to unvested performance-based RSUs as of March 31, 2021 was approximately $15,000, which will be recognized over a weighted average period of 0.25 years.

As of March 31, 2021, there are no participants enrolled into the ESPP for the current purchase period, beginning March 1, 2021.

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 fair value of stock options was estimated at the grant date using the following weighted average assumptions:

	Year Ended March 31, 2021			Year Ended March 31, 2020
Dividend yield		—			—
Volatility		107.88	%		84.36	%
Risk-free interest rate		0.61	%		1.53	%
Expected life of options	5.81 years			6.00 years
Weighted average grant date fair value	$	6.97		$	4.60

The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses its Company-specific historical volatility rate. The risk-free interest rate assumption was 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 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 Company’s 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 weighted average assumptions:

	Year Ended March 31, 2021*			Year Ended March 31, 2020
Dividend yield		—			—
Volatility		0.00	%		43.69	%
Risk-free interest rate		0.00	%		2.52	%
Expected term	6 months			6 months
Grant date fair value	$	—		$	5.80

*There were no participants in the ESPP for the purchase period September 1, 2020 – February 28, 2021 nor any participants in the ESPP for the current purchase period (beginning March 1, 2021).

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.

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.

In May of 2008, the Board approved the 2008 Equity Incentive Plan (the “2008 Plan”). The 2008 Plan authorized the issuance of up to 76,079 common shares for awards of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock award units, and stock appreciation rights. The 2008 Plan terminated on July 1, 2018. As of March 31, 2021, 44,812 shares under the 2008 Plan have been issued.

In January 2012, the Board approved the 2012 Plan. The 2012 Plan 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. The Board and stockholders of the Company approved an amendment to the 2012 Plan in August 2013 to increase the number of shares of common stock that may be issued under the 2012 Plan by 250,000 shares. In August 2015, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 300,000 shares. In July 2018, the Board and stockholders of the Company approved an amendment to the 2012 Plan to further increase the number of shares of common stock that may be issued under the 2012 Plan by 550,000 shares, bringing the aggregate shares issuable under the 2012 Plan to 1,427,699. The 2012 Plan as amended and restated became effective on July 26, 2018 and terminates ten years after such date. As of March 31, 2021, 63,759 shares remain available for issuance under the 2012 Plan.

On April 24, 2017, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) authorizing the issuance of 114,852 shares of the Company’s common stock, pursuant to the terms of an Inducement Award Stock Option Agreement and an Inducement Award Performance-Based Restricted Stock Unit Agreement (collectively, the “2017 Inducement Award Agreements”).

On August 14, 2018, the Company filed a Registration Statement on Form S-8 with the SEC authorizing the issuance of 56,770 shares of the Company’s common stock, pursuant to the terms of an Inducement Award Stock Option Agreement and an Inducement Award Restricted Stock Unit Agreement (collectively, the “2018 Inducement Award Agreements” and, together with the 2017 Inducement Award Agreements the “Inducement Award Agreements”).

In March 2021, the Board approved the 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 Company previously had an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus supplement previously declared effective by the SEC on February 22, 2018 (the “2018 Shelf”), which registered $100.0 million of common stock, preferred stock, warrants and units, or any combination of the foregoing, that was set to expire on February 22, 2021. On January 19, 2021, the Company filed a shelf registration statement on Form S-3 (File No 333-252224) and related prospectus supplement. The shelf registration statement was declared effective by the SEC on January 29, 2021 (the “2021 Shelf”). The 2021 Shelf registered $150.0 million of the Company’s common stock, preferred stock, debt securities, warrants and units, or any combination of the foregoing. The 2021 Shelf replaced the 2018 Shelf on January 29, 2021.

On March 16, 2018, the Company entered into a Sales Agreement (“2018 Sales Agreement”) with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”) and filed a prospectus supplement to the 2018 Shelf, pursuant to which the Company could offer and sell, from time to time through the Agents, shares of its common stock in at-the-market sales transactions having an aggregate offering price of up to $50.0 million. During the years ended March 31, 2021 and 2020, the Company issued 379,655 shares and 304,369 shares of common stock, respectively, for net proceeds of $3.0 million and $5.0 million in at-the-market offerings under the 2018 Sales Agreement pursuant to the 2018 Shelf. As of March 31, 2021, the Company has sold an aggregate of 1,265,614 shares of common stock in at-the-market offerings under the 2018 Sales Agreement pursuant to the 2018 Shelf, with gross proceeds of approximately $22.0 million.

On January 29, 2021, the Company filed a prospectus supplement to the 2021 Shelf, pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock in at-the-market sales transactions having an aggregate offering price of up to $50.0 million less at-the-market proceeds raised under the 2018 Shelf. Any shares offered and sold will be issued pursuant to the Company’s 2021 Shelf. During the year ended March 31, 2021, the Company issued 1,553,317 shares of common stock for net proceeds of $20.8 million in at-the-market offerings under the 2018 Sales Agreement pursuant to the 2021 Shelf. As of March 31, 2021, the Company has sold an aggregate of 1,553,317 shares of common stock in at-the-market offerings under the 2018 Sales Agreement pursuant to the 2021 Shelf, with gross proceeds of approximately $21.4 million. As of March 31, 2021, there was approximately $128.6 million available in future offerings under the 2021 Shelf, and approximately $28.0 million available for future offerings through the Company’s at-the-market program.

During the years ended March 31, 2021 and 2020, the Company issued 7,800 and 0 shares of common stock, respectively, upon exercise of stock options.

On June 25, 2019, the Company received a notice letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer met the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5450(a)(1). On December 26, 2019, the Company obtained an additional compliance period of 180 calendar days by electing to transfer to The Nasdaq Capital Market. On March 26, 2020, the Company obtained shareholder approval to effect a reverse stock split in a range from 20:1 to 40:1. On August 18, 2020, the Company effected the Reverse Stock Split of its common stock, and on September 2, 2020, the Company received notification from Nasdaq that it had regained compliance with the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5450(a)(1).

During the year ended March 31, 2021, the Company issued RSUs for an aggregate of 20,000 shares of common stock to its employees. These shares of common stock will be issued upon vesting of the RSUs.

The following table summarizes the Company’s RSUs (not including performance-based RSUs) activity for the year ended March 31, 2021:

	Number of Shares			Weighted Average Price
Unvested at March 31, 2020		24,031		$	38.93
Granted		20,000		$	10.27
Vested		(16,726	)	$	45.35
Cancelled / forfeited		(6,248	)	$	24.79
Unvested at March 31, 2021		21,057		$	10.79

On April 24, 2017, the Company issued a Performance-Based Restricted Stock Unit Award for 10,441 shares of common stock (the “PBRSU”) to its newly hired Chief Executive Officer (“CEO”). The PBRSU was issued outside of the 2012 Plan, pursuant to an Inducement Award Performance-Based Restricted Stock Unit Agreement, as an “inducement award” within the meaning of Nasdaq Marketplace Rule 5635(c)(4). While outside the Company’s 2012 Plan, the terms and conditions of this award are consistent with awards granted to the Company’s executive officers pursuant to the 2012 Plan. On August 23, 2017, the Board approved the vesting criteria for the PBRSU. The vesting of the PBRSU was divided into five separate tranches each with independent vesting criteria. The first four tranches had performance criteria related to annual revenue goals with measurement at the end of fiscal year 2019 (20 percent), fiscal year 2020 (20 percent), fiscal year 2021 (20 percent), and fiscal year 2022 (20 percent). The fifth tranche has a performance metric related to a path to profitability goal measured as Negative Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) achievable at any point between the grant date and the end of fiscal year 2020 (20 percent). The number of units that could ultimately vest for each tranche ranged from 0 percent to 120 percent of the target amount, not to exceed 10,441 in aggregate. On December 12, 2018, the Board approved an amendment to the vesting criteria for the PBRSU. As of March 31, 2020, 100% of the Negative Adjusted EBITDA tranche, or 2,088 shares, had vested and 418 units had been forfeited. Based on the amendment to the vesting criteria, the remaining 7,935 units eligible to vest upon future performance were divided into three separate but equal tranches with independent vesting criteria based on the achievement of certain regulatory milestones.

Based on the amended PBRSU vesting terms, a Type III modification, the modified grant date fair value of the PBRSUs is $165,000 of which one-third is being recognized over the expected service period of each tranche ending April 23, 2023. The Company began recording stock-based compensation expense for the initial performance tranches after the August 23, 2017 grant date when the initial financial performance goals were established and approved and has modified its recording of compensation expense in accordance with the amended performance tranches beginning on December 12, 2018. On September 15, 2020, vesting of all tranches accelerated due to a change in control.

On July 2, 2019, the Company issued Performance-Based Restricted Stock Unit Awards (the “PBRSU Retention Awards”) for an aggregate of 301,391 shares of common stock to its management team. The PBRSUs were issued pursuant to the 2012 Plan. The PBRSU Retention Awards were to vest in full upon the earlier of: (i) the Company’s engagement in a pre-IND meeting with the FDA, (ii) twenty-four months from the grant date, or (iii) a change in control. As of March 31, 2021, 111,682 shares were forfeited due to terminations, and vesting for 177,480 shares was accelerated due to a change in control. The remaining 12,229 shares are expected to vest twenty-four months from the grant date as these particular shares require two of the conditions to be met in order to vest.

The following table summarizes the Company’s performance-based restricted stock unit activity for the year ended March 31, 2021:

	Number of Shares			Weighted Average Price
Unvested at March 31, 2020		197,644		$	10.24
Granted		—		$	—
Vested		(185,415	)	$	10.27
Canceled / forfeited		—		$	—
Unvested at March 31, 2021		12,229		$	9.80

During the year ended March 31, 2021 under the 2012 Plan, 751,875 stock options were issued at various exercise prices.

On April 24, 2017, in connection with the appointment of a new CEO, the Company granted 104,410 stock options outside of the 2012 Plan. The Company intended for these to be “inducement awards” within the meaning of Nasdaq Marketplace Rule 5635(c)(4). While granted outside the Company’s 2012 Plan, the terms and conditions of this stock option award are consistent with awards granted to the Company’s executive officers pursuant to the 2012 Plan. On September 15, 2020, vesting of all these options accelerated due to a change in control. On August 14, 2018, in connection with the appointment of a new CMO, the Company allocated 48,734 stock options outside of the 2012 Plan. The Company intended for these to be “inducement awards” within the meaning of Nasdaq Marketplace Rule 5635(c)(4). While outside the Company’s 2012 Plan, the terms and conditions of these awards were consistent with awards granted to the Company’s executive officers pursuant to the 2012 Plan. These stock options were to vest over a four-year period, with a quarter of the option shares vesting on the one-year anniversary of the vesting commencement date and the remaining options shares vesting in equal quarterly installments over the next 12 quarterly periods. The CMO was terminated in August 2019 and all of the options were forfeited.

On March 8, 2021, the Company granted 120,000 and 25,000 stock options, respectively, to its Executive Chairman and its Chief Scientific Officer under the 2012 Plan. These stock options have unique vesting criteria based on market conditions, more specifically the Company’s stock price. As these market condition based stock options require significant estimates and assumptions to calculate their fair value, the Company engaged with valuation specialists to calculate the fair value and requisite service periods using Monte Carlo simulations. The stock options will be expensed over their determined requisite service periods.

The following table summarizes stock option activity for the year ended March 31, 2021:

	Options Outstanding			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at March 31, 2020		377,980		$	41.81	$	—
Options granted		751,875		$	8.48	$	—
Options canceled		(117,400	)	$	17.15	$	—
Options exercised		(7,800	)	$	5.32	$	—
Outstanding at March 31, 2021		1,004,655		$	20.03	$	856,400
Vested and Exercisable at March 31, 2021		363,700		$	40.11	$	58,340

The weighted-average remaining contractual term of stock options exercisable and outstanding at March 31, 2021 was approximately 1.18 years.

In June 2016, the Board, and in August 2016, its stockholders subsequently approved, the ESPP. The Company reserved 75,000 shares of common stock for issuance thereunder. The ESPP permits employees after five months of service 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 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 period commenced in September 2016. During the year ended March 31, 2021, no shares were issued under the ESPP. At March 31, 2021, there were 59,435 shares remaining available for the purchase under the ESPP.

Common stock reserved for future issuance consisted of the following at March 31, 2021:

Common stock issuable pursuant to options outstanding and reserved under the 2012 Plan			900,245
Common stock reserved under the 2012 Plan			63,759
Common stock reserved under the ESPP			59,435
Common stock reserved under the 2021 Inducement Equity Plan			750,000
Common stock issuable pursuant to restricted stock units outstanding under the 2012 Plan			21,057
Common stock issuable pursuant to performance-based restricted stock units outstanding under the 2012 Plan			12,229
Common stock issuable pursuant to options outstanding and reserved under the Incentive Award Agreements			104,410
Total at March 31, 2021			1,911,135