The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our stockholders on February 11, 2020. The 2020 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants.

Subject to the adjustment provisions of the 2020 Plan and the automatic annual increase described below, the maximum aggregate number of shares of our common stock that may be issued under the 2020 Plan is 5,050,000 shares of our common stock, which includes (i) 2,588,077 shares initially reserved for issuance, plus (ii) any shares of our common stock subject to issued and outstanding awards under the Transphorm Technology 2007 Stock Plan or the Transphorm Technology 2015 Equity Incentive Plan that, on or after February 12, 2020, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest, with the maximum number of shares to be added to the 2020 Plan pursuant to this clause (ii) equal to 2,461,923 shares.

Subject to the adjustment provisions of the 2020 Plan, the number of shares of common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning with our 2022 fiscal year and ending on (and including) our 2030 fiscal year, in an amount equal to the least of: (i) 5,000,000 shares of our common stock; (ii) five percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year; or (iii) such number of shares of our common stock as the administrator of the 2020 Plan may determine. On April 1, 2022, 2,668,965 shares were added to the 2020 Plan pursuant to such automatic annual increase provision.

As of September 30, 2022, there were 3,045,662 stock options outstanding, 1,027,754 restricted stock units outstanding and 5,254,790 shares available for grant under the 2020 Plan.


	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at July 1, 2022	2,864,970	$	4.87	5.77	$	113
Options granted	193,909	5.24
Options exercised	(9,061)	4.04
Options canceled	(4,156)	6.87
Outstanding at September 30, 2022	3,045,662	4.89		5.80	1,783
Exercisable at September 30, 2022	2,267,923	4.45		4.63	1,655

Outstanding at July 1, 2021	2,462,414	$	4.79	5.82	$	720
Options granted	55,000	4.50
Options exercised	—	—
Options canceled	(10,883)	6.47
Outstanding at September 30, 2021	2,506,531	4.77		5.67	590
Exercisable at September 30, 2021	2,224,110	4.64		5.19	569

(1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $5.03 and $4.52 as of September 30, 2022 and 2021, respectively) over the exercise price, multiplied by the number of options.


	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at April 1, 2022	2,879,008	$	4.88	6.02	$	6,747
Options granted	193,909	5.24
Options exercised	(13,422)	4.18
Options canceled	(13,833)	7.52
Outstanding at September 30, 2022	3,045,662	4.89		5.80	1,783
Exercisable at September 30, 2022	2,267,923	4.45		4.63	1,655

Outstanding at April 1, 2021	2,543,125	$	4.82	6.05	$	—
Options granted	55,000	4.50
Options exercised	(31,925)	4.21
Options canceled	(59,669)	6.78
Outstanding at September 30, 2021	2,506,531	4.77		5.67	590
Exercisable at September 30, 2021	2,224,110	4.64		5.19	569

Stock-based compensation expense is determined based on the fair value of the Company’s common stock as determined by the Board of Directors and assumptions such as volatility, expected term, risk-free interest rates, and other factors. Changes in the deemed fair value of the common stock, the underlying assumptions in the calculations, the number of options granted or the terms of such options, the expected forfeiture rate, the treatment of tax benefits and other changes may result in significant differences in the amounts or timing of the compensation expense recognized.


	Three and Six Months Ended September 30,
	2022	2021
Weighted average expected life (in years)	5.82	6.11
Risk-free interest rate	3.12% - 3.83%	1.08%
Expected volatility	42.49% - 46.65%	43.79%
Grant date fair market value	$5.24	$4.50
Grant date fair value	$2.37 - $3.01	$1.94
Dividend yield	—%	—%

RSUs are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator of the 2020 Plan. Subject to the provisions of the 2020 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria.

We granted 35,000 RSUs during the three months ended September 30, 2021, 25 percent of which are scheduled to vest after one year and the remainder are scheduled to vest each quarter for three years, in each case subject to the RSU holders’ continued status as a service provider to the Company through each vesting date. We granted 164,440 RSUs during the three months ended September 30, 2022, which are scheduled to vest within four years, in each case subject to the RSU holders’ continued status as a service provider to the Company through each vesting date.


	September 30, 2022
	Three Months Ended			Six Months Ended
	Number of Shares	Weighted-Average Grant Date Fair Value Per Share		Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Balance at beginning of period	938,925	$	4.82	954,775	$	4.61
Granted	164,440	5.24		164,440	5.24
Vested	(30,805)	4.40		(35,180)	4.31
Canceled	(44,806)	3.99		(56,281)	3.98
Balance at end of period	1,027,754	4.96		1,027,754	4.96


	September 30, 2021
	Three Months Ended			Six Months Ended
	Number of Shares	Weighted-Average Grant Date Fair Value Per Share		Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Balance at beginning of period	922,037	$	3.96	935,397	$	3.96
Granted	35,000	3.75		35,000	3.75
Vested	(2,000)	3.75		(3,000)	3.75
Canceled	(3,400)	3.93		(15,760)	3.98
Balance at end of period	951,637	3.96		951,637	3.96

The accompanying condensed consolidated statement of operations and comprehensive loss includes stock-based compensation expense for the periods presented as follows (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	53	$	39	$	92	$	66
Research and development	(46)		111		(45)		238
Sales and marketing	82		35		109		71
General and administrative	547		326		1,063		633
Total	$	636	$	511	$	1,219	$	1,008


	September 30, 2022			September 30, 2021
	Unrecognized Expense		Average Expected Recognition Period (in years)	Unrecognized Expense		Average Expected Recognition Period (in years)
Stock options	$	1,583	1.25	$	339	4.35
Restricted stock	2,274		1.54	1,831		1.50
Total	$	3,857	1.43	$	2,170	1.77