Stock-based Payments

Stock-based compensation in the amount of $2.7 million and $2.6 million was recognized for years ended April 30, 2017 and 2016, respectively. Included in 2017 stock-based compensation expense under “general and administrative” line item is the option modification charge of $612,534. Stock-based compensation costs were recorded as follows (in thousands):



	Year Ended April 30,
	2017		2016
General and administrative	$	2,193	$	2,035
Sales and marketing	201		198
Research and development	216		308
TOS cost of sales	50		31
POS cost of sales	2		27

Total stock-based compensation expense	$	2,662	$	2,599

2010 Equity Incentive Plan

On February 18, 2011, shareholders owning a majority of the issued and outstanding shares of the Company executed a written consent approving the 2010 Equity Incentive Plan (“2010 Equity Plan”). The purpose of the 2010 Equity Plan is to grant (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights (collectively, stock-based compensation) to its employees, directors and non-employees. Total stock awards under the 2010 Equity Plan shall not exceed 30,000,000 shares of common stock. Options and Stock Appreciation Rights expire no later than ten years from the date of grant and the awards vest as determined by the Board of Directors. Options and Stock Appreciation Rights have a strike price not less than 100% of the fair market value of the common stock subject to the option or right at the date of grant.

2008 Equity Incentive Plan

The Company has previously granted (i) Non-statutory Stock Options; (ii) Restricted Stock Awards; and (iii) Stock Appreciation Rights (collectively, stock-based compensation) to its employees, directors and non-employees under a 2008 Equity Incentive Plan (the “2008 Equity Plan”). Such awards may be granted by the Company’s Board of Directors. Options granted under the 2008 Equity Plan expire no later than ten years from the date of grant and the awards vest as determined by the Board of Directors.

For stock-based payments to non-employee consultants under both the 2010 and 2008 Equity Incentive Plan, the fair value of the stock-based consideration issued is used to measure the transaction, as management believes this to be a more reliable measure of fair value than the services received. The fair value of the award is expensed over the period service is provided to the Company; however, it is ultimately measured at the price of the Company’s common stock or the fair value of stock options using the Black-Scholes valuation model on the date that the commitment for performance by the non-employee consultant has been reached or performance is complete, which is generally the vesting date of the award.

Director Compensation Plan

On December 12, 2013, the Compensation Committee of the Board of Directors of the Company adopted changes to the Director Compensation Plan of 2010 (the “Director Plan”) effective December 1, 2013. Under the Director Plan, independent directors of the Company are entitled to an annual award of a five-year option to purchase 8,333 shares of the Company’s common stock, and the Chairman of the Board of the Company is entitled to an annual award of a five years option to purchase 16,667 shares of the Company’s common stock. Independent directors who serve as chairperson of a committee will also receive an annual grant of a five-year option to purchase 1,667 shares of the Company’s common stock. All options issued under the Director Plan vest quarterly at a rate of 25%. Option grants will typically be issued after the annual shareholder meeting which will generally be held in October of each year. New directors will receive a grant upon joining the Board equal to the pro-rata annual grant for the remainder of the year. Options issued under the Director Plan are issued pursuant to the 2010 Equity Plan.

Stock Option Grants

Black-Scholes assumptions used to calculate the fair value of options granted during the years ended April 30, 2017 and 2016 were as follows:



	Year Ended April 30,
	2017	2016
Expected term in years	3 - 6	2.5 - 6.0
Risk-free interest rates	0.6% - 1.9%	0.6% - 1.8%
Volatility	72% - 88%	83% - 93%
Dividend yield	—%	—%

The weighted average fair value of stock options granted during the years ending April 30, 2017 and 2016, was $1.71 and $3.54, respectively. The Company’s stock options activity and related information as of and for the years ended April 30, 2017 and 2016 is as follows:



	Non- Employees		Directors and Employees		Total		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2016	51,250		2,161,507		2,212,757		$	5.58	6.1	$	10,000
Granted	—		2,420,681		2,420,681		1.99
Exercised	—		—		—		—
Canceled	—		(1,793,779	)	(1,793,779	)	4.92
Forfeited	—		(421,487	)	(421,487	)	2.03
Expired	(1,250	)	(108,218	)	(109,468	)	7.86

Outstanding, April 30, 2017	50,000		2,258,704		2,308,704		2.86		6.1	$	1,282,000

Vested and expected to vest as of April 30, 2017	50,000		2,258,704		2,308,704				6.1	$	1,282,000

Vested as of April 30, 2017	33,336		2,028,469		2,061,805		2.93		5.9	$	1,101,000



	Non- Employees		Directors and Employees		Total		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2015	57,917		1,946,085		2,004,002		$	5.74	6.7	$	4,166,000
Granted	—		343,749		343,749		5.33
Exercised	—		—		—		—
Canceled	—		—		—		—
Forfeited	—		(42,515	)	(42,515	)	6.90
Expired	(6,667	)	(85,812	)	(92,479	)	6.97

Outstanding, April 30, 2016	51,250		2,161,507		2,212,757		5.58		6.1	$	10,000

Vested and expected to vest as of April 30, 2016	51,250		2,161,507		2,212,757				6.1	$	10,000

Vested as of April 30, 2016	34,271		1,703,035		1,737,306		5.71		5.6	$	9,000

Included in the forfeited balance in the fiscal 2017 table above are 203,043 options (which vest based on performance criteria) granted to each of the Company's Chief Executive Officer and its President as of November 5, 2013 as part of their employment agreements. Performance-based options are expensed on an accelerated basis once the Company determines it is probable that the performance-based conditions will be met. It was determined the performance conditions will not be set and as such the 203,043 options have been forfeited. Additionally, included in the forfeited balance in the table above are 209,383 options which were granted to the previous Chief Executive Officer as part of his yearly compensation beginning in November 2016. The Chief Executive Officer has transitioned to Chairman of the Board of Directors as of January 31, 2017.

On April 24, 2017, the Board of Directors extended the expiration terms of the previous Chief Executive Officer's vested grants to its contractual life. As a result of this modification, the Company had an additional stock option expense of $612,534 which was expensed under the "General and Administrative" line item on the income statement.

On July 21, 2016, the Company and certain members of its senior management team agreed to exchange existing options to purchase shares of the Company's common stock with new options. The new options have a lower exercise price for fewer shares and have the same vesting schedules and the same termination expiration dates as the existing options. The Company used the Black Scholes valuation method to determine if the modification created additional stock option expense. As a result of the option exchange, an aggregate of 1,793,781 existing options with exercise prices ranging from $4.55 to $6.96 per share were exchanged for an aggregate of 1,568,191 new options with exercise prices of $2.10 per share. Due to the modification the Company had an additional stock option expense of $414,756 of which $39,920 related to the performance awards that have been forfeited as noted above, $373,069 of which was recognized during the current fiscal year and $1,767 of which will be recognized over the next year as the options continue to vest.

Stock Purchase Warrants

As of April 30, 2017, the Company had warrants outstanding for the purchase of 2,004,284 shares of its common stock, all of which were exercisable. Of these warrants, 1,849,285 were issued in connection with the March 2015 Private Placement. Activity related to these warrants, which expire at various dates through January 2019, is summarized as follows:



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2016	2,109,840		$	5.54	3.6	$	—
Granted	—		—		—	—
Exercised	—		—		—	—
Forfeited	—		—		—	—
Expired	(105,556	)	4.80		—	—

Outstanding, April 30, 2017	2,004,284		$	5.57	2.8	$	—



	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, May 1, 2015	2,109,840	$	5.54	4.6	$	3,248
Granted	—	—		0	—
Exercised	—	—		—	—
Forfeited	—	—		—	—
Expired	—	—		—	—

Outstanding, April 30, 2016	2,109,840	$	5.54	3.6	$	—