Note 11. Stockholders’ Equity

Equity Issuances

During the year ended June 30, 2020, the Company sold a total of 5,520,000 shares of its common stock at a price to the public of $6.25 per share for aggregate gross proceeds of $34.5 million before deducting the underwriting discount and offering expenses payable by the Company of approximately $2.3 million.

Additionally, on May, 8, 2020 the Company entered into an ATM Equity Offering^SM Sales Agreement with BofA Securities, Inc. and Piper & Sandler & Co. pursuant to which the Company may sell from time to time shares of its common stock having an aggregate offering price of up to $50,000,000 (the “ATM Program”). During the year ended June 30, 2020, the Company sold a total of 1,392,661 shares of its common stock at a price to the public of an average of $8.02 per share through the ATM Program for aggregate gross proceeds of approximately $11.2 million, before deducting compensation paid to the sales agents of approximately $0.2 million and other offering expenses of approximately $0.2 million. 

During the year ended June 30, 2019, the Company sold a total of 7,250,000 shares of its common stock at a price to the public of $4.25 per share for aggregate gross proceeds of $30.8 million before deducting the underwriting discount and offering expenses payable by the Company of approximately $2.1 million.

During the year ended June 30, 2019, the Company also issued 113,592 shares of its common stock to investors in the Company’s private placement that closed in May 2017. These issuances were made pursuant to the price-protection provisions granted to such investors in their subscription agreements.  

Equity incentive plans

On May 22, 2015, the Board of Directors adopted, and on the same date the stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan authorized the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants. Effective December 15, 2016, equity awards were granted under the Company’s 2016 Stock Incentive Plan (the “2016 Plan”), which was approved by the Company’s stockholders on the same date. Effective November 1, 2018, equity awards are granted under the Company’s 2018 Stock Incentive Plan (as amended, the “2018 Plan”), which was approved by the Company’s stockholders on the same date. The 2018 Plan initially reserved a total of 3,000,000 shares of common stock for issuance thereunder. On September 24, 2019, the Company’s stockholders approved an amendment to the 2018 Plan increasing the number of shares reserved for issuance thereunder to 6,000,000. As of June 30, 2020, 3,758,226 shares remained available for future grants under the 2018 Plan. No additional shares will be issued under the 2015 Plan or the 2016 Plan. The Company settles awards issued under all plans with newly issued common shares.

In addition, the number of shares of our common stock subject to the 2015 Plan, 2016 Plan and 2018 Plan, any number of shares subject to any numerical limit in the Plans, and the number of shares and terms of any incentive awards thereunder would be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

Options granted under the 2015 Plan, 2016 Plan and 2018 Plan vest as determined by the Company’s board of directors and expire over varying terms, but not more than ten years from the date of grant. In the case of an Incentive Stock Option that is granted to a 10% shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant.

The fair values of the Company’s options were estimated at the dates of grant using a Black-Scholes option pricing model with the following weighted average assumptions:

Expected term: The Company’s expected term is based on the period the options are expected to remain outstanding. The Company estimated this amount utilizing the “Simplified Method” in that the Company does not have sufficient historical experience to provide a reasonable basis to estimate an expected term.

Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant.

Volatility: The Company calculates the expected volatility of the stock price using the historical volatilities of the Company’s common stock traded on the Nasdaq Capital Market.

Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future.

The following is a summary of the option activity:

The total intrinsic value of options exercised during the fiscal years ended June 30, 2020 and June 30, 2019 was $104 thousand and $20 thousand, respectively.

As of June 30, 2020, the Company has $2.1 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of two years.

Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in thousands):

For the years ended June 30, 2020 and 2019, the Company recorded $6.7 million and $7.2 million, respectively, in stock-based compensation which is reflected in total operating expenses in the consolidated statements of operations as follows (in thousands):

Restricted Stock Units and Restricted Stock Awards

A summary of unvested restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) outstanding as of June 30, 2020 and changes during the year ended is as follows:

The weighted average grant date fair value per share for awards granted during the fiscal years ended June 30, 2020 and June 30, 2019 was $7.70 and $6.21, respectively. The total fair value of restricted awards that vested during the fiscal years ended June 30, 2020 and June 30, 2019 was $4.0 million and $4.9 million, respectively.

During the years ended June 30, 2020 and 2019, the Company recorded stock-based compensation expense of $4.7 million and $4.2 million, respectively related to the RSAs and RSUs that have been issued to date.

As of June 30, 2020, the Company had approximately $6.5 million in unrecognized stock-based compensation expense related to the unvested shares.

Performance Awards

In September 2018, the Company granted 119,500 performance-based restricted stock units (“PBRSU”) to employees with a grant date fair value per share of $8.30. The PBRSU awards contain performance and service conditions which must be satisfied for an employee to earn the award. The performance condition is based primarily on the achievement of certain performance objectives. Once earned, the PBRSU awards vest 100% on the first anniversary of the grant date. The Company recognizes compensation expense for PBRSU awards using a graded vesting model, based on the probability of the performance condition being met. During the year ended June 30, 2019, all 119,500 of the PBRSU awards were earned.

A summary of unvested PBRSU’s outstanding as of June 30, 2020 and changes during the year ended is as follows:

The weighted average grant date fair value per share for awards granted during the fiscal years ended June 30, 2020 and June 30, 2019 was $0.00 and $8.30, respectively. The total fair value of restricted awards that vested during the fiscal years ended June 30, 2020 and June 30, 2019 was $0.8 million and $0.1 million, respectively.

During the years ended June 30, 2020 and 2019, the Company recorded stock-based compensation expense of $0.18 million and $0.63 million, respectively related to the PBRSU awards that have been issued to date.

As of June 30, 2020, the Company had $0 in unrecognized stock-based compensation expense related to the unvested PBRSU awards.

Employee Stock Purchase Plan

Effective November 1, 2018, the Company adopted the Akoustis Technologies, Inc. Employee Stock Purchase Plan 2018 (the “ESPP”), which was approved by the stockholders on the same date, The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. All regular full-time employees of the Company (including officers) and all other employees who meet the eligibility requirements of the plan may participate in the ESPP. The ESPP provides eligible employees an opportunity to acquire the Company’s common stock at 85.0% of the lower of the closing price per share of the Company’s common stock on the first or last day of each six-month purchase period. At June 30, 2020, 0.42 million shares were available for future issuance under this plan. The Company makes no cash contributions to the ESPP but bears the expenses of its administration. The Company issued 0.06 million, and 0.02 million shares under the ESPP in fiscal years 2020 and 2019, respectively. The Company settles awards issued under the ESPP with newly issued common shares. 

For the years ended June 30, 2020 and 2019, the Company recorded $0.14 million and $0.04 million, respectively, in stock-based compensation related to grants of ESPP shares.