Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
6 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stockholders' Equity

Note 10. Stockholders’ Equity

 

Equity issuances

 

During the quarter ended December 31, 2017, the Company sold a total of 2,640,819 shares of its common stock at the $5.50 per share for aggregate gross proceeds of $14.5 million before deducting commissions and expenses of approximately $1.2 million. The proceeds of the offering will be used to fund development and commercialization of the Company’s technology, capital expenditures and general corporate expenditures. In addition to the commissions and expenses paid, the Company issued to the placement agents warrants to purchase 154,177 shares of the Company’s common stock. The warrants represent a cost of the offering, have a grant date fair value of $645,757 and are shown as an offset on the consolidated statements of changes in stockholders’ equity.

 

The fair values of the warrants were estimated at the dates of grant using a binomial option pricing model with the following weighted average assumptions:

 

Expected term (years)     5.50  
Risk-free interest rate     2.12 %
Volatility     69 %
Dividend yield     0 %

 

During the quarter ended December 31, 2017, the Company also issued 542,450 shares of its common stock to investors in the Company’s private placement offering that closed in May 2017. These issuances were made pursuant to the price-protection provisions granted to such investors in their subscription agreements.

 

Stock incentive plans

 

During the six months ended December 31, 2017, the Company granted employees and directors options to purchase 1,006,859 shares of common stock. 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:

 

Exercise price     $6.24 – $7.12  
Expected term (years)     4.00 – 7.00  
Risk-free interest rate     1.72 – 2.10 %
Volatility     70 - 88 %
Dividend yield     0 %

 

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:

 

      Options    

Weighted 

Average

Exercise 

Price

 
Outstanding - June 30, 2017       160,000     $ 1.50  
Exercisable - June 30, 2017       80,000     $ 1.50  
Granted       1,006,859       6.74  
Exercised              
Forfeited/Cancelled              
Outstanding – December 31, 2017       1,166,859     $ 6.02  
Exercisable – December 31, 2017       80,000     $ 1.50  

 

As of December 31, 2017, the total intrinsic value of options outstanding and exercisable was $756,800 and $378,400, respectively. As of December 31, 2017, the Company has approximately $3.8 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of 2.94 years.

 

For the three months ended December 31, 2017 and 2016, the Company recorded $466,177 and $7,040, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations.

 

For the six months ended December 31, 2017 and 2016, the Company recorded $484,840 and $14,080, respectively, in stock-based compensation related to stock options, which is reflected in the condensed consolidated statements of operations.

 

Issuance of restricted shares - employees and consultants

 

Restricted stock awards are considered outstanding at the time of execution by the Company and the recipient of a restricted stock agreement, as the holders of such restricted stock award are entitled to dividend and voting rights. As of December 31, 2017, the number of shares granted for which the restrictions have not lapsed was 1,023,506 shares.

 

The Company recognizes the compensation expense for all share-based compensation granted based on the grant date fair value for directors and employees and the reporting period remeasured fair value for consultants. Share-based compensation expense is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The fair value of the award is recorded as share-based compensation expense over the respective restricted period. Any portion of the grant awarded to consultants, directors, employees, and other service providers as to which the repurchase option has not lapsed is accrued on the condensed consolidated balance sheet as a component of accounts payable and accrued expenses. As of December 31, 2017 and June 30, 2017, the accrued stock-based compensation was $678,116 and $399,157, respectively. The Company has the right to repurchase some or all of such shares in certain circumstances upon termination of the recipient’s service with the Company, for up to 60 months from the date of termination (“repurchase option”). The shares as to which the repurchase option has not lapsed are subject to forfeiture upon certain terminations of consulting and employment relationships.

 

In September 2015, the Company amended the original restricted stock award agreement for certain award recipients. Pursuant to the amendment, 75% of the shares as to which the repurchase option had not lapsed as of September 30, 2015 were released from the repurchase option on the third anniversary of the original effective date of the respective agreements. The remaining 25% of the shares will be released from the repurchase option on the fourth anniversary of the original effective date.

 

Unvested restricted stock awards granted under the Akoustis, Inc. 2014 Stock Plan (the “2014 Plan”) and the Akoustis Technologies, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) are subject to repurchase options upon certain terminations of the respective recipient’s service with the Company. Under the terms of the respective award agreements, repurchases will generally be made for no value or for par value. In connection with the resignations of two employees, the Company delivered notices to such employees in September 2017, notifying them that the Company would repurchase an aggregate 58,152 shares of restricted stock from them pursuant to the terms of their respective award agreements. The Company completed these repurchases during the second quarter of fiscal 2018.

 

The following is a summary of restricted stock units (“RSU’s”) and restricted stock awards (“RSA’s”):

 

Grant Date  

Shares 

Issued 

   

Fair  

Value (1) 

   

Shares  

Vested  

 
June 2014 (RSA)     307,876     $ 483,284       247,111  
July 2014 (RSA)     32,408       48,612       24,306  
August 2014 (RSA)     81,020       121,179       63,296  
September 2014 (RSA)     129,633       196,313       121,531  
March 2015 (RSA)     72,919       378,109       18,230  
October 2015 (RSA)     293,000       411,000       146,500  
November 2015 (RSA)     36,200       54,300       18,100  
December 2015 (RSA)     300,000       105,000       247,500  
January 2016 (RSA)     40,000       68,000       10,000  
March 2016 (RSA)     60,000             60,000  
June 2016 (RSA)     118,000       533,160       45,000  
August 2016 (RSA)     351,000       1,218,110       40,000  
January 2017 (RSA)     192,000       1,153,951       25,000  
February 2017 (RSA)     110,000       697,500        
March 2017 (RSA)     20,000              
September 2017 (RSA)     111,000       790,320        
September 2017 (RSU)     253,000       1,796,910        
October 2017 (RSU)     301,000       1,872,220        
November 2017 (RSU)     97,494       608,362        
December 2017 (RSU)     120,000       775,800        
                         
      3,026,550     $ 11,312,130       1,066,574  

 

(1) The fair value of the restricted stock awards as shown above is based on either the balance sheet date for consultants or grant date for employees.

 

In relation to the above restricted stock agreements for the three months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense for the shares that have vested of $931,894 and $1,536,602, respectively.

 

In relation to the above restricted stock agreements for the six months ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense for the shares that have vested of $1,450,226 and $2,233,782, respectively.

 

As of December 31, 2017, the Company had approximately $7.0 million in unrecognized stock-based compensation expense related to the unvested shares.