v3.25.2
Note 9 - Share-based Compensation
3 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

9.

SHARE-BASED COMPENSATION

 

The Company has share-based compensation plans, which are more fully described in Note 9 Share-Based Compensation, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 as filed with the SEC on June 20, 2025.

 

As of June 30, 2025, the Company had two equity-based compensation plans: the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2024 Independent Director Stock Option and Restricted Stock Grant Plan (the “2024 Directors Plan”). These plans allow the Company to award stock options, restricted stock units and shares of restricted common stock to eligible employees, certain outside consultants and independent directors. The Company has also issued stock options, which remain outstanding as of June 30, 2025, under the 2014 Independent Director Stock Option and Restricted Stock Grant Plan and Amendment (the “2014 Directors Plan”), an equity-based compensation plan which expired in accordance with its terms on August 22, 2024. This plan allowed the Company to award stock options and shares of restricted common stock to independent directors. 

 

The following table presents shares authorized, available for future grant and outstanding under each of the Company’s equity-based compensation plans:

 

  

As of June 30, 2025

 
  

Authorized

  

Available

  

Outstanding

 
             

2016 Plan

  1,300,000   92,484   816,343 

2024 Directors Plan

  800,000   604,126   195,874 

2014 Directors Plan

        12,000 

Total

  2,100,000   696,610   1,024,217 

 

Stock Options

 

All stock option grants made under the equity-based compensation plans were issued at exercise prices no less than the Company’s closing stock price on the date of grant. Options under the 2016 Plan, 2024 Directors Plan and 2014 Directors Plan were determined by the Board of Directors or the Compensation Committee of the Board of Directors in accordance with the provisions of the respective plans.  The terms of each option grant include vesting, exercise, and other conditions set forth in a Stock Option Agreement evidencing each grant. No option can have a life in excess of ten (10) years. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. The model requires various assumptions, including a risk-free interest rate, the expected term of the stock options, the expected stock price volatility over the expected term of the stock options, and the expected dividend yield. Compensation expense for employee stock options is recognized ratably over the vesting term. Compensation expense recognized for options issued under all Plans was $19,000 and $29,000 for the three months ended June 30, 2025 and 2024, respectively.

 

A summary of option activity under the Company’s stock plans for the three months ended June 30, 2025 is presented below: 

 

Option Activity

 

Shares

  

Weighted
Average
Exercise

Price

  

Weighted

Average
Remaining
Contractual
Term (in
years)

  

Aggregate
Intrinsic
Value

 

Outstanding as of April 1, 2025

  322,000  $2.20   6.7  $ 

Granted

  425,000  $0.35      $ 

Outstanding as of June 30, 2025

  747,000  $1.15   8.4  $23,225 

Exercisable as of June 30, 2025

  238,667  $2.70   5.6  $ 

Vested and expected to vest as of June 30, 2025

  625,682  $1.30   8.1  $16,865 

 

The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price optionees would have received if all options had been exercised on the last business day of the period indicated, based on the Company’s closing stock price of $0.33 and $0.35 as of June 30, 2025 and March 31, 2025, respectively.

 

A summary of the Company’s non-vested options for the three months ended June 30, 2025 is presented below:

 

Nonvested Options

 

Shares

  

Weighted
Average
Grant-Date
Fair Value

 

Nonvested at April 1, 2025

  100,000  $0.56 

Granted

  425,000  $0.20 

Vested

  (16,667) $1.94 

Nonvested at June 30, 2025

  508,333  $0.21 

 

The weighted average grant-date fair value of stock options granted during the three months ended June 30, 2025 was $83,000. As of June 30, 2025, total unrecognized stock-based compensation expense related to all unvested stock options was $99,000, which is expected to be expensed over a weighted average period of 2.7 years.

 

Restricted Stock Units (RSUs) 

 

RSUs are service-based awards granted to eligible employees under the 2016 Plan. RSUs represents a right to one share of the Company’s common stock upon vesting. The RSUs are not entitled to voting rights until vested and generally vest over a one-to-three-year period, subject to the employees’ continued employment with the Company on each vesting date. The fair value of RSUs is based on the closing price of the Company’s common stock on the date of the grant and is amortized to share-based compensation expense over the estimated life of the award, generally the vesting period. Compensation expense recognized for RSUs issued under the 2016 Plan was $30,000 and $19,000 for the three months ended June 30, 2025 and 2024, respectively.

 

The following table summarizes information related to awarded RSUs:

 

Nonvested Restricted Stock Units

 

Shares

  

Weighted
Average
Grant Price

 

Nonvested restricted stock units as of April 1, 2025

  17,638  $2.76 

Granted

  115,625  $0.40 

Vested

  (51,716) $0.42 

Forfeited

  (204) $0.63 

Nonvested restricted stock units as of June 30, 2025

  81,343  $0.89 

 

As of June 30, 2025, total unrecognized stock-based compensation expense related to unvested restricted stock units was $41,000, which is expected to be expensed over a weighted average period of 2.4 years.