v3.26.3
SHARE-BASED COMPENSATION AND WARRANTS
12 Months Ended
Jun. 30, 2026
SHARE-BASED COMPENSATION AND WARRANTS  
SHARE-BASED COMPENSATION AND WARRANTS

NOTE 8 — SHARE-BASED COMPENSATION AND WARRANTS

Equity Incentive Plans

Presented below is a summary of the number of shares authorized, outstanding, and available for future grants under the Company’s equity incentive plans as of June 30, 2026:

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  ​ ​ ​

Number of Shares

Description

  ​ ​ ​

Authorized

  ​ ​ ​

Outstanding

  ​ ​ ​

Available

2015 Plan

 

14,000

​

14,000

 

—

2016 Plan

 

115,200

​

115,200

 

—

2019 Plan

 

200,000

 

200,000

 

—

2021 Plan

​

20,193,552

​

13,664,566

​

6,528,986

Inducement Awards

​

1,500,000

​

705,000

​

795,000

Total

 

22,022,752

 

14,698,766

(1)

7,323,986

(1)Consists of approximately 12.5 million shares outstanding under stock option agreements and 2.2 million shares under restricted stock units.

The Company currently has one active equity incentive plan approved by shareholders which is the 2021 Plan. On November 19, 2025, the Company’s shareholders approved an amendment to the 2021 Plan, increasing the authorized number of shares of common stock to 21,950,000 shares of common stock, before accounting for reductions due to exercises. The 2021 Plan terminates on March 31, 2030. Pursuant to the 2021 Plan, no awards may be granted under the three legacy equity incentive plans shown in the table above, but all outstanding awards previously granted under those plans shall remain outstanding and subject to the terms of the respective plans. Awards outstanding under these plans expire pursuant to their contractual provisions on various dates through 2036.

In addition, inducement awards are allowed for grants of options pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares are not authorized under any of the Company’s equity incentive plans. As of June 30, 2026, the Board of Directors has authorized a total of 1,500,000 shares for inducement awards. The Board of Directors has discretion to issue 795,000 shares for future inducement awards as of June 30, 2026.

2022 Employee Stock Purchase Plan

On June 16, 2022, the Company’s shareholders approved the adoption of the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP provides an opportunity for employees to purchase shares of the Company’s common stock through accumulated payroll deductions.

The 2022 ESPP permits consecutive offering periods that begin approximately every 6 months commencing on the first trading day on or after July 1 and terminating on the last trading day of the offering period ending on December 31 and commencing on the first trading day on or after January 1 and terminating on the last trading day of the offering period ending on June 30. The 2022 ESPP reserves 500,000 shares for purchases. There have been no offering periods under the 2022 ESPP through June 30, 2026.

Stock Options Outstanding

The following table summarizes the combined stock option activity under the Company’s equity incentive plans and inducement awards, for the fiscal years ended June 30, 2026 and 2025:

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​

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2026

​

2025

​

  ​ ​ ​

Shares

  ​ ​ ​

Price (1)

  ​ ​ ​

Term (2)

​

Shares

  ​ ​ ​

Price (1)

  ​ ​ ​

Term (2)

Outstanding, beginning of fiscal year

 

13,027,994

​

$

4.03

 

7.7

​

10,890,540

​

$

3.82

​

8.1

Granted

​

2,506,000

​

​

8.64

​

​

​

3,246,300

​

​

4.57

​

​

Exercised

​

(825,953)

(3)

​

2.18

​

​

​

(488,742)

(3)

​

2.85

​

​

Expired

​

(346,745)

​

​

4.86

​

​

​

(69,666)

​

​

12.17

​

​

Forfeited

​

(1,892,865)

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​

6.22

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​

(550,438)

​

​

3.08

​

​

Outstanding, end of fiscal year

 

12,468,431

(4)

 

4.73

 

6.9

​

13,027,994

(4)

 

4.03

 

7.7

Vested, end of fiscal year

 

9,145,633

(5)

 

4.37

 

6.2

​

7,127,835

(5)

 

4.48

 

6.9

(1)Represents the weighted average exercise price.
(2)Represents the weighted average remaining contractual term until the stock options expire.
(3)The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the year ended June 30, 2026 and 2025, was $2.5 million and $0.9 million, respectively.
(4)As of June 30, 2026 and 2025, the intrinsic value of outstanding stock options was approximately $19.4 million and $14.9 million, respectively.
(5)As of June 30, 2026 and 2025, the aggregate intrinsic value of vested stock options was approximately $16.1 million and $8.5 million, respectively.

For the fiscal year ended June 30, 2026, the aggregate fair value of stock options granted for approximately 2.5 million shares of common stock amounted to $15.7 million or approximately $6.26 per share as of the grant dates. For the fiscal

year ended June 30, 2025, the aggregate fair value of stock options granted for approximately 3.2 million shares of common stock amounted to $10.8 million or approximately $3.32 per share as of the grant dates. Unrecognized share-based compensation expense related to outstanding options was approximately $12.6 million as of June 30, 2026. This amount is expected to be recognized over a weighted average period of 2.2 years.

Fair value of stock options was computed using the BSM option-pricing model and will result in the recognition of compensation expense on a straight-line basis over the expected vesting period of the stock options. The determination of the fair value of share-based awards utilizing the BSM model is affected by the share price and a number of assumptions as of the grant date, including expected volatility, expected term, risk-free interest rate and expected dividends. The Company determined the expected volatility by using share price information of similar sized biotechnology entities who are in similar stages of clinical development and whose share prices are publicly available. Due to the lack of a meaningful history of exercise behavior of stock options, the expected term of the awards is determined by the simplified method that uses the midpoint between the vesting date and the end of the contractual term for each grant of stock options. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the awards. The dividend yield assumption is based on past practices and the expectation that no dividends will be paid in the future.

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The fair value of stock options was estimated on the dates of grant using the BSM option-pricing model, with the following weighted-average assumptions for the fiscal years ended June 30, 2026 and 2025:

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2026

​

2025

Market price of common stock on grant date

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$

8.64

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$

4.57

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Expected volatility

  ​ ​ ​

​

84

%

​

84

%

Risk free interest rate

 

​

3.8

%

​

4.2

%

Expected term (years)

 

​

5.9

​

​

5.9

​

Dividend yield

 

​

0

%

​

0

%

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Restricted Stock Units (“RSUs”)

The following table summarizes the RSU activity under the Company’s 2021 Plan, for the fiscal years ended June 30, 2026 and 2025:

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2026

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2025

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  ​ ​ ​

Shares

  ​ ​ ​

Price (1)

​

Shares

  ​ ​ ​

Price (1)

Unvested, beginning of fiscal year

 

1,056,500

​

$

4.55

​

—

​

$

—

Granted

​

1,915,000

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​

10.11

​

1,056,500

​

​

4.55

Vested

​

(360,165)

(2)

​

4.61

​

—

​

​

—

Forfeited

​

(381,000)

​

​

9.56

​

—

​

​

—

Unvested, end of fiscal year

 

2,230,335

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8.46

​

1,056,500

​

 

4.55

(1)Represents the weighted average fair value per share based on the closing market price of the Company’s common stock on the grant date of the respective RSUs.
(2)Based on the closing market price of the Company’s common stock on the respective vesting dates, the aggregate fair value for the RSUs that vested during the fiscal year ended June 30, 2026, amount to $1.2 million or approximately $3.24 per share.

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For the fiscal year ended June 30, 2026, the aggregate fair value of RSUs granted for approximately 1.9 million shares of common stock amounted to $19.4 million. Grants of RSUs vest over a period of one to four years after the grant dates. Fair value is based on the closing market price on the date of grant and will result in the recognition of compensation cost on a straight-line basis over the vesting period of the RSUs. Unrecognized share-based compensation expense related to

RSUs is approximately $14.5 million as of June 30, 2026. This amount is expected to be recognized over a weighted average period of 2.1 years.

Share-Based Compensation Expense

Share-based compensation expense is included under the following captions in the consolidated statements of operations for the fiscal years ended June 30, 2026 and 2025 (in thousands):

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2026

  ​ ​ ​

2025

Research and development

​

$

6,473

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$

3,502

General and administrative

​

 

7,987

​

 

3,619

Total

​

$

14,460

​

$

7,121

​

The aggregate unrecognized share-based compensation expense for stock options and RSUs as of June 30, 2026 was approximately $27.1 million. This amount is expected to be recognized over a remaining weighted average period of 2.1 years.

Inducement Grants

In connection with the appointment of the Company’s Chief Commercial Officer in August 2025 the Board of Directors approved the grant of stock options exercisable for the purchase of 275,000 shares of the Company’s common stock at an exercise price of $6.55 per share. These stock options qualify as inducement grants pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were not authorized under any of the Company’s stock option plans (“Inducement Awards”). The stock options are exercisable until August 2035 and vest for (i) one-fourth of the option shares on the one-year anniversary of the employee start date, and (ii) one thirty-sixth of the remaining option shares vest on the same day of each month thereafter until the stock options are 100% vested. The fair value of this Inducement Award of $1.3 million was computed using the Black-Scholes-Merton (“BSM”) option-pricing model.

Additionally, in connection with the hiring of four employees during the fiscal year ended June 30, 2026, the Company issued additional Inducement Awards, consisting of stock options exercisable for the purchase of an aggregate of 370,000 shares of the Company’s common stock. These stock options are exercisable for a ten-year term and vest for (i) one-fourth of the option shares on the one-year anniversary of each employee’s start date, and (ii) one thirty-sixth of the remaining option shares vest on the same day of each month thereafter until the stock options are 100% vested.

Pre-Funded Warrants

PFWs are outstanding for a total of 8.2 million and 16.4 million shares as of June 30, 2026 and 2025, respectively. Please refer to Note 7 for additional information about outstanding PFWs and Note 13 for treatment of PFWs in the calculation of earnings per share.

Legacy Warrants

In connection with an equity financing in October 2020, the Company issued warrants entitling the holders to purchase 820,001 shares of common stock. The warrants are exercisable at $19.50 per share for a period of seven years, may be exercised on a cash or cashless basis at the election of the holders, and the holders are entitled to share in any dividends or distributions payable to holders of common stock on an as-converted basis (the “Participating Warrants”). Additionally, the Company has issued warrants to purchase shares of common stock in conjunction with other debt and equity financings and for services. As of June 30, 2026 and 2025, all of the warrants were vested. The Participating Warrants and other warrants are collectively referred to as the “Legacy Warrants.”

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For the fiscal years ended June 30, 2026 and 2025, no Legacy Warrants were granted or exercised. The following table summarizes the activity related to the Legacy Warrants for the fiscal years ended June 30, 2026 and 2025:

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2026

​

2025

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  ​ ​

Shares

  ​ ​

Price (1)

  ​ ​

Term (2)

  ​ ​

Shares

  ​ ​

Price (1)

  ​ ​

Term (2)

Outstanding, beginning of fiscal year

 

850,442

  ​

$

19.90

 

2.3

 

860,562

  ​

$

20.28

 

3.2

Expirations

 

(660)

  ​

​

67.55

 

​

 

(10,120)

  ​

​

52.20

 

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Outstanding, end of fiscal year

 

849,782

  ​

 

19.86

 

1.3

 

850,442

  ​

 

19.90

 

2.3

(1)Represents the weighted average exercise price.
(2)Represents the weighted average remaining contractual term for the number of years until the warrants expire.