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Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.22.2
Stockholders' Equity
 12 Months Ended
Apr. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity Stockholders’ EquityAGI maintains two stock-based incentive plans: the 2012 Equity Incentive Plan (the “2012 Plan”) and 2018 Equity Incentive Plan (the “2018 Plan”) that provide for the grant of shares in the form of incentive stock options, non-qualified stock options, restricted shares, stock appreciation rights and RSUs to employees, consultants, officers and directors. The 2012 Plan expired March 15, 2022 and remains in effect for outstanding grants only, and is no longer available for new grants. On March 8, 2022 we transferred the 129,009 unused shares under the 2012 Plan to the 2018 Plan.
As of April 30, 2022 there were 812,763 shares remaining available for future issuance under the 2018 Plan. As of April 30, 2021 there were 549,739 shares remaining available for future issuance under the 2012 and the 2018 Plans.

On December 22, 2021, the Company held its Annual Meeting of Shareholders at which the shareholders voted to amend the 2018 Plan to increase the number of shares of common stock available for issuance under the 2018 Plan from 1,600,000 to 2,350,000 shares.

On July 6, 2022, the Company amended its Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock the Company is authorized to issue from 40,000,000 to 60,000,000 authorized shares. The stockholders of the Company had previously approved the amendment at a special meeting of the Company's stockholders held on July 6, 2022.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As of April30, 2022 and April30, 2021, we had no shares of preferred stock issued and outstanding.

Common Stock

At April30, 2022 and 2021, the Company was authorized to issue 60,000,000 and 40,000,000 shares of common stock, respectively.
On August 31, 2020, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Canaccord Genuity LLC (“Canaccord”), pursuant to which the Company may issue and sell from time to time, through Canaccord, up to $12,309,750 of shares of the Company’s common stock (the “Shares”). The Shares were offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission on August 31, 2020. The purpose of this Agreement was, among other things, to allow the Company to sell common stock that has been surrendered from executive officers and directors related to vesting of RSUs and exercise of stock options as well as to receive the funds the Company would otherwise have received if the stock options exercised under the net share program were exercised for cash. During the fiscal year 2021, the Company sold 449,632 shares under the Agreement. On February 8, 2021, the Company provided written notice to Canaccord Genuity of its election to terminate the Equity Distribution Agreement. This action terminates the Company’s at-the-market offering facility effective February 18, 2021.

Under the Agreement, the Company paid Canaccord 3% of the gross proceeds from the sales of the Shares sold under the Agreement. The Company also reimbursed Canaccord for certain specified expenses, including the fees and disbursements of its legal counsel, in the amount of $50,000. Total expenses for the offering, excluding compensation and reimbursement payable to Canaccord under the terms of the Agreement, were approximately $50,000, which is included in general and administrative expense in the consolidated statement of operations.
During the years ended April 30, 2022 and 2021, the Company issued 58,419 and 1,389,463 shares of common stock upon the exercise of stock options for cash and received proceeds $191,034 of $2,669,247, respectively. As of April 30, 2022 and April 30, 2021, 0 and 155,486 shares of common stock related to options exercised by the executive officers were surrendered to cover the option exercise price but have yet to be sold by the company, respectively. (See Treasury stock discussion below).
During the years ended April 30, 2022 and 2021, the Company issued 85,576 and 295,557shares of common stock upon the vesting of Restricted Stock Units (“RSUs”), respectively.
During the years ended April 30, 2022 and 2021, the Company issued 30,156 and 34,773 shares of common stock upon the cashless exercise of 200,000 and 52,778 stock options, respectively.

During the years ended April 30, 2022 and 2021, the Company issued 0 and 192,049 shares of common stock upon the exercise of warrants for cash and received proceeds of $0 and $1,081,792, respectively.

On January 3, 2022, the Compensation Committee approved a 117,316 common stock grant to the members of the Board of Directors for services in the 2021 calendar year. The grant had a grant date fair value of $279,212 based on a closing stock price of $2.38 per share. The grant was under the Company’s 2018 Plan and was fully vested and amortized as of January 31, 2022.
These shares were issued in the fourth quarter of fiscal year 2022. The amortization expense is included within stock-based compensation in general and administrative expense in the accompanying consolidated statement of operations.

During the year ended April 30, 2021, the Company issued 2,000 shares of common stock to a former director for services provided. The shares were valued using a grant date share price of $9.95 and the Company recognized $19,900 of expense.
On September 14, 2020, after the closing price of our common stock was at least $10.725 over a 20 consecutive trading day period, the $10million 2020 Convertible Notes (see Note 9. Long-term Debt, Net) automatically converted into 1,398,602 shares of the Company’s common stock at a conversion price of $7.15 per share.

Restricted Stock

As of April30, 2022, and 2021 there were 0 and 8,224 unvested shares of restricted common stock outstanding. During the years ended April30, 2022 and 2021 there were no new restricted stock grants, forfeitures, or expirations. There is no unrecognized compensation expense related to restricted stock as of April30, 2022.

Restricted Stock Units

A summary of the Company’s RSU activity which were granted under the 2021 and 2018 Equity Incentive Plans during the year ended April30, 2022 is presented below:
Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value
Unvested balance outstanding, April 30, 2021 549,972 $ 6.58
Granted 520,142 5.58
Forfeits (54,610) 8.49
Vested (85,576) 4.27
Expired — —
Unvested balance outstanding, April 30, 2022 929,928 $ 6.12

Fiscal 2022 activity

Of the 520,142 RSUs granted during the year ended April 30, 2022, 410,000 RSUs correspond to executive compensation grants summarized below.

On August 16 2021, the Compensation Committee approved a 125,000 RSU grant to the Company’s newly hired Chief Financial Officer as part of his employment agreement. The grant has a grant date fair value of $725,000 based on a closing stock price of $5.80 per share. On August 12, 2021, the Compensation Committee approved individual grants of 80,000 RSUs to the Company’s Chief Operating Officer and Chief Academic Officer. The grants have a total grant date fair value of $1.0million based on a closing stock price of $6.48 per share.

The three executive grants discussed above are under the Company’s 2018 Plan and are set to vest annually over a period of three years and are subject to continued employment as an officer of the Company on each applicable vesting date. The amortization expense related to these grants for year ended April 30, 2022 was $440,450 and is included in "general and administrative expense" in the accompanying consolidated statement of operations.

On July 21, 2021, as part of a new employment agreement, the Compensation Committee approved a 125,000 RSU grant to the Company's Chief Executive Officer under the Company's 2018 Plan. The grant has a grant date fair value of $873,750 based on a closing stock price of $6.99 per share. As stipulated in the grant, vesting is subject to continued employment with the Company and will occur in full on the date the Company files with the SEC a quarterly or annual report on Forms 10-Q or 10-K, as applicable, which reflects the Company's reported net income on a GAAP basis. At April 30, 2022, the Company is amortizing the expense over three years through July 2024 (the filing date of the Form 10-K for Fiscal Year 2024). The Company will continue to assess the performance condition at each reporting period. If the RSUs do not vest within three years from the July 21, 2021 effective date, they will be forfeited. The amortization expense related to this grant for the year ended April 30, 2022 was $242,708, which is included in general and administrative expense in the consolidated statements of operations.
The remaining 110,142 RSUs granted during the year ended April 30, 2022 were granted to employees and have a grant date fair value that ranges from $2.09 to $6.50 per share, or a total of $266,988, vesting annually over three years and subject to continued employment on each applicable vesting date.

Of the 929,928 unvested RSUs outstanding at April 30, 2022, 195,000 remain from the February 4, 2020 executive grant. These RSUs vest four years from the grant date, if each applicable executive is still employed by the Company on the vesting date and subject to accelerated vesting for all RSUs if the closing price of the Company’s common stock is at least $12 for 20 consecutive trading days. On the grant date, the closing price of the Company's common stock on The Nasdaq Global Market was $9.49 per share. The amortization expense related to this grant for the years ended April 30, 2022 and 2021, was approximately $0.4million and $1.2million, respectively, which is included in general and administrative expense in the consolidated statements of operations.

At April 30, 2022, total unrecognized compensation expense related to unvested RSUs is $3,947,815 and is expected to be recognized over a weighted-average period of approximately 1.49 years.

Fiscal 2021 activity

Of the 275,521 RSU grants in fiscal 2021, 15,791 RSUs correspond to RSUs granted to the Board of Directors while the remainder of the RSU grants were to employees. The RSUs granted to the Board of Directors occurred during the three months ending January 31, 2021 and immediately vested with a fair value of $11.13 per share, resulting in a total expense of $175,754. The grant date fair value of the remaining employee awards range from $5.92 to $12.78 per share, or a total of $2.5 million, with an annual vest over three years.

As of April 30, 2021, 549,972 RSUs are unvested. Total unrecognized compensation expense related to these unvested RSUs is approximately $3.6 million which will be amortized over the remaining vesting periods. Included in this amount is approximately $1.2 million of total unrecognized compensation expense related to 195,000 unvested RSUs from the executive RSU grant discussed below.

As of April 30, 2021, there was approximately $3.6 million of unrecognized compensation costs related to non-vested RSU grants. That cost is expected to be recognized over a weighted-average period of approximately 1.72 years.
Warrants
The Company estimates the fair value of warrants utilizing the Black-Scholes pricing model, which is dependent upon several variables such as the expected term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants issued to directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes expense on a straight-line basis over the vesting period of each warrant issued.
A summary of the Company’s warrant activity during the year ended April30, 2022 is presented below:
Warrants Number of Shares Weighted
Average
Exercise
Price		 Weighted
Average
Remaining
Contractual
Term		 Aggregate
Intrinsic
Value
Balance Outstanding, April 30, 2021 374,174 $ 6.37 1.9 —
Granted 275,000 2.43 4.80 —
Exercised — — — —
Surrendered — — — —
Expired — — — —
Balance Outstanding, April 30, 2022 649,174 $ 4.70 1.96 $ —
Exercisable, April 30, 2022 624,174 $ 4.61 2.48 $ —

OUTSTANDING WARRANTS EXERCISABLE WARRANTS
Exercise
Price		 Weighted
Average
Exercise
Price		 Outstanding
Number of
Warrants		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining Life
In Years		 Exercisable
Number of
Warrants
$1.00 $ 1.00 200,000 $1.00 4.99 200,000
$4.89 $ 4.89 50,000 $4.89 1.95 50,000
$5.85 $ 5.85 50,000 $5.85 4.34 50,000
$6.00 $ 6.00 100,000 $6.00 1.85 100,000
$6.87 $ 6.87 224,174 $6.87 0.24 224,174
$6.99 $ 6.99 25,000 $0.00 — —
649,174 624,174

Fiscal 2022 activity
On April 22, 2022, as consideration for amending the Intercreditor Agreement, the Company issued warrants to the each of the same two unaffiliated lenders of the 2022 Convertible Notes, to each purchase 100,000 shares of the Company’s common stock exercisable for five years from the date of issuance at the exercise price of $1.00 per share. See Note 9. Long-term Debt, Net. As consideration for the lenders agreeing to enter into the Amendment, the Company agreed to issue each lender 100,000 five-year warrants exercisable at $1.00 per share. The fair value of the warrants is $118,000 and is being amortized over the 60-month term. The fair value of the warrants are treated as deferred financing costs, a non-current asset, in the accompanying consolidated balance sheets at April30, 2022. Total unamortized costs at April30, 2022 were $118,000.

On August 31, 2021, the Compensation Committee approved the issuance of warrants to the Leon and Toby Cooperman Family Foundation as an extension fee in connection with the extension of the 2018 Credit Facility Agreement. The warrants allow for the purchase of 50,000 shares of the Company’s common stock and have an exercise price of $5.85. The warrants have an exercise period of five years from the August 31, 2021 issuance date and will terminate automatically and immediately upon the expiration of the exercise period. The fair value of the warrants is $137,500 and is being amortized over the 14-month line of credit period. The Company has recognized $68,932 of amortization expense in connection with the fair value of the warrants for year ended April 30, 2022, respectively, which is included in "interest expense" in the accompanying consolidated statement of operations.

On July 21, 2021, the Executive Committee approved the issuance of warrants to a former member of the Board of Directors for the purchase of 25,000 shares of the Company's common stock with an exercise price of $6.99 per share. The warrants have an exercise period of five years from the July 21, 2021 issuance date and vest annually over a three year period subject to continued service on the Company's Advisory Board on each applicable vesting date. The warrants will terminate automatically and immediately upon the expiration of the exercise period. The fair value of the warrants is $84,000 and is being amortized over the three year vesting period. The Company has recognized $21,000 of amortization expense in connection with the fair
value of the warrants for the year ended April 30, 2022, respectively, which is included in general and administrative expense in the accompanying consolidated statement of operations.

Fiscal 2021 activity

On June 5, 2020, the Company, as an inducement to exercise, reduced by 5% the exercise price of the common stock purchase warrants issued to The Leon and Toby Cooperman Family Foundation (the “Foundation”), of which Mr. Leon Cooperman, a stockholder of the Company, is the trustee. The warrants were issued on November 5, 2018 (the “2018 Cooperman Warrants”) and on March 5, 2019 (the “2019 Cooperman Warrants”). The 2018 Cooperman Warrants exercise price was reduced from $5.85 to $5.56 per share. The 2019 Cooperman Warrants exercise price was reduced from $6.00 to $5.70 per share. On June 8, 2020, the Foundation immediately exercised the 2018 and 2019 Cooperman Warrants for 192,049 shares on common stock paying the Company $1,081,792 and the Company issued 192,049 shares of common stock to the Foundation. The warrant modification and acceleration charge related to this transaction in the first quarter of fiscal year 2021 was $25,966.

Stock Option Grants to Employees and Directors
The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term and expected dividend yield rate over the expected option term. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award.

The Company utilizes the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.

There were no options granted to employees during the years ended April 30, 2022 and 2021.
A summary of the Company’s stock option activity for employees and directors during the year ended April30, 2022, is presented below:
Options Number of
Shares		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining
Contractual
Term		 Aggregate
Intrinsic
Value
Balance Outstanding, April 30, 2021 1,214,473 $ 6.24 1.88 $ 204,719
Granted — — — —
Exercised (258,419) 5.60 — —
Forfeited (7,297) 2.89 — —
Expired (88,575) 0.83 — —
Balance Outstanding, April 30, 2022 860,182 $ 7.03 1.25 $ —
Exercisable, April 30, 2022 840,385 $ 7.08 1.24 $ —
OUTSTANDING OPTIONS EXERCISABLE OPTIONS
Exercise
Price		 Weighted
Average
Exercise
Price		 Outstanding
Number of
Options		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining Life
In Years		 Exercisable
Number of
Options
$3.24 to $4.38
 $3.82 63,165 $4.50 1.44 51,998
$4.50 to $5.20
 $4.94 138,176 $4.98 1.74 137,543
$5.95 to $6.28
 $5.95 28,000 $5.95 0.31 28,000
$7.17 to $7.55
 $7.45 473,092 $7.46 1.32 465,095
$8.57 to $9.07
 $8.98 157,749 $8.98 0.69 157,749
860,182 840,385



As of April30, 2022, there was approximately $5,446 of unrecognized compensation costs related to unvested stock options. That cost is expected to be recognized over a weighted-average period of approximately 0.42 years.

Stock-based compensation related stock options, RSUs and restricted stock

A summary of the Company’s stock-based compensation expense, which is included in "general and administrative" expense in the consolidated statement of operations is presented below:

Years Ended April 30,
2022 2021
RSUs $ 2,095,533 $ 3,335,250
Restricted Stock 307,283 62,007
Stock options 131,849 560,828
Total stock-based compensation expense $ 2,534,665 $ 3,958,085

Treasury Stock

As of both April30, 2022 and 2021, 155,486 shares of common stock were held in treasury representing shares of common stock surrendered upon the exercise of stock options in payment of the exercise prices and the taxes and similar amounts due arising from the option exercises. The values aggregating approximately $1,817,414 were based upon the fair market value of shares surrendered as of the date of each applicable exercise date.
On October 16, 2020, the Company retired 16,667 shares of its treasury stock valued at $70,000, which were outstanding at April30, 2020.