̽Ƶapp

Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.22.2.2
Stockholders' Equity
 6 Months Ended
Oct. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity Stockholders’ Equity
AGI maintains two stock-based incentive plans: the 2012 Equity Incentive Plan (the “2012 Plan”) and the 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 on 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 October31, 2022 and April30, 2022, there were 1,091,253 and 812,763 shares, respectively, remaining available for future issuance under the 2018 Plan.

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, which was approved at a special meeting of the Company's stockholders held on July 6, 2022. This increase has been retrospectively adjusted to all periods in the accompanying consolidated financial statements.

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.

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 October31, 2022 and April30, 2022, we had no shares of preferred stock issued and outstanding.

Common Stock
At both October31, 2022 and April30, 2022, the Company was authorized to issue 60,000,000 shares of common stock, respectively.
On August 18, 2022, ̽Ƶapp, Inc. entered into an Equity Distribution Agreement (the “Agreement”) with Northland Securities, Inc. (“Northland”), pursuant to which the Company could issue and sell from time to time, through Northland, shares of the Company’s common stock (the “Shares”), with offering proceeds of up to $3,000,000.

Under the Agreement, Northland was entitled to compensation of 3% of the gross proceeds from the sales of the Shares sold under the Agreement. The Company also agreed to reimburse Northland for certain specified expenses, including the fees and disbursements of its legal counsel of approximately $60,000, which is included in "Accrued expenses" in the accompanying consolidated balance sheets. The Company estimates that the total expenses for the offering, excluding compensation and reimbursement payable to Northland under the terms of the Agreement, was approximately $100,000.

The Shares were being offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2022 and the accompanying base prospectus which is part of the Company’s effective Registration Statement on Form S-3 (File No. 333-251459) (the “Registration Statement”). The Agreement contains representations, warranties and covenants customary for the transactions of this kind. On October 11, 2022, the Company canceled the Agreement. The Company sold 11,840 shares under the Agreement and received net proceeds of $9,535.

On August 4, 2022, the Compensation Committee approved a 25,000 common stock grant to Lampert Capital Advisors for financial advisory services to assist with locating and securing an accounts receivable financing facility. The purpose of the facility is to provide working capital to position the Company for future growth among its online post-licensure nursing degree programs. The grant had a grant date fair value of $24,500 based on a closing stock price of $0.98 per share, and it was fully vested on the grant date. The expense related to this grant for each of the three and six months ended October31, 2022 was $24,500. The expense is included in "General and administrative" expense in the consolidated statements of operations.

Restricted Stock

As of both October31, 2022 and April30, 2022, there were no unvested shares of restricted common stock outstanding. During the six months ended October31, 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 October31, 2022.

Restricted Stock Units
A summary of the Company’s RSU activity, granted under the 2012 and 2018 Equity Incentive Plans, during the six months ended October31, 2022 is presented below:
Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value
Unvested balance outstanding, April 30, 2022 929,928 $ 6.12
Granted — —
Forfeits (179,883) 7.69
Vested (189,693) 1 0.79
Expired — —
Unvested balance outstanding, October 31, 2022 560,352 $ 7.42
___________________
1 Includes 123,448 RSUs that will be issued in the third quarter of fiscal year 2023.

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 the three and six months ended October31, 2022 was $146,817 and $293,633, respectively, which is included in "general and administrative expense" in the accompanying consolidated statement of operations. The amortization expense related to these grants for the three and six months ended October 31, 2021 was $146,817 for each respective period.

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 had 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. The Company was amortizing the expense over three years through July 2024 (the anticipated filing date of the Form 10-K for Fiscal Year 2024). At July 31, 2022, the Company assessed that the performance condition will not be met. Therefore, the cumulative amortization expense related to this grant of $242,708 was reversed, which is included in general and administrative expense in the consolidated statements of operations. The amortization expense related to this grant for the three and six months ended October31, 2021 was $72,813 and $218,438, respectively, which is included in "General and administrative" expense in the consolidated statements of operations prior to the reversal.

Of the 560,352 unvested RSUs outstanding at October31, 2022, 162,500 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 are 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 three and six months ended October31, 2022 was $91,531 and $57,380, respectively, which includes an expense reversal of $139,431 due to the resignation of the Chief Nursing Officer on July 15, 2022. The amortization expense related to these transactions for the three and six months ended October31, 2021, was $112,155 and $224,311, respectively. The amortization expense is included in general and administrative expense in the consolidated statements of operations. The remaining unvested RSUs during the three and six months ended October31, 2022 were granted to employees.

At October31, 2022, total unrecognized compensation expense related to unvested RSUs is $2,127,217 and is expected to be recognized over a weighted-average period of approximately 1.30 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 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 six months ended October31, 2022 is presented below:
Warrants Number of
Shares		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining
Contractual
Term		 Aggregate
Intrinsic
Value
Balance Outstanding, April 30, 2022 649,174 $ 4.70 1.96 $ —
Granted — $ — — —
Exercised — $ — — —
Surrendered — $ — — —
Expired (224,174) $ 6.87 — —
Balance Outstanding, October 31, 2022 425,000 $ 3.56 3.27 $ —
Unvested (16,667)
Exercisable, October 31, 2022 408,333 $ 3.42 3.17 $ —

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 4.48 200,000
$ 4.89 $ 4.89 50,000 $ 4.89 1.44 50,000
$ 5.85 $ 5.85 50,000 $ 5.85 1.35 50,000
$ 6.00 $ 6.00 100,000 $ 6.00 3.84 100,000
$ 6.99 $ 6.99 25,000 $ 6.99 3.72 8,333
425,000 408,333

On April 22, 2022, as consideration for amending the Intercreditor Agreement, the Company issued warrants to 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 5. Long-term Debt, Net. The fair value of the warrants is $118,000 and is being amortized over the remaining term of the debt. The fair value of the warrants is treated as deferred financing costs, a non-current asset, in the accompanying consolidated balance sheets at October31, 2022 and April30, 2022. Total unamortized costs at October31, 2022 and April30, 2022 was $59,000 and $118,000, respectively. The Company has recognized $29,500 and $59,000 of amortization expense in connection with the fair value of the warrants for the three and six months ended October31, 2022, which is included in "interest expense" in the accompanying consolidated statement of operations.
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 $11,169 and $22,336 of amortization expense in connection with the fair value of the warrants for the three and six months ended October31, 2022, 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 $7,000 and $14,000 of amortization expense in connection
with the fair value of the warrants for the three and six months ended October31, 2022, which is included in general and administrative expense in the accompanying consolidated statement of operations.
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 six months ended October31, 2022 and 2021.

A summary of the Company’s stock option activity for employees and directors during the six months ended October31, 2022, is presented below:
Options Number of
Shares		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining
Contractual
Term		 Aggregate
Intrinsic
Value
Balance Outstanding, April30, 2022
 860,182 $ 7.03 1.25 $ —
Granted — — — —
Exercised — — — —
Forfeited (36,634) 8.89 — —
Expired (89,720) 5.53 — —
Balance Outstanding, October31, 2022
 733,828 $ 7.12 0.86 $ —
Exercisable, October31, 2022
 733,828 $ 7.12 0.84 $ —


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 31,998 $ 4.00 1.75 31,998
$4.50 to $5.20
 $ 4.94 123,379 $ 4.97 1.28 123,379
$7.17 to $7.55
 $ 7.45 463,702 $ 7.46 0.83 463,702
$8.57 to $9.07
 $ 8.98 114,749 $ 8.98 0.18 114,749
733,828 733,828
As of October31, 2022, there are no unrecognized compensation costs related to unvested stock options.
Stock-based compensation related to RSUs, restricted stock and stock options

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:


Three Months Ended October 31, Six Months Ended October 31,
2022 2021 2022 2021
RSUs $ 458,206 $ 688,129 $ 499,259 $ 1,134,906
Restricted Stock — 10,525 — 21,052
Stock options 130 23,504 5,407 108,912
Total stock-based compensation expense $ 458,336 $ 722,158 $ 504,666 $ 1,264,870

Treasury Stock

As of both October31, 2022 and April30, 2022, 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 $1,817,414 were based upon the fair market value of shares surrendered as of the date of each applicable exercise date.