6. STOCKHOLDERS' EQUITY

6 Months Ended

Oct. 31, 2016

Equity [Abstract]

STOCKHOLDERS' EQUITY

Sales of Common Stock and Preferred Stock

Our ability to continue to fund our operations is highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity.

Sale of Common Stock

During the six months ended October 31, 2016, we issued shares of our common stock under the following agreements:

AMI Sales Agreement - On August 7, 2015, we entered into an At Market Issuance Sales Agreement (“AMI Sales Agreement”) with MLV & Co. LLC (“MLV”), pursuant to which we may sell shares of our common stock through MLV, as agent, for aggregate gross proceeds of up to $30,000,000, in registered transactions from our shelf registration statement on Form S-3 (File No. 333-201245), which was declared effective by the SEC on January 15, 2015 (“January 2015 Shelf”). Sales of our common stock through MLV may be made by any method that is deemed an “at the market offering” as defined in Rule 415 of the Securities Act. We pay MLV a commission equal to 2.5% of the gross proceeds from the sale of our common stock pursuant to the AMI Sales Agreement. During the six months ended October 31, 2016, we sold 8,309,357 shares of our common stock at market prices under the AMI Sales Agreement, for aggregate gross proceeds of $3,450,000 before deducting commissions and other issuance costs of $108,000. As of October 31, 2016, aggregate gross proceeds of up to $19,103,000 remained available to us under the AMI Sales Agreement.

Equity Distribution Agreement - On August 7, 2015, we entered into an Equity Distribution Agreement, with Noble International Investments, Inc., doing business as Noble Life Science Partners, a division of Noble Financial Capital Markets (“Noble”), pursuant to which we may sell shares of our common stock through Noble, as agent, for aggregate gross proceeds of up to $20,000,000, in registered transactions from our January 2015 Shelf. Sales of our common stock through Noble may be made by any method that is deemed an “at the market offering” as defined in Rule 415 of the Securities Act. We pay Noble a commission equal to 2.5% of the gross proceeds from the sale of our common stock pursuant to the Equity Distribution Agreement. During the six months ended October 31, 2016, we sold 5,637,404 shares of our common stock at market prices under the Equity Distribution Agreement for aggregate gross proceeds of $2,516,000 before deducting commissions and other issuance costs of $77,000. As of October 31, 2016, aggregate gross proceeds of up to $10,515,000 remained available to us under the Equity Distribution Agreement.

Sale of Series E Preferred Stock

Series E AMI Sales Agreement - On June 13, 2014, we entered into an At Market Issuance Sales Agreement (“Series E AMI Sales Agreement”) with MLV, pursuant to which we may issue and sell shares of our Series E Preferred Stock through MLV, as agent, for aggregate gross proceeds of up to $30,000,000, in registered transactions from our shelf registration statement on Form S-3 (File No. 333-193113), which was declared effective by the SEC on January 16, 2014. Sales of our Series E Preferred Stock through MLV may be made by any method that is deemed an “at the market offering” as defined in Rule 415 of the Securities Act. We pay MLV a commission of up to 5% of the gross proceeds from the sale of our Series E Preferred Stock pursuant to the Series E AMI Sales Agreement. During the six months ended October 31, 2016, we sold 70,320 shares of our Series E Preferred Stock at market prices under the Series E AMI Sales Agreement for aggregate gross proceeds of $1,634,000 before deducting commissions and other issuance costs of $57,000. As of October 31, 2016, aggregate gross proceeds of up to $9,101,000 remained available under the Series E AMI Sales Agreement.

Series E Preferred Stock Dividends

The following table summarizes the Series E Preferred Stock dividend activity for the six months ended October 31, 2016:

Declaration Date	Dividend Per Share	Annualized Percentage Rate	Liquidation Preference	Accrual Period	Record Date	Payment Date
6/2/2016	$0.65625	10.50%	$25.00	4/1/2016 – 6/30/2016	6/17/2016	7/1/2016
9/6/2016	$0.65625	10.50%	$25.00	7/1/2016 – 9/30/2016	9/16/2016	10/3/2016

Shares of Common Stock Authorized and Reserved for Future Issuance

We are authorized to issue up to 500,000,000 shares of our common stock. As of October 31, 2016, 251,765,279 shares of our common stock were issued and outstanding. In addition, our common stock outstanding as of October 31, 2016 excluded the following shares of our common stock reserved for future issuance:

· 39,525,245 shares of common stock reserved for issuance under outstanding option grants and available for issuance under our stock incentive plans;

· 10,520,626 shares of common stock reserved for and available for issuance under our Employee Stock Purchase Plan;

· 273,280 shares of common stock issuable upon exercise of outstanding warrants; and

· 47,785,040 shares of common stock issuable upon conversion of our outstanding Series E Preferred Stock ⁽¹⁾.

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⁽¹⁾ The Series E Preferred Stock is convertible into a number of shares of our common stock determined by dividing the liquidation preference of $25.00 per share by the conversion price, currently $3.00 per share. If all outstanding Series E Preferred Stock were converted at the $3.00 per share conversion price, the holders of Series E Preferred Stock would receive an aggregate of 13,731,333 shares of our common stock. However, we have reserved the maximum number of shares of our common stock that could be issued upon a change of control event assuming our shares of common stock are acquired for consideration of $0.855 per share or less. In this scenario, each outstanding share of Series E Preferred Stock could be converted into 29 shares of our common stock, representing the Share Cap.