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11. STOCK-BASED COMPENSATION
6 Months Ended
Mar. 31, 2022
Equity [Abstract]  
STOCK-BASED COMPENSATION
11.
STOCK-BASED COMPENSATION

The Company sponsors a stock-based incentive compensation plan known as the 2017 Incentive Plan (the “Plan”), which was established by the Board of Directors of the Company on June 19, 2017. On October 7, 2020, the Company executed a first amendment to the Plan to increase its share pool from 300,000 to 1,500,000 shares of common stock.

Effective September 15, 2021, following approval by our stockholders, the Plan was amended to (i) increase the number of shares of common stock authorized for issuance under the Plan by an additional 2,000,000 shares, resulting in an aggregate of 3,500,000 shares of common stock authorized for issuance under the Plan, and (ii) revise Section 19 of the Plan to more closely align with the provisions of Section 422 of the Internal Revenue Code of 1986, as amended, and Section 17.2 of the Plan.

As of March 31, 2022, there were 370,821 shares available for issuance under the Plan.

The Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, common stock, units of common stock, restricted stock, performance shares and performance units. Other than incentive stock options that are granted to participants who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a “Ten Percent Stockholder”), stock options are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. The incentive stock options are limited to persons who are regular full-time employees of the Company or Ten Percent Stockholders at the date of the grant of the option. Non-qualified stock options and the other types of awards issuable under the Plan may be granted to any person, including, but not limited to, employees, independent agents, consultants and attorneys, who the Company’s Compensation Committee believes have contributed, or will contribute, to the success of the Company. The option vesting schedule for options granted is determined by the Compensation Committee at the time of the grant. The Plan provides for accelerated vesting of unvested options if there is a change in control, as defined in the Plan.

The Company granted 64,000 non-qualified options pursuant to the Plan during the six months ended March 31, 2022.

The Company recognized $6,553,984 and $12,303,091 respectively for the three and six months ended March 31, 2022 in stock-based compensation under the Plan. The Company recognized $231,361 and $1,163,401 respectively for the three and six months ended March 31, 2021 in stock-based compensation under the Plan.

STOCK OPTIONS

The following is a summary of stock option activity during the six months ended March 31, 2022:

 

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2021

 

 

1,547,029

 

 

 

18.35

 

Options granted

 

 

197,250

 

 

 

15.29

 

Options expired

 

 

-

 

 

 

-

 

Options canceled/forfeited

 

 

(157,885

)

 

 

18.59

 

Options exercised

 

 

(99,230

)

 

 

7.39

 

Balance, March 31, 2022

 

 

1,487,164

 

 

18.69

 

 

As of March 31, 2022, there are options exercisable to purchase 632,753 shares of common stock in the Company and 854,508 unvested options outstanding that cannot be exercised until vesting conditions are met. As of March 31, 2022, the outstanding options have a weighted average remaining term of 1.61 years and an intrinsic value of $1,303,773.

During the six months ended March 31, 2022, a total of 99,230 shares of the Company’s common stock were issued in connection with the exercise of common stock options at exercise prices ranging from $4.65 to $15.10, for a total consideration of $733,170. For the six months ended March 31, 2022, the Company also granted 197,250 options with a total fair value of $2,958,367 to purchase shares of common stock to employees.

The Black-Scholes model utilized the following inputs to value the options granted during the six months ended March 31, 2022:

 

Fair value assumptions Options:

 

March 31,
2022

 

Risk free interest rate

 

0.10% - 2.55%

 

Expected term (years)

 

1.50 - 6.02

 

Expected volatility

 

140% - 533%

 

Expected dividends

 

 

0

%

 

As of March 31, 2022, the Company expects to recognize $13,096,168 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 2.05 years.

RESTRICTED STOCK UNITS

The Company grants RSUs that contain (a) service conditions, (b) performance conditions, or (c) market performance conditions. RSUs containing service conditions vest monthly or annually. RSUs containing performance conditions generally vest over 1 year, and the number of shares earned depends on the achievement of predetermined Company metrics.

When the criteria for vesting is met, the Company recognizes the expense equal to the total fair value of the common stock price on the grant date. All of the RSUs issued prior to September 30, 2021 were either vested or forfeited and cancelled.

The following table summarizes the performance-based restricted stock units at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the attainment of the performance-based criteria.

 

 

 

Number of
Shares

 

 

Weighted
Average
Fair Value
Per Share

 

 

Aggregate
Intrinsic Value

 

Outstanding at September 30, 2021

 

 

10,995

 

 

$

11.59

 

 

$

84,839

 

Granted

 

 

1,106,250

 

 

 

14.68

 

 

 

13,684,313

 

Vested

 

 

(77,885

)

 

 

20.15

 

 

 

1,569,280

 

Forfeited

 

 

(40,759

)

 

 

20.48

 

 

 

458,729

 

Outstanding at March 31, 2022

 

 

998,601

 

 

$

14.15

 

 

$

12,352,694

 

 

During the six months ended March 31, 2022, the Company granted 1,106,250 RSUs, which comprised of 90,000 that are service period based, 146,250 that are performance condition based, and 870,000 that are market condition based awards. The market condition based RSUs consist of 60,000 units that are perpetual in nature, and therefore, are given a derived service period of 5 years. The remaining 810,000 RSUs have a stated service period of 1 year. The fair value of the market based RSUs are determined using the Monte Carlo simulation and is in the following range: $11.03 - $17.89 per unit. The risk free rate, volatility, expected term, and cost of equity of these market based RSUs are as follows: 0.14-1.26%, 111.37-172.18%, 1-5 years, and 20.00-21.00%.

As of March 31, 2022, the Company had $7,755,679 in unrecognized compensation costs related to RSU awards that it expects to recognize over a weighted average period of 0.75 years.