Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Jun. 19, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'VistaGen Therapeutics, Inc. | ' |
Entity Central Index Key | '0001411685 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $9,655,600 |
Entity Common Stock, Shares Outstanding | ' | 25,451,877 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | ' | $638,100 |
Prepaid expenses and other current assets | 40,500 | 33,700 |
Total current assets | 40,500 | 671,800 |
Property and equipment, net | 176,300 | 180,700 |
Security deposits and other assets | 46,900 | 29,000 |
Total assets | 263,700 | 881,500 |
Current liabilities: | ' | ' |
Accounts payable | 2,443,900 | 1,353,600 |
Accrued expenses | 625,600 | 342,900 |
Advance from officer | 3,600 | ' |
Current portion of notes payable and accrued interest | 1,442,300 | 617,200 |
Current portion of notes payable to related parties and accrued interest | 290,400 | 93,000 |
Convertible promissory notes and accrued interest, net of discount of $697,400 at March 31, 2014 | 396,000 | ' |
Capital lease obligations | 3,900 | 7,600 |
Total current liabilities | 5,205,700 | 2,414,300 |
Non-current liabilities: | ' | ' |
Senior secured convertible promissory notes, net of discount of $2,085,900 at March 31, 2014 and $1,963,100 at March 31, 2013 and accrued interest | 1,929,800 | 1,425,700 |
Notes payable, net of discount of $848,100 at March 31, 2014 and $1,142,600 at March 31, 2013 and accrued interest | 1,797,600 | 2,091,800 |
Notes payable to related parties, net of discount of $103,200 at March 31, 2014 and $147,200 at March 31, 2013 and accrued interest | 1,057,100 | 1,106,000 |
Warrant liability | 2,973,900 | 6,394,000 |
Deferred rent liability | 97,400 | ' |
Capital lease obligations | 2,100 | 6,100 |
Total non-current liabilities | 7,857,900 | 11,023,600 |
Total liabilities | 13,063,600 | 13,437,900 |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.001 par value; 10,000,000 shares, including 500,000 Series A shares, authorized at March 31, 2014 and 2013; 500,000 Series A shares issued and outstanding at March 31, 2014 and 2013, respectively | 500 | 500 |
Common stock, $0.001 par value; 200,000,000 shares authorized at March 31, 2014 and 2013; 26,200,185 and 23,480,169 shares issued at March 31, 2014 and 2013, respectively | 26,200 | 23,500 |
Additional paid-in capital | 61,976,500 | 59,266,000 |
Treasury stock, at cost, 2,713,308 shares of common stock held at March 31, 2014 and 2013 | -3,968,100 | -3,968,100 |
Notes receivable from sale of common stock | -198,100 | -209,100 |
Deficit accumulated during development stage | -70,636,900 | -67,669,200 |
Total stockholders' deficit | -12,799,900 | -12,556,400 |
Total liabilities and stockholders' deficit | $263,700 | $881,500 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Current liabilities: | ' | ' |
Convertible promissory notes and accrued interest, net of discount | $697,400 | ' |
Non-current liabilities: | ' | ' |
Senior secured convertible promissory notes, net of discount | 2,085,900 | 1,963,100 |
Notes payable, net of discount | 848,100 | 1,142,600 |
Notes payable to related parties, net of discount | 103,200 | 147,200 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, Authorized | 10,000,000 | 10,000,000 |
PreferredStockSeriesASharesIssued | 500,000 | 500,000 |
PreferredStockSeriesASharesOutstanding | $500,000 | $500,000 |
Common Stock, Par Value Par Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 26,200,185 | 23,480,169 |
Treasury Stock, Shares | 2,713,308 | 2,713,308 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | 184 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Revenues: | ' | ' | ' |
Grant revenue | ' | $200,400 | $12,963,100 |
Collaboration revenue | ' | ' | 2,283,600 |
Other | ' | ' | 1,123,500 |
Total revenues | ' | 200,400 | 16,370,200 |
Operating expenses: | ' | ' | ' |
Research and development | 2,480,600 | 3,430,800 | 32,036,300 |
Acquired in-process research and development | ' | ' | 7,523,200 |
General and administrative | 2,548,300 | 3,562,700 | 33,229,400 |
Total operating expenses | 5,028,900 | 6,993,500 | 72,788,900 |
Loss from operations | -5,028,900 | -6,793,100 | -56,418,700 |
Other expenses, net: | ' | ' | ' |
Interest expense, net | -1,503,000 | -920,700 | -11,865,200 |
Change in warrant and put and note extension option liabilities | 3,566,900 | -1,635,800 | 2,349,600 |
Loss on early extinguishment of debt | ' | -3,567,800 | -4,761,300 |
Other income | ' | 34,400 | 81,900 |
Loss before income taxes | -2,965,000 | -12,883,000 | -70,613,700 |
Income taxes | -2,700 | -3,700 | -23,200 |
Net loss | -2,967,700 | -12,886,700 | -70,636,900 |
Deemed dividend on Series A Preferred stock | ' | -10,193,200 | -10,193,200 |
Net loss attributable to common stockholders | -2,967,700 | -23,079,900 | -80,830,100 |
Basic net loss attributable to common stockholders per common share | ($0.14) | ($1.27) | ' |
Diluted net loss attributable to common stockholders per common share | ($0.19) | ($1.27) | ' |
Weighted average shares used in computing basic net loss attributable to common stockholders per common share | 21,973,149 | 18,108,444 | ' |
Weighted average shares used in computing diluted net loss attributable to common stockholders per common share | 21,973,149 | 18,108,444 | ' |
Comprehensive loss | ($2,967,700) | ($12,886,700) | ($70,636,900) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 184 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($2,967,700) | ($12,886,700) | ($70,636,900) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 54,600 | 33,800 | 832,100 |
Amortization of discounts on convertible and promissory notes | 640,000 | 254,800 | 5,315,500 |
Change in warrant and put and note term extension option liabilities | -3,566,900 | 1,635,800 | -2,349,700 |
Stock-based compensation | 1,137,300 | 1,241,300 | 6,732,900 |
Expense related to modification of warrants | 204,300 | 508,200 | 1,454,200 |
Non-cash rent and relocation expense | 56,800 | ' | 56,800 |
Interest income on note receivable for stock purchase | -1,200 | -27,600 | -28,800 |
Fair value of common stock granted for services following the Merger | ' | 340,000 | 852,700 |
Fair value of warrants granted for services and interest following the Merger | 60,700 | 183,800 | 748,300 |
Gain on currency fluctuation | -48,600 | -53,000 | -101,600 |
Fair value of additional warrants granted pursuant to exercises of modified warrants | ' | 35,900 | 174,000 |
Loss on settlements of accounts payable | ' | 78,300 | 78,300 |
Acquired in-process research and development | ' | ' | 7,523,200 |
Loss on early extinguishment of debt | ' | 3,567,800 | 4,761,300 |
Fair value of Series C preferred stock, common stock, and warrants granted for services prior to the Merger | ' | ' | 3,150,900 |
Fair value of common stock issued for note term modification | ' | ' | 22,400 |
Consulting services by related parties settled by issuing promissory notes | ' | ' | 44,600 |
Gain on sale of assets | ' | ' | -16,800 |
Changes in operating assets and liabilities: | ' | ' | ' |
Unbilled contract payments receivable | ' | 106,200 | ' |
Prepaid expenses and other current assets | 92,700 | 46,200 | 134,400 |
Security deposits and other assets | -17,900 | ' | -46,900 |
Accounts payable and accrued expenses, including accrued interest | 2,229,900 | 1,485,200 | 18,201,400 |
Deferred revenues | ' | -13,200 | ' |
Net cash used in operating activities | -2,126,000 | -3,463,200 | -23,097,700 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of equipment, net | -9,600 | -135,400 | -825,800 |
Net cash used in investing activities | -9,600 | -135,400 | -825,800 |
Cash flows from financing activities: | ' | ' | ' |
Net proceeds from issuance of common stock and warrants, including Units | 1,075,500 | 1,185,100 | 5,060,600 |
Proceeds from exercise of modified warrants | 264,200 | 262,100 | 1,692,600 |
Proceeds from issuance of Platinum notes and warrants | 250,000 | 3,222,100 | 7,172,100 |
Advance from officer | 64,000 | ' | 64,000 |
Proceeds from issuance of notes under line of credit | ' | ' | 200,000 |
Proceeds from issuance of 7% note payable to founding stockholder | ' | ' | 90,000 |
Net proceeds from issuance of 7% convertible notes | ' | ' | 575,000 |
Net proceeds from issuance of 10% convertible notes and warrants | ' | ' | 1,655,000 |
Net proceeds from issuance of preferred stock and warrants | ' | ' | 4,198,600 |
Net proceeds from issuance of notes and warrants from 2006 to 2010 | ' | ' | 4,851,800 |
Net proceeds from issuance of February 2012 12% convertible notes and warrants | ' | ' | 466,500 |
Repayment of capital lease obligations | -7,600 | -16,900 | -125,000 |
Repayment of notes | -148,600 | -496,700 | -1,977,700 |
Net cash provided by financing activities | 1,497,500 | 4,155,700 | 23,923,500 |
Net (decrease) increase in cash and cash equivalents | -638,100 | 557,100 | ' |
Cash and cash equivalents at beginning of period | 638,100 | 81,000 | ' |
Cash and cash equivalents at end of period | ' | 638,100 | ' |
Supplemental disclosure of cash flow activities: | ' | ' | ' |
Cash paid for interest | 21,000 | 225,900 | 686,600 |
Cash paid for income taxes | 2,700 | 3,700 | 23,200 |
Supplemental disclosure of noncash activities: | ' | ' | ' |
Forgiveness of accrued compensation and accrued interest payable to officers transferred to equity | ' | ' | 800,000 |
Exercise of warrants and options in exchange for debt cancellation | ' | ' | 112,800 |
Settlement of accrued and prepaid interest by issuance of Series C Preferred Stock | ' | ' | 35,300 |
Conversion of 10% notes payable, net of discount, and related accrued interest of $408,600 into Series C Preferred stock | ' | ' | 2,050,300 |
Issuance of Series B-1 Preferred stock for acquired in-process research and development | ' | ' | 7,523,200 |
Conversion of 7% notes payable, net of discount, and related accrued interest of $3,800 into Series B Preferred stock | ' | ' | 508,000 |
Conversion of accounts payable into convertible promissory notes | ' | ' | 893,700 |
Conversion of accounts payable into note payable | ' | 1,558,500 | 4,368,800 |
Conversion of accounts payable into common stock | ' | 103,200 | 1,927,300 |
Conversion of accrued interest on convertible promissory notes into common stock | ' | ' | 921,400 |
Notes receivable from sale of common stock to related parties upon exercise of options and warrants | ' | ' | 149,800 |
Capital lease obligations | ' | ' | 139,700 |
Recognition of put option and note term extension option liabilities upon issuance of Original Platinum Notes | ' | ' | 141,200 |
Incremental fair value of put option and note term extension option liabilities from debt modifications | ' | ' | 479,400 |
Incremental fair value of note conversion option from debt modification | ' | ' | 1,891,200 |
Incremental fair value of warrant from debt modifications | ' | ' | 276,700 |
Recognition of warrant liability upon adoption of new accounting standard | ' | ' | 151,300 |
Fair value of warrants issued with August 2010 short term notes | ' | ' | 130,900 |
Note discount upon issuance of August 2010 short term notes | ' | ' | 320,000 |
Fair value of warrants issued with February 2012 12 % convertible notes | ' | ' | 542,000 |
Note discount upon issuance of February 2012 12% convertible notes | ' | ' | 495,200 |
Conversion of 2006/2007 and 2008/2010 Notes into Units, including accrued interest of $1,365,600 | ' | ' | 6,174,800 |
Conversion of all series of pre-Merger preferred stock into Units | ' | ' | 14,534,800 |
Conversion of 2011 Platinum Note into Series A Preferred Stock, including accrued interest of $611,100 and conversion premium | ' | ' | 5,763,900 |
Conversion of 7% note payable and accrued interest of $11,500 into common stock and warrants | ' | ' | 19,500 |
Conversion of accounts payable to Morrison & Foerster, McCarthy Tetrault and Desjardins into notes payable | ' | ' | 1,603,400 |
Accounts payable and cancellation premium converted into 2011 Private Placement Units | ' | ' | 169,000 |
Accrued interest on Cato Holding Company note converted to note payable | ' | ' | 90,800 |
Accounts payable settled in December 2011 and May/June 2012 warrant exercises | ' | 12,500 | 280,100 |
Insurance premiums settled by issuing note payable | 98,300 | 110,100 | 296,900 |
Conversion of accrued interest and fees on February 2012 Notes into 2012 Private Placement Units | ' | 92,900 | 92,900 |
Accrued interest on July and August 2012 Notes to Platinum converted into Exchange Note | ' | 22,600 | 22,600 |
Accounts payable settled by issuance of stock or notes payable and stock | ' | 104,900 | 104,900 |
Accounts payable converted into 2012 Private Placement Units | ' | 50,000 | 50,000 |
Recognition of warrant liability upon issuance to Platinum of October 2012 Exchange Note and October 2012, February 2013 and March 2013 Investment Notes and July 2013 Convertible Note | 146,800 | 1,690,000 | 1,836,800 |
Recognition of warrant liability for potential issuance to Platinum of Series A Exchange Warrant under the terms of the October 2012 Agreement | ' | $3,068,200 | $3,068,200 |
CONSOLIDATED_STATEMENTS_OF_PRE
CONSOLIDATED STATEMENTS OF PREFERRED STOCK (USD $) | 36 Months Ended | 94 Months Ended |
Mar. 31, 2014 | Mar. 31, 2006 | |
Series A Preferred | ' | ' |
Beginning Balance, Amount | $964,700 | ' |
Issuance of Series A preferred stock at $2.302 per share for cash, net of issuance costs of $29,500, Amount | ' | 964,700 |
Issuance of Series C preferred stock at $6.00 per share for services and in payment of interest on line of credit, Amount | ' | ' |
Conversion of all series of preferred stock into VistaGen common stock in connection with the Merger, Amount | -964,700 | ' |
Ending Balance, Amount | ' | 964,700 |
Series B Preferred | ' | ' |
Beginning Balance, Amount | 2,651,100 | ' |
Issuance of Series A preferred stock at $2.302 per share for cash, net of issuance costs of $29,500, Amount | ' | ' |
Issuance of Series B preferred stock at $5.545 per share for cash, including conversion of $575,000 face value of 7% convertible notes plus accrued interest of $3,800, net of unamortized discount of $70,800 and issuance costs of $137,000, Amount | ' | 2,651,100 |
Issuance of Series B-1 preferred stock at $5.545 for acquired in-process research and development, Amount | ' | ' |
Issuance of Series C preferred stock at $6.00 per share for cash, including conversion of $1,655,000 face value of 10% convertible notes plus accrued interest of $408,600, net of unamortized note discount of $13,200 and issuance costs of $47,200, Amount | ' | ' |
Proceeds allocated to warrants issued in connection with Series C preferred stock, Amount | ' | ' |
Issuance of Series C preferred stock at $6.00 per share for services and in payment of interest on line of credit, Amount | ' | ' |
Conversion of all series of preferred stock into VistaGen common stock in connection with the Merger, Amount | -2,651,100 | ' |
Ending Balance, Amount | ' | 2,651,100 |
Series B-1 Preferred | ' | ' |
Beginning Balance, Amount | 7,523,200 | ' |
Issuance of Series A preferred stock at $2.302 per share for cash, net of issuance costs of $29,500, Amount | ' | ' |
Issuance of Series B preferred stock at $5.545 per share for cash, including conversion of $575,000 face value of 7% convertible notes plus accrued interest of $3,800, net of unamortized discount of $70,800 and issuance costs of $137,000, Amount | ' | ' |
Issuance of Series B-1 preferred stock at $5.545 for acquired in-process research and development, Amount | ' | 7,523,200 |
Issuance of Series C preferred stock at $6.00 per share for cash, including conversion of $1,655,000 face value of 10% convertible notes plus accrued interest of $408,600, net of unamortized note discount of $13,200 and issuance costs of $47,200, Amount | ' | ' |
Proceeds allocated to warrants issued in connection with Series C preferred stock, Amount | ' | ' |
Issuance of Series C preferred stock at $6.00 per share for services and in payment of interest on line of credit, Amount | ' | ' |
Conversion of all series of preferred stock into VistaGen common stock in connection with the Merger, Amount | -7,523,200 | ' |
Ending Balance, Amount | ' | 7,523,200 |
Series C Preferred | ' | ' |
Beginning Balance, Amount | 33,958,000 | ' |
Issuance of Series A preferred stock at $2.302 per share for cash, net of issuance costs of $29,500, Amount | ' | ' |
Issuance of Series B preferred stock at $5.545 per share for cash, including conversion of $575,000 face value of 7% convertible notes plus accrued interest of $3,800, net of unamortized discount of $70,800 and issuance costs of $137,000, Amount | ' | ' |
Issuance of Series B-1 preferred stock at $5.545 for acquired in-process research and development, Amount | ' | ' |
Issuance of Series C preferred stock at $6.00 per share for cash, including conversion of $1,655,000 face value of 10% convertible notes plus accrued interest of $408,600, net of unamortized note discount of $13,200 and issuance costs of $47,200, Amount | ' | 3,140,800 |
Proceeds allocated to warrants issued in connection with Series C preferred stock, Amount | ' | -25,500 |
Issuance of Series C preferred stock at $6.00 per share for services and in payment of interest on line of credit, Amount | ' | 280,500 |
Conversion of all series of preferred stock into VistaGen common stock in connection with the Merger, Amount | -3,395,800 | ' |
Ending Balance, Amount | ' | 33,958,000 |
Preferred Stock | ' | ' |
Beginning Balance, Amount | 14,534,800 | ' |
Beginning Balance, Shares | 2,884,655 | ' |
Issuance of Series A preferred stock at $2.302 per share for cash, net of issuance costs of $29,500, Amount | ' | 964,700 |
Issuance of Series A preferred stock at $2.302 per share for cash, net of issuance costs of $29,500, Shares | ' | 431,930 |
Issuance of Series B preferred stock at $5.545 per share for cash, including conversion of $575,000 face value of 7% convertible notes plus accrued interest of $3,800, net of unamortized discount of $70,800 and issuance costs of $137,000, Amount | ' | 2,651,100 |
Issuance of Series B preferred stock at $5.545 per share for cash, including conversion of $575,000 face value of 7% convertible notes plus accrued interest of $3,800, net of unamortized discount of $70,800 and issuance costs of $137,000, Shares | ' | 515,568 |
Issuance of Series B-1 preferred stock at $5.545 for acquired in-process research and development, Amount | ' | 7,523,200 |
Issuance of Series B-1 preferred stock at $5.545 for acquired in-process research and development, Shares | ' | 1,356,750 |
Issuance of Series C preferred stock at $6.00 per share for cash, including conversion of $1,655,000 face value of 10% convertible notes plus accrued interest of $408,600, net of unamortized note discount of $13,200 and issuance costs of $47,200, Amount | ' | 3,140,800 |
Issuance of Series C preferred stock at $6.00 per share for cash, including conversion of $1,655,000 face value of 10% convertible notes plus accrued interest of $408,600, net of unamortized note discount of $13,200 and issuance costs of $47,200, Shares | ' | 533,658 |
Proceeds allocated to warrants issued in connection with Series C preferred stock, Amount | ' | -25,500 |
Issuance of Series C preferred stock at $6.00 per share for services and in payment of interest on line of credit, Amount | ' | 280,500 |
Issuance of Series C preferred stock at $6.00 per share for services and in payment of interest on line of credit, Shares | ' | 46,749 |
Conversion of all series of preferred stock into VistaGen common stock in connection with the Merger, Amount | -14,534,800 | ' |
Conversion of all series of preferred stock into VistaGen common stock in connection with the Merger, Shares | -2,884,655 | ' |
Ending Balance, Amount | ' | $14,534,800 |
Ending Balance, Shares | ' | 2,884,655 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT (USD $) | Series A Preferred | Common Stock | Additional Paid-In Capital | Treasury Stock | Notes Receivable from Sale of Stock | Deficit Accumulated During the Development Stage | Total |
Beginning Balance, Amount at May. 26, 1998 | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance, Shares at May. 26, 1998 | ' | ' | ' | ' | ' | ' | ' |
Fair value of common stock issued for services, Amount | ' | 400 | 359,400 | ' | ' | ' | 359,800 |
Fair value of common stock issued for services, Shares | ' | 403,375 | ' | ' | ' | ' | ' |
Effect of the Merger, Amount | ' | 1,600 | -1,600 | ' | ' | ' | ' |
Effect of the Merger, Shares | ' | 1,569,000 | ' | ' | ' | ' | ' |
Sale of common stock for cash, Amount | ' | 1,200 | 24,900 | ' | ' | ' | 26,100 |
Sale of common stock for cash, Shares | ' | 1,211,086 | ' | ' | ' | ' | ' |
Fair value of warrants issued for services | ' | ' | 481,700 | ' | ' | ' | 481,700 |
Common stock issued upon exercise of options from 1999 Stock Incentive Plan, Amount | ' | 400 | 314,900 | ' | -149,800 | ' | 165,500 |
Common stock issued upon exercise of options from 1999 Stock Incentive Plan, Shares | ' | 4,110,863 | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | 2,763,000 | ' | ' | ' | 2,763,000 |
Forgiveness of accrued compensation and accrued interest payable to officers | ' | ' | 799,900 | ' | ' | ' | 799,900 |
Proceeds allocated to warrants issued in connection with Platinum Notes | ' | ' | 1,059,100 | ' | ' | ' | 1,059,100 |
Accrued interest on notes receivable | ' | ' | ' | ' | -34,300 | ' | -34,300 |
Effect of reverse stock split | ' | -6 | ' | ' | ' | ' | ' |
Cumulative effect of adopting new accounting standard | ' | ' | -293,700 | ' | ' | 142,300 | -151,400 |
Common stock issued for cancellation of accounts payable and accrued interest, Amount | ' | 1,600 | 2,468,600 | ' | ' | ' | 2,470,200 |
Common stock issued for cancellation of accounts payable and accrued interest, Shares | ' | 1,646,792 | ' | ' | ' | ' | ' |
Incremental fair value of note conversion options from debt modification | ' | ' | 1,891,200 | ' | ' | ' | 1,891,200 |
Net Loss | ' | ' | ' | ' | ' | -42,715,300 | -42,715,300 |
Ending Balance, Amount at Mar. 31, 2011 | ' | 5,200 | 9,867,400 | ' | -184,100 | -42,573,000 | -32,884,500 |
Ending Balance, Shares at Mar. 31, 2011 | ' | 5,241,110 | ' | ' | ' | ' | ' |
Fair value of warrants issued for services | ' | ' | 564,500 | ' | ' | ' | 564,500 |
Share-based compensation expense | ' | ' | 1,591,300 | ' | ' | ' | 1,591,300 |
Accrued interest on notes receivable | ' | ' | ' | ' | -1,000 | ' | -1,000 |
Reclassification of warrant liability to equity | ' | ' | 424,100 | ' | ' | ' | 424,100 |
Incremental value of Platinum note modification | ' | ' | 1,070,600 | ' | ' | ' | 1,070,600 |
Incremental value of Morrison Foerster warrant modification | ' | ' | 58,700 | ' | ' | ' | 58,700 |
Stock issued in May 2011 Private Placement, net of $202,000 placement fees, Amount | ' | 2,200 | 3,674,000 | ' | -500,000 | ' | 3,176,200 |
Stock issued in May 2011 Private Placement, net of $202,000 placement fees, Shares | ' | 2,216,106 | ' | ' | ' | ' | ' |
Payments on note receivable for sale of stock | ' | ' | ' | ' | 250,000 | ' | 250,000 |
Stock issued upon conversion of convertible promissory notes, Amount | ' | 3,500 | 6,171,300 | ' | ' | ' | 6,174,800 |
Stock issued upon conversion of convertible promissory notes, Shares | ' | 3,528,290 | ' | ' | ' | ' | ' |
Stock issued upon conversion of all series of preferred stock, Amount | ' | 2,900 | 14,531,900 | ' | ' | ' | 14,534,800 |
Stock issued upon conversion of all series of preferred stock, Shares | ' | 2,884,655 | ' | ' | ' | ' | ' |
Fair value of stock issued for services prior to the Merger, Amount | ' | 1,400 | 2,224,100 | ' | ' | ' | 2,225,500 |
Fair value of stock issued for services prior to the Merger, Shares | ' | 1,371,743 | ' | ' | ' | ' | ' |
Forgiveness of notes at the Merger, Amount | ' | ' | ' | ' | 185,100 | ' | 185,100 |
Stock issued upon exercise of modified warrants (includes Platinum exercises), Amount | ' | 3,100 | 3,426,200 | ' | ' | ' | 3,429,300 |
Stock issued upon exercise of modified warrants (includes Platinum exercises), Shares | ' | 3,121,259 | ' | ' | ' | ' | ' |
Incremental value of warrant modifications (including modification of Platinum warrants) | ' | ' | 1,028,900 | ' | ' | ' | 1,028,900 |
Fair value of bonus warrants under Discounted Warrant Exercise Program | ' | ' | 138,100 | ' | ' | ' | 138,100 |
Stock issued in Fall 2011 Follow-on Offering, Amount | ' | 100 | 111,200 | ' | ' | ' | 111,300 |
Stock issued in Fall 2011 Follow-on Offering, Shares | ' | 63,570 | ' | ' | ' | ' | ' |
Stock issued upon exercise of options from 1999 Stock Incentive Plan, Amount | ' | 100 | 102,100 | ' | ' | ' | 102,200 |
Stock issued upon exercise of options from 1999 Stock Incentive Plan, Shares | ' | 113,979 | ' | ' | ' | ' | ' |
Fair value of stock issued for services following the Merger, Amount | ' | 200 | 451,800 | ' | ' | ' | 452,000 |
Fair value of stock issued for services following the Merger, Shares | ' | 155,555 | ' | ' | ' | ' | ' |
Proceeds allocated to warrants issued and beneficial conversion feature in connection with 12% convertible notes | ' | ' | 461,700 | ' | ' | ' | 461,700 |
Stock issued in connection with note term extension, Amount | ' | ' | 22,400 | ' | ' | ' | 22,400 |
Stock issued in connection with note term extension, Shares | ' | 8,000 | ' | ' | ' | ' | ' |
Stock issued upon conversion of Platinum Note to equity (net of Platinum warrant exercise reflected above), Amount | 200 | ' | 3,387,700 | ' | ' | ' | 3,387,900 |
Stock issued upon conversion of Platinum Note to equity (net of Platinum warrant exercise reflected above), Shares | 231,090 | ' | ' | ' | ' | ' | ' |
Common stock exchanged for Series A Preferred under agreements with Platinum: Common Stock Exchange Agreement, Amount | ' | ' | 750,600 | -750,600 | ' | ' | ' |
Common stock exchanged for Series A Preferred under agreements with Platinum: Common Stock Exchange Agreement, Shares | 45,980 | ' | ' | ' | ' | ' | ' |
Common stock exchanged for Series A Preferred under agreements with Platinum: Note and Warrant Exchange Agreement, Amount | 200 | ' | 2,480,900 | -2,481,100 | ' | ' | ' |
Common stock exchanged for Series A Preferred under agreements with Platinum: Note and Warrant Exchange Agreement, Shares | 159,985 | ' | ' | ' | ' | ' | ' |
Net Loss | ' | ' | ' | ' | ' | -12,209,500 | -12,209,500 |
Ending Balance, Amount at Mar. 31, 2012 | 400 | 18,700 | 52,539,500 | -3,231,700 | -250,000 | -54,782,500 | -5,705,600 |
Ending Balance, Shares at Mar. 31, 2012 | 437,055 | 18,704,267 | ' | ' | ' | ' | ' |
Fair value of common stock issued for services, Amount | ' | 400 | 339,600 | ' | ' | ' | 340,000 |
Fair value of common stock issued for services, Shares | ' | 400,000 | ' | ' | ' | ' | ' |
Fair value of warrants issued for services | ' | ' | 106,200 | ' | ' | ' | 106,200 |
Common stock issued upon exercise of options from 1999 Stock Incentive Plan, Amount | ' | 500 | 274,000 | ' | ' | ' | 274,500 |
Common stock issued upon exercise of options from 1999 Stock Incentive Plan, Shares | ' | 549,056 | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | 1,241,300 | ' | ' | ' | 1,241,300 |
Incremental fair value of note conversion options from debt modification | ' | ' | 440,700 | ' | ' | ' | 440,700 |
Incremental value of Morrison Foerster warrant modification | ' | ' | 998,500 | ' | ' | ' | 998,500 |
Payments on note receivable for sale of stock | ' | ' | ' | ' | 66,900 | ' | 66,900 |
Common stock exchanged for Series A Preferred under agreements with Platinum: Common Stock Exchange Agreement, Amount | 100 | ' | 736,300 | -736,400 | ' | ' | ' |
Common stock exchanged for Series A Preferred under agreements with Platinum: Common Stock Exchange Agreement, Shares | 62,945 | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued upon exercise of modified warrants | ' | ' | 35,900 | ' | ' | ' | 35,900 |
Fair value of shares issued in settlement of accounts payable, amount | ' | 100 | 103,100 | ' | ' | ' | 103,200 |
Fair value of shares issued in settlement of accounts payable, shares | ' | 103,235 | ' | ' | ' | ' | ' |
Modification of note receivable from sale of stock | ' | ' | ' | ' | -26,000 | ' | -26,000 |
Fair value of warrant issued to Cato Holding Company in connection with note payable restructure | ' | ' | 120,500 | ' | ' | ' | 120,500 |
Fair value of warrant issued to Cato Holding Company in connection with accounts payable restructure | ' | ' | 486,200 | ' | ' | ' | 486,200 |
Fair value of warrant issued to University Health Network in connection with accounts payable restructure | ' | ' | 998,500 | ' | ' | ' | 998,500 |
Fair value of warrants issued to Morrison & Foerster, Cato Reearch Ltd. and University Health Network in connection with accrued interest on underlying notes | ' | ' | 49,400 | ' | ' | ' | 49,400 |
Sale of Units in Winter 2012 Private Placement, net, Amount | ' | 2,400 | 1,246,600 | ' | ' | ' | 1,249,000 |
Sale of Units in Winter 2012 Private Placement, net, Shares | ' | 2,366,330 | ' | ' | ' | ' | ' |
Exchange of February 2012 convertible notes, Amount | ' | 1,400 | 1,214,200 | ' | ' | ' | 1,215,600 |
Exchange of February 2012 convertible notes, Shares | ' | 1,357,281 | ' | ' | ' | ' | ' |
Fair value of warrants issued to banker in connection with exchange of February 2012 convertible notes | ' | ' | 28,200 | ' | ' | ' | 28,200 |
Premium of fair value over face value of Exchange Note issued to Platinum | ' | ' | 1,083,200 | ' | ' | ' | 1,083,200 |
Fair value of Series A Exchange Warrant issuable to Platinum recorded as a Warrant Liability | ' | ' | -3,068,200 | ' | ' | ' | -3,068,200 |
Proceeds allocated to beneficial conversion feature of Investment Notes issued to Platinum in October 2012, February 2013 and March 2013 | ' | ' | 958,500 | ' | ' | ' | 958,500 |
Incremental fair value of warrant modifications in Feburary 2013 | ' | ' | 67,500 | ' | ' | ' | 67,500 |
Net Loss | ' | ' | ' | ' | ' | -12,886,700 | -12,886,700 |
Ending Balance, Amount at Mar. 31, 2013 | 500 | 23,500 | 59,266,000 | -3,968,100 | -209,100 | -67,669,200 | -12,556,400 |
Ending Balance, Shares at Mar. 31, 2013 | 500,000 | 23,480,169 | ' | ' | ' | ' | ' |
Sale of common stock for cash, Amount | ' | 700 | 335,200 | ' | ' | ' | 335,900 |
Sale of common stock for cash, Shares | ' | 655,106 | ' | ' | ' | ' | ' |
Beneficial conversion feature on note | ' | ' | 100,700 | ' | ' | ' | 100,700 |
Share-based compensation expense | ' | ' | 1,137,300 | ' | ' | ' | 1,137,300 |
Payments on note receivable for sale of stock | ' | ' | ' | ' | 11,000 | ' | 11,000 |
Allocated proceeds from Sale of Units, amount | ' | ' | 36,000 | ' | ' | ' | 36,000 |
Allocated proceeds from Sale of Units, shares | ' | 50,000 | ' | ' | ' | ' | ' |
Incremental value of warrant modifications (including modification of Platinum warrants) | ' | ' | 204,300 | ' | ' | ' | 204,300 |
Fair value of warrants issued to Morrison & Foerster, Cato Reearch Ltd. and University Health Network in connection with accrued interest on underlying notes | ' | ' | 60,800 | ' | ' | ' | 60,800 |
Net Loss | ' | ' | ' | ' | ' | -2,967,700 | -2,967,700 |
Ending Balance, Amount at Mar. 31, 2014 | $500 | $26,200 | $61,976,500 | ($3,968,100) | ($198,100) | ($70,636,900) | ($12,799,900) |
Ending Balance, Shares at Mar. 31, 2014 | 500,000 | 26,200,185 | ' | ' | ' | ' | ' |
Description_of_Business
Description of Business | 12 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
Description of Business | ' |
VistaGen Therapeutics, Inc., a Nevada corporation (“VistaGen” or the “Company”), is a biotechnology company with expertise in human pluripotent stem cell technology. The Company is applying and developing its stem cell technology for drug rescue and regenerative medicine. The Company’s primary focus is on leveraging its stem cell technology platform, which it refers to as Human Clinical Trials in a Test Tube™, the human cells it produces, its novel, human cell-based bioassay systems, and medicinal chemistry to produce small molecule Drug Rescue Variants. These are new, safer variants of promising small molecule drug candidates previously discovered, developed and ultimately discontinued by pharmaceutical companies and others, after substantial investment and prior to market approval, due to unexpected heart or liver safety concerns. The Company refers to these promising drug candidates that are now potentially suitable for drug rescue as Drug Rescue Candidates These Drug Rescue Candidates have already been tested extensively and validated by a pharmaceutical or biotechnology company for their therapeutic (efficacy) and commercial potential. The key commercial objective of the Company’s drug rescue strategy is to generate revenue from license, development and commercialization arrangements involving new, safer and proprietary Drug Rescue Variants that it produces with its contract medicinal chemistry collaborator and validates internally in its human cell-based bioassay systems prior to license. The Company anticipates that each validated lead Drug Rescue Variant will be suitable as a promising drug development program, either internally or in collaboration with a strategic partner. Through stem cell technology-based drug rescue, the Company intends to become a leading source of proprietary, small molecule drug candidates to the global pharmaceutical industry. | |
In parallel with its drug rescue activities, the Company is also interested in exploring ways to leverage its stem cell technology platform for regenerative medicine purposes, with emphasis on developing novel human disease models for discovery of small molecule drugs and biologics with regenerative and therapeutic potential. The Company’s regenerative medicine focus would be based on its expertise in human biology and differentiation of human pluripotent stem cells to develop functional adult human cells and tissues involved in human disease, including blood, bone, cartilage, heart, liver and insulin-producing pancreatic beta-islet cells. Among its key objectives will be to explore regenerative medicine opportunities through pilot nonclinical proof-of-concept studies, after which the Company intends to assess any potential opportunities for further development and commercialization of therapeutically and commercially promising regenerative medicine programs, either on its own or with strategic partners. | |
AV-101 is VistaGen's orally-available, small molecule prodrug candidate which has successfully completed Phase 1 clinical development in the Unites States for treatment of neuropathic pain, a serious and chronic condition causing pain after an injury or disease of the peripheral or central nervous system that affects millions of people worldwide. The NIH awarded VistaGen approximately $8.8 million for preclinical and Phase 1 clinical development of AV-101. The Company intends to pursue potential opportunities for further clinical development and commercialization of AV-101 for neuropathic pain, epilepsy and depression, on its own and with strategic partners. In the event that it successfully completes a strategic partnering arrangement for AV-101, the Company plans to use the net proceeds from such an arrangement to expand its stem cell technology-based drug rescue and regenerative medicine programs. | |
VistaGen is in the development stage and, since inception, has devoted substantially all of its time and efforts to human pluripotent stem cell technology research and development, including, among other things, bioassay system development, small molecule drug development, creating, protecting and patenting intellectual property, recruiting personnel and raising working capital. | |
The Merger | |
VistaGen Therapeutics, Inc., a California corporation incorporated on May 26, 1998 (“VistaGen California”), is a wholly-owned subsidiary of the Company. Excaliber Enterprises, Ltd. (“Excaliber”), a publicly-held company (formerly OTCBB: EXCA) was incorporated under the laws of the State of Nevada on October 6, 2005. Pursuant to a strategic merger transaction on May 11, 2011, Excaliber acquired all outstanding shares of VistaGen California in exchange for 6,836,452 shares of the Company’s common stock and assumed all of VistaGen California’s pre-Merger obligations (the “Merger”). Shortly after the Merger, Excaliber’s name was changed to “VistaGen Therapeutics, Inc.” (a Nevada corporation). | |
VistaGen California, as the accounting acquirer in the Merger, recorded the Merger as the issuance of common stock for the net monetary assets of Excaliber, accompanied by a recapitalization. The accounting treatment for the Merger was identical to that resulting from a reverse acquisition, except that the Company recorded no goodwill or other intangible assets. A total of 1,569,000 shares of common stock, representing the shares held by stockholders of Excaliber immediately prior to the Merger and effected for a post-Merger two-for-one (2:1) stock split, have been retroactively reflected as outstanding for all periods presented in the accompanying Consolidated Financial Statements of the Company. Additionally, the accompanying Consolidated Balance Sheets of the Company retroactively reflect the $0.001 par value of Excaliber’s common stock. | |
In October 2011, the Company’s stockholders amended the Company’s Articles of Incorporation to authorize the Company to issue up to 200 million shares of common stock and up to 10 million shares of preferred stock and to authorize the Company’s Board of Directors to prescribe the classes, series and the number of each class or series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock. In December 2011, the Company’s Board of Directors authorized the creation of a series of up to 500,000 shares of Series A Preferred Stock, par value $0.001 (“Series A Preferred”), all of which are held by Platinum Long Term Growth VII, LLC (“Platinum”), currently the Company’s largest institutional security holder. Pursuant to the Note Exchange and Purchase Agreement of October 11, 2012, as amended, between the Company and Platinum, Platinum has the right and option to exchange the 500,000 shares of the Company’s Series A Preferred it holds for (i) 15,000,000 restricted shares of the Company’s common stock, and (ii) a five-year warrant to purchase 7,500,000 restricted shares of the Company’s common stock at an exercise price of $0.50 per share (see Note 10, Capital Stock). | |
The Consolidated Financial Statements of the Company in this Report represent the activity of VistaGen California from May 26, 1998, and the consolidated activity of VistaGen California and Excaliber (now VistaGen Therapeutics, Inc., a Nevada corporation), from May 11, 2011 (the date of the Merger). The Consolidated Financial Statements of the Company included in this Report also include the accounts of VistaGen California’s two wholly-owned subsidiaries, Artemis Neuroscience, Inc., a Maryland corporation (“Artemis”), and VistaStem Canada, Inc., a corporation organized under the laws of Ontario, Canada (“VistaStem Canada”). |
Basis_of_Presentation_and_Goin
Basis of Presentation and Going Concern | 12 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
Basis of Presentation and Going Concern | ' |
The accompanying Consolidated Financial Statements of the Company have been prepared assuming the Company will continue as a going concern. As a development stage company without sustainable revenues, VistaGen has experienced recurring losses and negative cash flows from operations. From inception through March 31, 2014, VistaGen has a deficit accumulated during its development stage of $70.6 million. The Company expects these conditions to continue for the foreseeable future as it expands its Human Clinical Trials in a Test Tube™ platform and executes its drug rescue programs and, potentially, regenerative medicine programs. | |
Since its inception in May 1998 and through March 2014, the Company has financed its operations and technology acquisitions primarily through the issuance and sale of equity and debt securities, including convertible promissory notes and short-term promissory notes, for aggregate cash proceeds of approximately $26.0 million, as well as from an aggregate of approximately $16.4 million of government research grant awards, strategic collaboration payments and other revenues. Additionally, during the same period, the Company has issued equity securities with an approximate aggregate value at issuance of $12.6 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to the Company or as compensation for such services. At March 31, 2014, the Company did not have sufficient cash or cash equivalents to enable it to fund its operations, including expected cash expenditures of approximately $5 million, through the next twelve months. To meet its cash needs and fund its working capital requirements after March 31, 2014 and prior to a debt- or equity-based financing, through June 19, 2014, the Company entered into securities purchase agreements with accredited investors and institutions pursuant to which it sold to such accredited investors units of our securities (“Units”), for aggregate proceeds of $1,465,000, consisting of: (i) 10% subordinate convertible promissory notes in the aggregate face amount of $1,465,000 maturing on March 31, 2015; (ii) an aggregate of 1,465,000 restricted shares of its common stock; and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 1,465,000 restricted shares of its common stock at an exercise price of $0.50 per share. | |
In April 2013, the Company entered into a Securities Purchase Agreement (as amended, “Securities Purchase Agreement”) with Autilion AG, a company organized and existing under the laws of Switzerland (“Autilion”), under which Autilion is contractually obligated to purchase an aggregate of 72.0 million restricted shares of the Company’s common stock at a purchase price of $0.50 per share for aggregate cash proceeds to the Company of $36.0 million (the “Autilion Financing”). To date, Autilion has completed only a nominal closing under the Securities Purchase Agreement. Therefore, Autilion is in default under the Securities Purchase Agreement, and the Company can provide no assurance that Autilion will complete a material closing under the Securities Purchase Agreement. In the event that Autilion does not complete a material portion of the Autilion Financing pursuant to the Securities Purchase Agreement in the near term, the Company will need to obtain from $4.0 million to $6.0 million from alternative financing sources to execute its business plan over the next twelve to fifteen months. Substantial additional financing may not be available to the Company on a timely basis, on acceptable terms, or at all. In the event the Company is unable to obtain substantial additional financing on a timely basis, its business, financial condition, and results of operations may be harmed, the price of its stock may decline, and it may not be able to continue as a going concern. | |
To meet its working capital needs during the fiscal year ended March 31, 2014, the Company issued an additional Senior Secured Convertible Promissory Note to Platinum, and sold Units consisting of convertible promissory notes, shares of its restricted common stock and warrants to purchase restricted shares of its common stock, to accredited investors in private placements as described more completely in Note 9, Convertible Promissory Notes and Other Notes Payable, and Note 10, Capital Stock. To provide working capital for operations from March 31, 2014 through the date of this report, the Company completed private placements of its securities to Platinum and other accredited investors resulting in aggregate cash proceeds of $1,465,000, as described in Note 17, Subsequent Events. | |
To the extent necessary, the Company may also seek to meet its future cash needs and fund its working capital requirements through a combination of additional private placements of its securities, which may include both debt and equity securities, research and development collaborations, license fees, and government grant awards. Alternatively, the Company may seek to raise additional capital through a registered public offering of its securities. In May 2014, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission covering the potential sale of shares of its common stock in a registered public offering. Additionally, the Company believes that its participation in strategic collaborations, including licensing transactions, may provide additional cash in support of its future working capital requirements. If the Company is unable to obtain sufficient financing from the Autilion Financing or alternative sources, it may be required to reduce, defer, or discontinue certain of its research and development activities or it may not be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, those relating to stock-based compensation, revenue recognition, and the assumptions used to value warrants, warrant modifications and warrant liabilities. | |||||||||
Principles of Consolidation | |||||||||
The accompanying consolidated financial statements include the Company’s accounts, and the accounts of VistaGen California’s wholly-owned inactive subsidiaries, Artemis Neurosciences and VistaStem Canada. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents are considered to be highly liquid investments with maturities of three months or less at the date of purchase. | |||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from five to seven years. | |||||||||
Impairment or Disposal of Long-Lived Assets | |||||||||
The Company evaluates its long-lived assets, primarily property and equipment, for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use or eventual disposition. If the estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company records an impairment loss in the amount by which the carrying value of the assets exceeds their fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company depreciates or amortizes the net book value of the assets over the newly determined remaining useful lives. The Company has not recorded any impairment charges to date. | |||||||||
Revenue Recognition | |||||||||
Although the Company does not currently have any such arrangements, it has historically generated revenue principally from collaborative research and development arrangements, technology transfer agreements, including strategic licenses, and government grants. Revenue arrangements with multiple components are divided into separate units of accounting if certain criteria are met, including whether the delivered component has stand-alone value to the customer. Consideration received is allocated among the separate units of accounting based on their respective selling prices. The selling price for each unit is based on vendor-specific objective evidence, or VSOE, if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available. The applicable revenue recognition criteria are then applied to each of the units. | |||||||||
The Company recognizes revenue when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) the transfer of technology has been completed or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For each source of revenue, the Company complies with the above revenue recognition criteria in the following manner: | |||||||||
● Collaborative arrangements typically consist of non-refundable and/or exclusive up front technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if the Company has continuing performance obligations and has no objective and reliable evidence of the fair value of those obligations. The Company recognizes non-refundable upfront technology access fees under agreements in which it has a continuing performance obligation ratably, on a straight-line basis, over the period in which the Company is obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached. | |||||||||
● Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees, development and/or regulatory milestone payments and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of the Company’s continuing involvement, and, in the case of development and/or regulatory milestone payments, when the applicable event triggering such a payment has occurred. | |||||||||
● Government grants, which support the Company’s research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. Grant revenue is recognized when associated project costs are incurred. | |||||||||
Research and Development Expenses | |||||||||
Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses of the Company’s internal scientific personnel and direct project costs. External research and development expenses consist of sponsored stem cell research and development costs, costs associated with non-clinical and clinical drug rescue and development activities, including development of AV-101, the Company’s drug development candidate which has successfully completed Phase 1 development, and costs related to protection of the Company’s intellectual property, including, but not limited to, application and prosecution of patents related to the Company’s stem cell technology platform, Human Clinical Trials in a Test Tube, and AV-101. All such research and development costs are charged to expense as incurred. | |||||||||
Stock-Based Compensation | |||||||||
The Company recognizes compensation cost for all stock-based awards to employees in its financial statements based on their grant date fair value. Stock-based compensation expense is recognized over the period during which the employee is required to perform service in exchange for the award, which generally represents the scheduled vesting period of options and warrants to purchase shares of the Company’s common stock. The Company has no awards with market or performance conditions. For stock-based awards to non-employees, the Company re-measures the fair value of such awards as they vest and the resulting value is recognized as an expense during the period over which applicable services are performed by the recipient. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes using the asset and liability approach for financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce the deferred tax assets to an amount expected to be realized. | |||||||||
Concentrations of Credit Risk | |||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s investment policies limit any such investments to short-term, low-risk investments. The Company deposits cash and cash equivalents with quality financial institutions and is insured to the maximum of federal limitations. Balances in these accounts may exceed federally insured limits at times. | |||||||||
Warrant Liability | |||||||||
The Company has issued certain warrants to Platinum and, subject to Platinum’s exercise of its rights to exchange shares of the Company’s Series A Preferred that it holds, the Company is also obligated to issue an additional warrant to Platinum, that contain an exercise price adjustment feature in the event the Company subsequently issues additional equity instruments at a price lower than the exercise price of the warrants. The Company accounts for these warrants as non-cash liabilities and estimates their fair value as described in Note 4, Fair Value Measurements; Note 9, Convertible Promissory Notes and Other Notes Payable, and Note 10, Capital Stock. The Company computes the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in determining the fair value of the warrant and the related liability is the Company‘s stock price, which is subject to significant fluctuation and is not under the Company’s control. The resulting change in the fair value of the warrant liability on the Company’s net income or loss is therefore also subject to significant fluctuation and will continue to be so until all of the warrants are issued and exercised, amended or expire. Assuming all other fair value inputs remain generally constant, the Company will record an increase in the warrant liability and non-cash expense when its stock price increases and a decrease in the warrant liability and non-cash income when its stock price decreases. | |||||||||
Comprehensive Loss | |||||||||
The Company has no components of other comprehensive loss other than net loss, and accordingly the Company’s comprehensive loss is equivalent to its net loss for the periods presented. | |||||||||
Loss per Common Share | |||||||||
Basic income (loss) per share of common stock excludes the effect of dilution and is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted income (loss) per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. In calculating diluted net income (loss) per share, the Company adjusts the numerator for the change in the fair value of the warrant liability attributable to outstanding warrants, only if dilutive, and increases the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. As a result of the Company’s net loss for both periods presented, potentially dilutive securities were excluded from the computation, as their effect would be antidilutive. Additionally, no potentially dilutive securities were assumed to be converted into common shares and outstanding during either period for purposes of calculating diluted earnings per share. | |||||||||
Basic and diluted net loss attributable to common stockholders per share was computed as follows: | |||||||||
Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net loss attributable to common stockholders for basic earnings per share | $ | (2,967,700 | ) | $ | (23,079,900 | ) | |||
less: change in fair value of warrant liability attributable to Exchange, | |||||||||
Investment and July 2013 Warrants issued to Platinum | (1,219,500 | ) | - | ||||||
Net loss for diluted earnings per share attributable to common stockholders | $ | (4,187,200 | ) | $ | (23,079,900 | ) | |||
Denominator: | |||||||||
Weighted average basic common shares outstanding | 21,973,149 | 18,108,444 | |||||||
Assumed conversion of dilutive securities: | |||||||||
Warrants to purchase common stock | - | - | |||||||
Potentially dilutive common shares assumed converted | - | - | |||||||
Denominator for diluted earnings per share - adjusted | |||||||||
weighted average shares | 21,973,149 | 18,108,444 | |||||||
Basic net loss attributable to common stockholders per common share | $ | (0.14 | ) | $ | (1.27 | ) | |||
Diluted net loss attributable to common stockholders per common share | $ | (0.19 | ) | $ | (1.27 | ) | |||
Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2014 and 2013 are as follows: | |||||||||
Fiscal Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Series A preferred stock issued and outstanding (1) | 15,000,000 | 15,000,000 | |||||||
Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 | 7,500,000 | |||||||
Outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 | 4,912,604 | |||||||
Outstanding warrants to purchase common stock | 17,095,633 | 14,660,335 | |||||||
10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2014 (2) | 7,495,957 | 6,775,682 | |||||||
10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2014 | 535,506 | - | |||||||
10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014 | 2,186,811 | - | |||||||
Total | 54,063,178 | 48,848,621 | |||||||
____________ | |||||||||
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum | |||||||||
(2) Assumes conversion under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum and the terms of the individual notes | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first annual period beginning after December 15, 2016, using one of two retrospective application methods. The Company is currently evaluating the impact on its Consolidated Financial Statements of adopting this ASU. | |||||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements for development stage entities. Among other changes, this ASU will no longer require development stage entities to present inception-to-date information about income statement line items, cash flows, and equity transactions. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The Company’s adoption of this ASU will result in the elimination of the inception-to-date information currently included in its Consolidated Statements of Operations and Comprehensive Loss, Cash Flows and Stockholders’ Deficit effective with the fiscal year beginning in April 2015. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
The Company follows the principles of fair value accounting as they relate to its financial assets and financial liabilities. Fair value is defined as the estimated exit price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, rather than an entry price that represents the purchase price of an asset or liability. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on several factors, including the instrument’s complexity. The required fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels is described as follows: | |||||||||||||||||
● | Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | ||||||||||||||||
● | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
● | Level 3 — Unobservable inputs (i.e., inputs that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in estimating the fair value of an asset or liability) are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | ||||||||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Where quoted prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. If quoted market prices are not available for the specific financial instrument, then the Company estimates fair value by using pricing models, quoted prices of financial instruments with similar characteristics or discounted cash flows. In certain cases where there is limited activity or less transparency around inputs to valuation, financial assets or liabilities are classified as Level 3 within the valuation hierarchy. | |||||||||||||||||
The Company does not use derivative instruments for hedging of market risks or for trading or speculative purposes. In conjunction with the Senior Secured Convertible Promissory Notes and related Exchange Warrant and Investment Warrants issued to Platinum in October 2012, February 2013 and March 2013 (see Note 9, Convertible Promissory Notes and Other Notes Payable), and the potential issuance of the Series A Exchange Warrant (see Note 10, Capital Stock), all pursuant to the October 2012 Agreement, and the Senior Secured Convertible Promissory Note and related warrant issued to Platinum in July 2013, the Company determined that the warrants included certain exercise price adjustment features requiring the warrants to be treated as liabilities, which were recorded at their estimated fair value. The Company determined the fair value of the warrant liability using a Monte Carlo simulation model with Level 3 inputs. Inputs used to determine fair value include the remaining contractual term of the notes, risk-free interest rates, expected volatility of the price of the underlying common stock, and the probability of a financing transaction that would trigger a reset in the warrant exercise price, and, in the case of the Series A Exchange Warrant, the probability of Platinum’s exchange of the shares of Series A Preferred it holds into shares of common stock. Changes in the fair value of these warrant liabilities have been recognized as non-cash income or expense in the Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended March 31, 2014 and 2013. | |||||||||||||||||
The fair value hierarchy for liabilities measured at fair value on a recurring basis is as follows: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Total Carrying Value | Quoted Prices inActive Markets forIdentical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
March 31, 2014: | |||||||||||||||||
Warrant liability | $ | 2,973,900 | $ | - | $ | - | $ | 2,973,900 | |||||||||
March 31, 2013: | |||||||||||||||||
Warrant liability | $ | 6,394,000 | $ | - | $ | - | $ | 6,394,000 | |||||||||
During the fiscal years ended March 31, 2014 and 2013, there were no significant changes to the valuation models used for purposes of determining the fair value of the Level 3 warrant liability. | |||||||||||||||||
The changes in Level 3 liabilities measured at fair value on a recurring basis are as follows: | |||||||||||||||||
(Level 3) | |||||||||||||||||
Warrant Liability | |||||||||||||||||
Balance at March 31, 2012 | $ | - | |||||||||||||||
Recognition of warrant liability upon issuance of Exchange and Investment Warrants to Platinum under October 2012 Agreement | 1,690,000 | ||||||||||||||||
Recognition of warrant liability in connection with Series A Exchange Warrant potentially issuable to Platinum under October 2012 Agreement | 3,068,200 | ||||||||||||||||
Mark to market loss included in net loss | 1,635,800 | ||||||||||||||||
Balance at March 31, 2013 | 6,394,000 | ||||||||||||||||
Recognition of warrant liability upon issuance of Senior Secured Convertible Promissory Note and warrant to Platinum on July 26, 2013 | 146,800 | ||||||||||||||||
Mark to market gain included in net loss | (3,566,900 | ) | |||||||||||||||
Balance at March 31, 2014 | $ | 2,973,900 | |||||||||||||||
No assets or other liabilities were measured on a recurring basis at fair value at March 31, 2014 or 2013. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Insurance | $ | 21,800 | $ | 19,700 | |||||
Legal fees | 3,400 | 3,400 | |||||||
Interest receivable on note receivable from sale of common stock | 2,800 | 1,600 | |||||||
Technology license fees and all other | 12,500 | 9,000 | |||||||
$ | 40,500 | $ | 33,700 | ||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment consists of the following: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Laboratory equipment | $ | 653,600 | $ | 649,500 | |||||
Tenant improvements | 27,000 | - | |||||||
Computers and network equipment | 32,100 | 12,900 | |||||||
Office furniture and equipment | 69,600 | 69,600 | |||||||
782,300 | 732,000 | ||||||||
Accumulated depreciation and amortization | (606,000 | ) | (551,300 | ) | |||||
Property and equipment, net | $ | 176,300 | $ | 180,700 | |||||
In connection with the issuance of Senior Secured Convertible Promissory Notes to Platinum in July and August 2012, and under the October 2012 Agreement with Platinum, the Company entered into a Security Agreement with Platinum under which the repayment of all amounts due under the terms of the various Senior Secured Convertible Promissory Notes is secured by the Company’s assets, including its tangible and intangible personal property, licenses, patent licenses, trademarks and trademark licenses (see Note 9, Convertible Promissory Notes and Other Notes Payable). |
AV101_Acquisition
AV-101 Acquisition | 12 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | ' |
AV-101 Acquisition | ' |
In November 2003, pursuant to an Agreement and Plan of Merger (the “Artemis Agreement”), the Company acquired Artemis Neurosciences (“Artemis”), a privately-held company also in the development stage, for the purpose of acquiring exclusive licenses to patents and other intellectual property related to the use and function of AV-101, a prodrug candidate then in nonclinical development, with the potential to treat neuropathic pain, depression, and other neurological diseases and disorders, epilepsy, Huntington’s disease and Parkinson’s disease. Pursuant to the Artemis Agreement, all shares of Artemis common stock were converted into shares of VistaGen California’s Series B-1 Preferred Stock, resulting in VistaGen California’s pre-merger issuance of 1,356,750 shares of its Series B-1 Preferred Stock, valued, pre-merger, at $5.545 per share, resulting in the pre-merger purchase price of all outstanding shares of Artemis of $7,523,200. The total purchase price was allocated to AV-101 acquired in-process research and development and was expensed concurrent with the Artemis acquisition, since AV-101 required further research and development before the Company could commence clinical trials and did not have any proven alternative future uses. | |
To date, the Company has received an aggregate of $8.8 million from the NIH for non-clinical and clinical development of AV-101. The Company successfully completed a Phase 1a clinical trial of AV-101 during the fiscal year ended March 31, 2012 and successfully completed a Phase 1b clinical trial of AV-101 in the fiscal year ended March 31, 2013. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Accrued Expenses | ' | ||||||||
Accrued expenses consist of: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Accrued professional services | $ | 135,700 | $ | 67,800 | |||||
Accrued compensation | 489,900 | 219,300 | |||||||
Accrued royalties and license fees | - | 25,000 | |||||||
All other | - | 30,800 | |||||||
$ | 625,600 | $ | 342,900 | ||||||
Convertible_Promissory_Notes_a
Convertible Promissory Notes and Other Notes Payable | 12 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||||
Convertible Promissory Notes and Other Notes Payable | ' | ||||||||||||||||||||||||
The following table summarizes the components of the Company’s convertible promissory notes and other notes payable: | |||||||||||||||||||||||||
31-Mar-14 | 31-Mar-13 | ||||||||||||||||||||||||
Principal | Accrued | Principal | Accrued | ||||||||||||||||||||||
Balance | Interest | Total | Balance | Interest | Total | ||||||||||||||||||||
Senior Secured 10% Convertible Promissory Notes issued to Platinum: | |||||||||||||||||||||||||
Exchange Note issued on October 11, 2012 | $ | 1,272,600 | $ | 203,400 | $ | 1,476,000 | $ | 1,272,600 | $ | 61,700 | $ | 1,334,300 | |||||||||||||
Investment Note issued on October 11, 2012 | 500,000 | 79,900 | 579,900 | 500,000 | 24,200 | 524,200 | |||||||||||||||||||
Investment Note issued on October 19, 2012 | 500,000 | 78,600 | 578,600 | 500,000 | 23,000 | 523,000 | |||||||||||||||||||
Investment Note issued on February 22, 2013 | 250,000 | 29,400 | 279,400 | 250,000 | 2,600 | 252,600 | |||||||||||||||||||
Investment Note issued on March 12, 2013 | 750,000 | 84,100 | 834,100 | 750,000 | 4,700 | 754,700 | |||||||||||||||||||
3,272,600 | 475,400 | 3,748,000 | 3,272,600 | 116,200 | 3,388,800 | ||||||||||||||||||||
Convertible promissory note issued on July 26, 2013 | 250,000 | 17,700 | 267,700 | - | - | - | |||||||||||||||||||
Total Senior notes | 3,522,600 | 493,100 | 4,015,700 | 3,272,600 | 116,200 | 3,388,800 | |||||||||||||||||||
Aggregate note discount | (2,085,900 | ) | - | (2,085,900 | ) | (1,963,100 | ) | - | (1,963,100 | ) | |||||||||||||||
Net Senior notes (non-current) | $ | 1,436,700 | $ | 493,100 | $ | 1,929,800 | $ | 1,309,500 | $ | 116,200 | $ | 1,425,700 | |||||||||||||
10% Convertible Promissory Notes (Unit Notes) | |||||||||||||||||||||||||
2013/2014 Unit Notes, due 7/31/14 | $ | 1,007,500 | $ | 35,700 | $ | 1,043,200 | $ | - | $ | - | $ | - | |||||||||||||
2014 Unit Note, due 3/31/15 | 50,000 | 200 | 50,200 | - | - | - | |||||||||||||||||||
1,057,500 | 35,900 | 1,093,400 | - | - | - | ||||||||||||||||||||
Note discounts | (697,400 | ) | - | (697,400 | ) | - | - | - | |||||||||||||||||
Net convertible notes (all current) | $ | 360,100 | $ | 35,900 | $ | 396,000 | $ | - | $ | - | $ | - | |||||||||||||
Notes Payable to unrelated parties: | |||||||||||||||||||||||||
7.5% Notes payable to service providers for | |||||||||||||||||||||||||
accounts payable converted to notes payable: | |||||||||||||||||||||||||
Burr, Pilger, Mayer | $ | 90,400 | $ | 6,800 | $ | 97,200 | $ | 90,400 | $ | - | $ | 90,400 | |||||||||||||
Desjardins | 178,600 | 14,100 | 192,700 | 194,100 | 800 | 194,900 | |||||||||||||||||||
McCarthy Tetrault | 360,900 | 24,800 | 385,700 | 403,100 | 1,700 | 404,800 | |||||||||||||||||||
August 2012 Morrison & Foerster Note A | 918,200 | 87,900 | 1,006,100 | 937,400 | - | 937,400 | |||||||||||||||||||
August 2012 Morrison & Foerster Note B (1) | 1,379,400 | 195,200 | 1,574,600 | 1,379,400 | 60,100 | 1,439,500 | |||||||||||||||||||
University Health Network (1) | 549,500 | 60,600 | 610,100 | 549,500 | 19,400 | 568,900 | |||||||||||||||||||
3,477,000 | 389,400 | 3,866,400 | 3,553,900 | 82,000 | 3,635,900 | ||||||||||||||||||||
Note discount | (848,100 | ) | - | (848,100 | ) | (1,142,600 | ) | - | (1,142,600 | ) | |||||||||||||||
2,628,900 | 389,400 | 3,018,300 | 2,411,300 | 82,000 | 2,493,300 | ||||||||||||||||||||
less: current portion | (1,130,100 | ) | (133,600 | ) | (1,263,700 | ) | (450,300 | ) | (2,500 | ) | (452,800 | ) | |||||||||||||
non-current portion and discount | $ | 1,498,800 | $ | 255,800 | $ | 1,754,600 | $ | 1,961,000 | $ | 79,500 | $ | 2,040,500 | |||||||||||||
5.75% and 10.25% Notes payable to insurance | |||||||||||||||||||||||||
premium financing company (current) | $ | 4,900 | $ | - | $ | 4,900 | $ | 4,200 | $ | - | $ | 4,200 | |||||||||||||
10% Notes payable to vendors for accounts | |||||||||||||||||||||||||
payable converted to notes payable | $ | 119,400 | $ | 34,700 | $ | 154,100 | $ | 128,800 | $ | 23,300 | $ | 152,100 | |||||||||||||
less: current portion | (119,400 | ) | (34,700 | ) | (154,100 | ) | (128,800 | ) | (23,300 | ) | (152,100 | ) | |||||||||||||
non-current portion | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
7.0% Note payable (August 2012) | $ | 58,800 | $ | 3,800 | $ | 62,600 | $ | 59,400 | $ | - | $ | 59,400 | |||||||||||||
less: current portion | (15,800 | ) | (3,800 | ) | (19,600 | ) | (8,100 | ) | - | (8,100 | ) | ||||||||||||||
7.0% Notes payable - non-current portion | $ | 43,000 | $ | - | $ | 43,000 | $ | 51,300 | $ | - | $ | 51,300 | |||||||||||||
Total notes payable to unrelated parties | $ | 3,660,100 | $ | 427,900 | $ | 4,088,000 | $ | 3,746,300 | $ | 105,300 | $ | 3,851,600 | |||||||||||||
less: current portion | (1,270,200 | ) | (172,100 | ) | (1,442,300 | ) | (591,400 | ) | (25,800 | ) | (617,200 | ) | |||||||||||||
non-current portion | 2,389,900 | 255,800 | 2,645,700 | 3,154,900 | 79,500 | 3,234,400 | |||||||||||||||||||
less: discount | (848,100 | ) | - | (848,100 | ) | (1,142,600 | ) | - | (1,142,600 | ) | |||||||||||||||
$ | 1,541,800 | $ | 255,800 | $ | 1,797,600 | $ | 2,012,300 | $ | 79,500 | $ | 2,091,800 | ||||||||||||||
Notes payable to related parties: | |||||||||||||||||||||||||
October 2012 7.5% Note to Cato Holding Co. | $ | 293,600 | $ | 30,800 | $ | 324,400 | $ | 293,600 | $ | 7,400 | $ | 301,000 | |||||||||||||
October 2012 7.5% Note to Cato Research Ltd. (1) | 1,009,000 | 117,300 | 1,126,300 | 1,009,000 | 36,200 | 1,045,200 | |||||||||||||||||||
1,302,600 | 148,100 | 1,450,700 | 1,302,600 | 43,600 | 1,346,200 | ||||||||||||||||||||
Note discount | (103,200 | ) | - | (103,200 | ) | (147,200 | ) | - | (147,200 | ) | |||||||||||||||
Total notes payable to related parties | 1,199,400 | 148,100 | 1,347,500 | 1,155,400 | 43,600 | 1,199,000 | |||||||||||||||||||
less: current portion | (259,600 | ) | (30,800 | ) | (290,400 | ) | (85,600 | ) | (7,400 | ) | (93,000 | ) | |||||||||||||
non-current portion and discount | $ | 939,800 | $ | 117,300 | $ | 1,057,100 | $ | 1,069,800 | $ | 36,200 | $ | 1,106,000 | |||||||||||||
____________ | |||||||||||||||||||||||||
(1) Note and interest payable solely in restricted shares of the Company's common stock. | |||||||||||||||||||||||||
Senior Secured Convertible Promissory Notes issued to Platinum | |||||||||||||||||||||||||
On July 2, 2012 and on August 31, 2012, the Company issued to Platinum senior secured convertible promissory notes in the principal amount of $500,000 (the “July 2012 Platinum Note”) and $750,000 (the "August 2012 Platinum Note"), respectively. The July 2012 Platinum Note and the August 2012 Platinum Note each accrued interest at the rate of 10% per annum and were due and payable on July 2, 2015. The July 2012 Platinum Note and the August 2012 Platinum Note were each mandatorily convertible into securities that the Company might have issued in an equity, equity-based, or debt financing, or series of financings, subsequent to the issuance of the note resulting in gross proceeds to the Company of at least $3,000,000, excluding any additional investment by Platinum. | |||||||||||||||||||||||||
On October 11, 2012, the Company and Platinum entered into a Note Exchange and Purchase Agreement (the “October 2012 Agreement”) in which the July 2012 Platinum Note and the August 2012 Platinum Note (together, the “Existing Notes”), as well as the related accrued interest, were consolidated into and exchanged for a single senior secured convertible note in the amount of $1,272,577 (the “Exchange Note”) and Platinum agreed to purchase four additional 10% senior secured convertible promissory notes in the aggregate principal amount of $2.0 million (the “Investment Notes”), issuable over four separate $500,000 tranches between October 2012 and December 2012. The first and second $500,000 Investment Notes, in the aggregate principal amount of $1.0 million, were purchased by Platinum on October 11, 2012 and October 19, 2012, respectively. The Company and Platinum also entered into an amended and restated Security Agreement to secure repayment of all obligations due and payable under the terms of the Investment Notes and Exchange Note. | |||||||||||||||||||||||||
On November 14, 2012 and January 31, 2013, the Company and Platinum entered into amendments to the October 2012 Agreement (the “NEPA Amendments”), pursuant to which the final two $500,000 tranches contemplated by the October 2012 Agreement were combined into a single Investment Note in the aggregate principal amount of $1.0 million (the “$1.0 Million Note”). Under the terms and conditions of the NEPA Amendment, Platinum agreed to purchase the $1.0 Million Note within five business days of the Company's notice to Platinum of the consummation of a debt or equity financing, or combination of financings, prior to February 15, 2013, resulting in gross proceeds to the Company of at least $1.0 million (the “Additional Financing Requirement”). The Company satisfied the Additional Financing Requirement on February 12, 2013 (See Note 10, Capital Stock). Effective February 22, 2013, the Company and Platinum entered into an additional amendment to the October 2012 Agreement pursuant to which Platinum agreed to purchase an Investment Note in the face amount of $250,000 on February 22, 2013 and an additional Investment Note in the face amount of $750,000 on or before March 12, 2013, which Investment Note was issued by the Company and purchased by Platinum on March 12, 2013. | |||||||||||||||||||||||||
The Exchange Note and each Investment Note (together, the “Notes”) accrue interest at a rate of 10% per annum and, subject to certain limitations and exceptions set forth in the Notes, unless converted earlier and voluntarily by Platinum, will be due and payable in restricted shares of the Company’s common stock on October 11, 2015, or three years from the date of issuance, as determined by the terms of the Investment Notes. Subject to certain terms and conditions, at maturity, all principal and accrued interest under the Notes will be paid by the Company through the issuance of restricted shares of common stock to Platinum. Subject to certain potential adjustments set forth in the Notes, the number of restricted shares of common stock issuable as payment in full for each of the Notes at maturity will be calculated by dividing the outstanding Note balance plus accrued interest by $0.50 per share. Prior to maturity, the outstanding principal and any accrued interest on the Exchange Note and each of the Investment Notes is convertible, in whole or in part, at Platinum’s option into shares of the Company’s common stock at a conversion price of $0.50 per share, subject to certain adjustments. The conversion feature in each of the Notes constituted a beneficial conversion feature at the date of issuance. | |||||||||||||||||||||||||
As additional consideration for the purchase of the Investment Notes, the Company issued to Platinum warrants to purchase an aggregate of 2,000,000 shares of the Company’s common stock, issuable in separate tranches together with each Investment Note, of which a warrant to purchase 500,000 shares was issued to Platinum on October 11, 2012 and on October 19, 2012, a warrant to purchase 250,000 shares was issued to Platinum on February 22, 2013 and a warrant to purchase 750,000 shares was issued to Platinum on March 12, 2013 (each an “Investment Warrant”). In addition, the Company issued Platinum a warrant to purchase 1,272,577 shares of the Company’s common stock in connection with the issuance of the Exchange Note (the “Exchange Warrant”). At issuance, the Platinum Exchange Warrant and each Investment Warrant had a term of five years and an exercise price of $1.50 per share, subject to certain adjustments. Effective on May 24, 2013, the Company and Platinum entered into an Amendment and Waiver pursuant to which the Company agreed to reduce the exercise price of the Exchange Warrant and the Investment Warrants from $1.50 per share to $0.50 per share in consideration for Platinum’s agreement to waive its rights for any increase in the number of shares of common stock issuable under the adjustment provisions of the Exchange Warrant and the Investment Warrants that would otherwise occur from certain issuances and prospective issuances of Company securities, including issuances pursuant to the Autilion Financing and the 2012 Private Placement of Units (see Note 10, Capital Stock), at a price of less than $1.50 per share. | |||||||||||||||||||||||||
On July 26, 2013, the Company issued an additional senior secured convertible promissory note in the principal amount of $250,000 to Platinum (the “July 2013 Note”). The July 2013 Note matures on July 26, 2016 and accrues interest at a rate of 10% per annum. Subject to certain terms and conditions, at maturity, all principal and accrued interest under the July 2013 Note will be paid by the Company through the issuance of restricted shares of common stock to Platinum. Subject to certain potential adjustments set forth in the July 2013 Note, the number of restricted shares of common stock issuable as payment in full for the July 2013 Note at maturity will be calculated by dividing the outstanding balance plus accrued interest of the July 2013 Note by $0.50 per share. In the same manner as the Exchange Note and the Investment Notes, prior to maturity, the outstanding principal and any accrued interest on the July 2013 Note is convertible, in whole or in part, at Platinum’s option into shares of the Company’s restricted common stock at a conversion price of $0.50 per share, subject to certain adjustments. The conversion feature in the July 2013 Note constituted a beneficial conversion feature at the date of issuance. As additional consideration for the purchase of the July 2013 Note, the Company issued to Platinum a five-year warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.50 per share (the “July 2013 Warrant”). | |||||||||||||||||||||||||
As a result of the beneficial conversion feature in the Exchange Note and the issuance of the Exchange Warrant, the Company determined that the cancellation of the Existing Notes and the issuance of the Exchange Note should be accounted for as an extinguishment of debt. The Company determined that the fair value of the Exchange Note, including the beneficial conversion feature, was $2,355,800 using a Monte Carlo simulation model and inception-date assumptions including market price of common stock of $0.75 per share; stock price volatility of 85%; risk-free interest rate of 0.67%; conversion price of $0.50 per share; note term of 3 years; 75% probability that conversion would occur at or immediately prior to maturity; and 25% probability that an event requiring either the repayment of the Exchange Note or its conversion into common stock would occur prior to maturity. The fair value of the Exchange Note at inception represented a substantial premium over its face value. In accordance with the provisions of ASC 470-20, Debt with Conversion and Other Options, the Company recognized the premium in excess of the face value, $1,083,200, as a non-cash charge to loss on early extinguishment of debt in the accompanying Consolidated Statement of Operations and Comprehensive Income for the year ended March 31, 2013 and as a credit to additional paid-in capital and recorded the liability for the Exchange Note at its face value. | |||||||||||||||||||||||||
Subject to limited exceptions, which include issuances of common stock pursuant to the 2012 Private Placement of Units (see Note 10, Capital Stock), the Exchange Warrant, each of the Investment Warrants and the July 2013 Warrant include certain exercise price reset and anti-dilution protection features in the event that the Company issues other shares of common stock during the five-year term of the warrants at a price less than their initial $1.50 per share, or $0.50 per share in the case of the July 2013 Warrant, exercise price. As a result of these provisions, the Exchange Warrant, the Investment Warrants and the July 2013 Warrant do not meet the criteria set forth in ASC 815, Derivatives and Hedging, to be treated as equity instruments. Consequently, the Company recorded the Exchange Warrant, each of the Investment Warrants and the July 2013 Warrant as liabilities at their fair value, which was estimated at the issuance date using a Monte Carlo simulation model and the following assumptions: | |||||||||||||||||||||||||
Jul-13 | |||||||||||||||||||||||||
Exchange | Investment Warrants Issued on: | Warrant | |||||||||||||||||||||||
Warrant | 10/11/12 | 10/19/12 | 2/22/13 | 3/12/13 | 7/26/13 | ||||||||||||||||||||
Market price of common stock | $ | 0.75 | $ | 0.75 | $ | 0.75 | $ | 0.6 | $ | 0.8 | $ | 0.75 | |||||||||||||
Exercise price | $ | 1.5 | $ | 1.5 | $ | 1.5 | $ | 1.5 | $ | 1.5 | $ | 0.5 | |||||||||||||
Risk-free interest rate | 0.67 | % | 0.67 | % | 0.67 | % | 0.84 | % | 0.88 | % | 1.36 | % | |||||||||||||
Volatility | 85 | % | 85 | % | 85 | % | 85 | % | 85 | % | 96.9 | % | |||||||||||||
Term (years) | 5 | 5 | 5 | 5 | 5 | 5 | |||||||||||||||||||
Dividend rate | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||
Fair value per share | $ | 0.53 | $ | 0.53 | $ | 0.53 | $ | 0.39 | $ | 0.52 | $ | 0.59 | |||||||||||||
Number of shares | 1,272,577 | 500,000 | 500,000 | 250,000 | 750,000 | 250,000 | |||||||||||||||||||
Fair value at date of issuance | $ | 672,000 | $ | 264,000 | $ | 264,000 | $ | 97,000 | $ | 393,000 | $ | 146,800 | |||||||||||||
The fair value of the Exchange Warrant at the date of issuance was recorded as a liability and as a corresponding charge to loss on early extinguishment of debt in the accompanying Consolidated Statement of Operations and Comprehensive Income for the year ended March 31, 2013. The fair value of each Investment Warrant and the July 2013 Warrant at the date of issuance was recorded as a liability and as a corresponding discount to the related Investment Note or the July 2013 Note. Subject to limitations of the absolute amount of discount attributable to each Investment Note and the July 2013 Note, the Company treated the issuance-date intrinsic value of the beneficial conversion feature embedded in each Investment Note and the July 2013 Note as an additional component of the discount attributable to each note and recorded a discount attributable to the beneficial conversion feature for each note. The Company amortizes the aggregate discount attributable to each of the Investment Notes and the July 2013 Note using the interest method over the respective term of each note. The table below summarizes the components of the discount and the effective interest rate at inception for the Exchange Note, each of the Investment Notes and the July 2013 Note. | |||||||||||||||||||||||||
Inception Date Carrying Value of | |||||||||||||||||||||||||
Exchange | Investment Notes Issued on: | Jul-13 | |||||||||||||||||||||||
Note | 10/11/12 | 10/19/12 | 2/22/13 | 3/12/13 | Note | ||||||||||||||||||||
Face value | $ | 1,272,600 | $ | 500,000 | $ | 500,000 | $ | 250,000 | $ | 750,000 | $ | 250,000 | |||||||||||||
Discount attributable to: | |||||||||||||||||||||||||
Fair value of warrant | - | (264,000 | ) | (264,000 | ) | (97,000 | ) | (393,000 | ) | (146,800 | ) | ||||||||||||||
Beneficial conversion feature | - | (231,000 | ) | (231,000 | ) | (147,000 | ) | (349,500 | ) | (100,700 | ) | ||||||||||||||
Inception date carrying value | $ | 1,272,600 | $ | 5,000 | $ | 5,000 | $ | 6,000 | $ | 7,500 | $ | 2,500 | |||||||||||||
Effective Interest Rate | 10 | % | 159.05 | % | 159.05 | % | 127.27 | % | 159.05 | % | 159.05 | % | |||||||||||||
The fair value of the Exchange Warrant, the Investment Warrants and the July 2013 Warrant was re-measured as of March 31, 2014 and 2013 at an aggregate of $915,300 and $1,988,000; respectively. The aggregate decrease in fair value since March 31, 2013, or inception in the case of the July 2013 Warrant, of $1,219,500 and the aggregate increase in fair value of $298,000 from inception through March 31, 2013 is reflected in the Change in Warrant Liability in the accompanying Consolidated Statement of Operations and Comprehensive Income for the years ended March 31, 2014 and 2013. | |||||||||||||||||||||||||
10% Convertible Notes Issued in Connection with 2013/2014 Unit Private Placement | |||||||||||||||||||||||||
As described more completely in the section entitled 2013/2014 Unit Private Placement in Note 10, Capital Stock, between August 2013 and March 2014, the Company issued to accredited investors 10% convertible promissory notes (the “2013/2014Unit Notes”) in an aggregate face amount of $1,007,500 in connection with its private placement of Units. The 2013/2014 Unit Notes mature on July 30, 2014 and each 2013 Unit Note and its related accrued interest is convertible into shares of the Company’s common stock at a fixed conversion price of $0.50 per share at or prior to maturity, at the option of the accredited investor. The Company has the right to prepay the 2013 Unit Notes and accrued interest in cash prior to maturity without penalty. | |||||||||||||||||||||||||
The Company allocated the proceeds from the sale of the units to the 2013/2014 Unit Notes, the common stock and the warrants comprising the Units based on the relative fair value of the individual securities in each Unit on the dates of the Unit sales. Based on the short-duration of the 2013/2014 Unit Notes and their other terms, the Company determined that the fair value of the 2013/2014 Unit Notes at the date of issuance was equal to their face value. Accordingly, the Company recorded an initial discount attributable to each 2013/2014 Unit Note for an amount representing the difference between the face value of the 2013/2014 Unit Note and its relative value. Additionally, the 2013/2014 Unit Notes contain an embedded conversion feature, certain of which had an intrinsic value at the issuance date, which value the Company treated as an additional discount attributable to those 2013/2014 Unit Notes, subject to limitations on the absolute amount of discount attributable to each 2013/2014 Unit Note. The Company recorded a corresponding credit to additional paid-in capital, an equity account in the Consolidated Balance Sheet, attributable to the beneficial conversion feature. The Company amortizes the aggregate discount attributable to each of the 2013/2014 Unit Notes using the interest method over the respective term of each Unit Note. Based on their respective discounts, the weighted average effective interest rate attributable to the 2013/2014 Unit Notes is 464.1%. | |||||||||||||||||||||||||
10% Convertible Note Issued in Connection with 2014 Unit Private Placement | |||||||||||||||||||||||||
As described more completely in the section entitled 2014 Unit Private Placement in Note 10, Capital Stock, during March 2014, the Company issued to an accredited investor a 10% convertible note (the “2014Unit Note”) in the face amount of $50,000 in connection with its private placement offering of Units. (See Note 17, Subsequent Events, for information regarding additional notes issued in connection with the 2014 Unit Private Placement.) The 2014 Unit Note matures on March 31, 2015 (“Maturity”) and the 2014 Unit Note and its related accrued interest (the “Outstanding Balance”) is convertible into shares of the Company’s common stock at a conversion price of $0.50 per share at or prior to maturity, at the option of the investor, or, upon the Company’s consummation of either (i) an equity or equity-based public offering registered with the U.S. Securities and Exchange Commission (“SEC”), or (ii) an equity or equity-based private financing, or series of such financing transactions, not registered with the SEC, in each case resulting in gross proceeds to the Company of at least $10.0 million prior to Maturity (a “Qualified Financing”), the Outstanding Balance of the 2014 Unit Note will automatically convert into the securities sold in the Qualified Financing, based on the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x 1.25 / (the per security price of the securities sold in the Qualified Financing). This automatic conversion feature results in a contingent beneficial conversion feature which will be recorded upon the consummation of a Qualified Financing. | |||||||||||||||||||||||||
The Company allocated the proceeds from the sale of the 2014 unit to the 2014 Unit Notes, the common stock and the warrants comprising the units based on the relative fair value of the individual securities in the unit on the date of the unit sale. Based on the short-duration of the 2014 Unit Note and its other terms, the Company determined that the fair value of the 2014 Unit Note at the date of issuance was equal to its face value. Accordingly, the Company recorded an initial discount attributable to the 2014 Unit Note for an amount representing the difference between the face value of the 2014 Unit Note and its relative value. Additionally, the 2014 Unit Note contains an embedded conversion feature which had an intrinsic value at the issuance date. The Company treated the intrinsic value of the conversion feature as an additional discount to the 2014 Unit Note. The Company recorded a corresponding credit to additional paid-in capital, an equity account in the Consolidated Balance Sheet, attributable to the beneficial conversion feature. The Company amortizes the aggregate discount attributable to the 2014 Unit Note using the interest method over the term of the note. Based on its aggregate discount, the effective interest rate attributable to the 2014 Unit Note is 123.8%. | |||||||||||||||||||||||||
2012 Convertible Promissory Notes | |||||||||||||||||||||||||
On February 28, 2012, the Company completed a private placement of convertible promissory notes to accredited investors in the aggregate principal amount of $500,000 (the "2012 Notes"). Each 2012 Note accrued interest at the rate of 12% per annum and was to mature on the earlier of (i) twenty-four months from the date of issuance, or (ii) the consummation of an equity, equity-based, or series of equity-based financings resulting in gross proceeds to the Company of at least $4.0 million (the “Qualified Financing Threshold”). The holders of the 2012 Notes had the right to voluntarily convert the outstanding principal amount of the 2012 Notes and all accrued and unpaid interest (the “Outstanding Balance”) at any time prior to maturity into that number of restricted shares of the Company’s common stock equal to the Outstanding Balance, divided by $3.00 (the "Conversion Shares"). In addition, in the event the Company consummated a financing equal to or exceeding the Qualified Financing Threshold, and the price per unit of the securities sold, or price per share of common stock issuable in connection with such financing, was at least $2.00 (a “Qualified Financing”), the Outstanding Balance would have automatically converted into such securities, including warrants, that were issued in the Qualified Financing, the amount of which would have been determined according to the following formula: (Outstanding Balance at the closing date of the Qualified Financing) x (1.25) / (the per security price of the securities sold in the Qualified Financing). | |||||||||||||||||||||||||
On November 15, 2012, the holders of the 2012 Notes entered into an Exchange Agreement with the Company (the "Exchange Agreement"). Under the terms of the Exchange Agreement, (i) the current amount due under the terms of the 2012 Notes, $678,600, which amount included all accrued interest as well as additional consideration for the conversion, was exchanged for a total of 1,357,281 restricted shares of the Company's common stock and five-year warrants to purchase 678,641 restricted shares of the Company's common stock at an exercise price of $1.50 per share (the "Note Exchange Securities"). Additionally, the Company issued a five-year warrant to purchase 72,000 restricted shares of the Company’s common stock at an exercise price of $1.50 per share as partial compensation to a placement agent that had placed certain of the 2012 Notes. The Company recorded the issuance of the warrants with a charge to interest expense of $28,200 and a corresponding credit to additional paid-in capital. | |||||||||||||||||||||||||
The Company determined that the exchange of the 2012 Notes into restricted shares of its common stock should be accounted for as an extinguishment of debt. The Company recognized as consideration in the exchange the sum of (i) the fair value of the restricted common stock issued in the exchange at the quoted market price of $0.70 per share on the date of the exchange, or $950,100, and (ii) the fair value of the warrants, which was determined to be $0.39 per share, or $265,500, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.70; exercise price per share: $1.50; risk-free interest rate: 0.62%; contractual term: 5 years; volatility: 89.5%; expected dividend rate: 0%. The aggregate consideration less the net carrying value of the 2012 Notes, including accrued interest, resulted in the recognition of $1,145,100 as a non-cash loss on early extinguishment of debt in the accompanying Consolidated Statements of Operations and Comprehensive Income for the fiscal year ended March 31, 2013. The warrants issued to the placement agent were valued using the same assumptions as used for the warrants issued to the exchanging note holders. | |||||||||||||||||||||||||
Restructuring of Note Payable to Morrison & Foerster | |||||||||||||||||||||||||
On May 5, 2011, the Company and Morrison & Foerster LLP (“Morrison & Foerster”), then the Company’s general corporate and intellectual property counsel, amended a previously outstanding note (the “Original Note”) issued by the Company in payment of legal services (the “Amended Note”). Under the Amended Note, the principal balance of the Original Note was increased to $2,200,000, interest accrued at the rate of 7.5% per annum, and the Company was required to make an additional payment of $100,000 within three business days of the date of the Amended Note. The Company made the required $100,000 payment in a timely manner. | |||||||||||||||||||||||||
On August 31, 2012, the Company restructured the Amended Note (the “Restructuring Agreement”). Pursuant to the Restructuring Agreement, the Company issued to Morrison & Foerster two new unsecured promissory notes to replace the Amended Note, one in the principal amount of $1,000,000 ("Replacement Note A") and the other in the principal amount of $1,379,400 ("Replacement Note B") (together, the "Replacement Notes"); amended an outstanding warrant to purchase restricted shares of the Company’s common stock (the “Amended M&F Warrant”); and issued a new warrant to purchase restricted shares of the Company’s common stock (the “New M&F Warrant”). Under the terms of the Restructuring Agreement, the Amended Note was cancelled and all of the Company's past due payment obligations under the Amended Note were satisfied. The Company made a payment of $155,000 to Morrison & Foerster on August 31, 2012 pursuant to the terms of the Amended Note, and issued the Replacement Notes, each dated as of August 31, 2012. Both Replacement Notes accrue interest at the rate of 7.5% per annum and are due and payable on March 31, 2016. Replacement Note A required monthly payments of $15,000 per month through March 31, 2013, and requires $25,000 per month thereafter until maturity. Payment of the principal and interest on Replacement Note B will be made solely in restricted shares of the Company’s common stock pursuant to Morrison & Foerster’s surrender from time to time of all or a portion of the principal and interest balance due on Replacement Note B in connection with its exercise of the New M&F Warrant, at an exercise price of $1.00 per share, and concurrent cancellation of indebtedness and surrender of Replacement Note B; provided, however, that Morrison & Foerster shall have the option to require payment of Replacement Note B in cash upon the occurrence of a change in control of the Company or an event of default, and only in such circumstances. | |||||||||||||||||||||||||
The Company treated the aggregate of the incremental value of the Amended M&F Warrant and the fair value of the New M&F Warrant as a discount to the Replacement Notes. Under the terms of the Amended M&F Warrant, the Company amended the warrant to purchase 425,000 restricted shares of its common stock originally issued to Morrison & Foerster on March 15, 2010 to extend the expiration date of the warrant from December 31, 2014 to September 15, 2017 and to provide for exercise by paying cash or by the cancellation in whole or in part of the Company’s indebtedness under either of the Replacement Notes. The Company determined that the incremental value of the Amended M&F Warrant was $121,650 at the modification date using the Black-Scholes Option Pricing Model and the following assumptions: | |||||||||||||||||||||||||
Assumption: | Pre-modification | Post-modification | |||||||||||||||||||||||
Market price per share | $ | 0.94 | $ | 0.94 | |||||||||||||||||||||
Exercise price per share | $ | 2 | $ | 2 | |||||||||||||||||||||
Risk-free interest rate | 0.25% | 0.60% | |||||||||||||||||||||||
Expected term in years | 2.33 | 5.04 | |||||||||||||||||||||||
Volatility | 77.90% | 88.80% | |||||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||||
Weighted Average Fair Value per share | $ | 0.24 | $ | 0.52 | |||||||||||||||||||||
The New M&F Warrant is exercisable for the number of restricted shares of the Company’s common stock equal to the principal and accrued interest due under the terms of Replacement Note B divided by the warrant exercise price of $1.00 per share. At the August 31, 2012 date of grant, the New M&F Warrant was exercisable to purchase 1,379,376 restricted shares of the Company’s common stock. The New M&F Warrant effectively permits exercise only by the cancellation in whole or in part of the Company’s indebtedness under either of the Replacement Notes. The New M&F Warrant expires on September 15, 2017. The Company determined the fair value of the New M&F Warrant to be $0.64 per share, or $876,800, at the date of grant using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.94; exercise price per share: $1.00; risk-free interest rate: 0.61%; contractual term: 5.04 years; volatility: 88.8%; expected dividend rate: 0%. The note discounts totaling $1,197,900, including the $199,500 remaining unamortized discount recorded prior to the modification, will be amortized to interest expense using the effective interest method over the term of the Replacement Notes. The aggregate amount of the incremental fair value of the Amended M&F Warrant and the fair value of the New M&F Warrant, $998,450, was recognized as equity and was credited to additional paid-in capital in the accompanying Consolidated Balance Sheets. The effective interest rate on the Replacement Notes at the date of issuance was 32.3%, based on the stated interest rate, the amount of discount, and the term of the Replacement Notes. Through March 31, 2014, the Company has adjusted the New M&F Warrant to increase the number of restricted shares available for purchase by 195,191 shares, based on interest accrued on Replacement Note B through that date. The Company has recorded the fair value of the additional shares as a charge to interest expense and a corresponding credit to additional paid-in capital. | |||||||||||||||||||||||||
Restructuring of Accounts Payable to Cato Research Ltd. | |||||||||||||||||||||||||
On October 10, 2012, the Company issued to Cato Research Ltd ("CRL"), a contract research and development partner and a related party: (i) an unsecured promissory note in the initial principal amount of $1,009,000, which is payable solely in restricted shares of the Company’s common stock and which accrues interest at the rate of 7.5% per annum, compounded monthly (the “CRL Note”), as payment in full for all contract research and development services and regulatory advice (“CRO Services”) rendered by CRL to the Company and its affiliates through December 31, 2012 with respect to the non-clinical and clinical development of AV-101, and (ii) a five-year warrant to purchase, at a price of $1.00 per share, 1,009,000 restricted shares of the Company’s common stock, the amount equal to the sum of the principal amount of the CRL Note, plus all accrued interest thereon, divided by $1.00 per share (the “CRL Warrant”). The principal amount of the CRL Note may, at the Company’s option, be automatically increased as a result of future CRO Services rendered by CRL to the Company and its affiliates from January 1, 2013 to June 30, 2013. The CRL Note is due and payable on March 31, 2016 and is payable solely by CRL's surrender from time to time of all or a portion of the principal and interest balance due on the CRL Note in connection with its concurrent exercise of the CRL Warrant, provided, however, that CRL will have the option to require payment of the CRL Note in cash upon the occurrence of a change in control of the Company or an event of default, and only in such circumstances. | |||||||||||||||||||||||||
The Company determined that the cancellation of the accounts payable to CRL for CRO Services and the related issuance of the CRL Note should be accounted for as an extinguishment of debt. Accordingly, the Company recorded the CRL Note at its fair value of $857,900 based on the present value of its scheduled cash flows and assumptions regarding market interest rates for unsecured debt of similar quality. The Company determined the fair value of the CRL Warrant to be $0.48 per share, or $486,164, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.75; exercise price per share: $1.00; risk-free interest rate: 0.66%; contractual term: 5 years; volatility: 89.9%; expected dividend rate: 0%. The Company recognized the difference between the sum of the fair values of the CRL Note and the CRL Warrant less the accounts payable balance due to CRL, $335,100, as a non-cash loss on early extinguishment of debt in the accompanying Consolidated Statements of Operations and Comprehensive Income for the year ended March 31, 2013. The fair value of the warrant, $486,164, which is treated as an equity instrument, was credited to additional paid in capital at the issuance date. The difference between the face value of the CRL Note and its fair value, $151,100, has been treated as a discount to the note and is being amortized over the term of the note using the interest method, resulting in an effective interest rate of 12.1% on the CRL Note. Through March 31, 2014, the Company has adjusted the CRL Warrant to increase the number of restricted shares available for purchase by 117,329 shares, based on interest accrued on the CRL Note through that date. The Company has recorded the fair value of the additional shares as a charge to interest expense and a corresponding credit to additional paid-in capital. | |||||||||||||||||||||||||
Issuance and Restructuring of Long-Term Promissory Note to Cato Holding Company | |||||||||||||||||||||||||
In April 2011, all amounts owed by the Company to Cato Holding Company ("CHC") and its affiliates, were consolidated into a single note, in the principal amount of $352,300 (the “2011 CHC Note”). Concurrently, CHC released all of its security interests in certain of the Company’s personal property. | |||||||||||||||||||||||||
On October 10, 2012, the Company and CHC restructured the 2011 CHC Note. The 2011 CHC Note was cancelled and exchanged for a new unsecured promissory note in the principal amount of $310,400 (the “2012 CHC Note”) and a five-year warrant to purchase 250,000 restricted shares of the Company’s common stock at a price of $1.50 per share (the “CHC Warrant”). The 2012 CHC Note accrues interest at a rate of 7.5% per annum and is due and payable in monthly installments of $10,000, beginning November 1, 2012 and continuing until the outstanding balance is paid in full. | |||||||||||||||||||||||||
The Company determined that the cancellation of the 2011 CHC Note and the issuance of the 2012 CHC Note should be accounted for as an extinguishment of debt. Accordingly, the Company recorded the 2012 CHC Note at its fair value of $291,100 based on the present value of its scheduled cash flows and assumptions regarding market interest rates for unsecured debt of similar quality. The Company determined the fair value of the CHC Warrant to be $0.48 per share, or $120,500, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.75; exercise price per share: $1.50; risk-free interest rate: 0.66%; contractual term: 5 years; volatility: 89.9%; expected dividend rate: 0%. The Company recognized the difference between the sum of the fair values of the 2012 CHC Note and the CHC Warrant less the carrying value of the 2011 CHC Note, $119,100, as a non-cash loss on early extinguishment of debt in the accompanying Consolidated Statements of Operations and Comprehensive Income for the year ended March 31, 2013. The fair value of the warrant, $120,500, which is treated as an equity instrument, was credited to additional paid in capital at the issuance date. The difference between the face value of the 2012 CHC Note and its fair value, $19,300, has been treated as a discount to the note and is being amortized over the term of the note using the interest method, resulting in an effective interest rate of 11.9% on the CHC 2012 Note. | |||||||||||||||||||||||||
Restructuring of Accounts Payable to University Health Network | |||||||||||||||||||||||||
On October 10, 2012, the Company issued to the University Health Network ("UHN"): (i) an unsecured promissory note in the principal amount of $549,500, which is payable solely in restricted shares of the Company’s common stock and which accrues interest at the rate of 7.5% per annum, as payment in full for all sponsored stem cell research and development activities by UHN and Gordon Keller, Ph.D. under the SCRA through September 30, 2012 (the “UHN Note”), and (ii) a five-year warrant to purchase, at a price of $1.00 per share, 549,500 restricted shares of the Company’s common stock, the amount equal to the sum of the principal amount of the UHN Note, plus all accrued interest thereon, divided by $1.00 per share (the “UHN Warrant”). The UHN Note is due and payable on March 31, 2016 and is payable solely by UHN's surrender from time to time of all or a portion of the principal and interest balance due on the UHN Note in connection with its concurrent exercise of the UHN Warrant, provided, however, that UHN will have the option to require payment of the UHN Note in cash upon the occurrence of a change in control of the Company or an event of default, and only in such circumstances. | |||||||||||||||||||||||||
The Company determined that the restructuring of the accounts payable to UHN under the SRCA, defined below, and the related issuance of the UHN Note should be accounted for as an extinguishment of debt. Accordingly, the Company recorded the UHN Note at its fair value of $467,211 based on the present value of its scheduled cash flows and assumptions regarding market interest rates for unsecured debt of similar quality. The Company determined the fair value of the UHN Warrant to be $0.48 per share, or $264,775, using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.75; exercise price per share: $1.00; risk-free interest rate: 0.66%; contractual term: 5 years; volatility: 89.9%; expected dividend rate: 0%. The Company recognized the difference between the sum of the fair values of the UHN Note and the UHN Warrant less the accounts payable balance due to UHN, $182,500, as a non-cash loss on early extinguishment of debt in the accompanying Consolidated Statements of Operations and Comprehensive Income for the year ended March 31, 2013. The fair value of the warrant, $264,775, which is treated as an equity instrument, was credited to additional paid in capital at the issuance date. The difference between the face value of the UHN Note and its fair value has been treated as a discount to the note and is being amortized over the term of the note using the interest method, resulting in an effective interest rate of 11.3% on the UHN Note. Through March 31, 2014, the Company has adjusted the UHN Warrant to increase the number of restricted shares available for purchase by 60,633 shares, based on interest accrued on the UHN Note through that date. The Company has recorded the fair value of the additional shares as a charge to interest expense and a corresponding credit to additional paid-in capital. | |||||||||||||||||||||||||
Issuance of Long-Term Notes and Cancellation of Amounts Payable | |||||||||||||||||||||||||
On February 25, 2011, the Company issued to Burr, Pilger, and Mayer, LLC (“BPM”) an unsecured promissory note in the principal amount of $98,674 for amounts payable in connection with valuation services provided to the Company by BPM. The BPM note bears interest at the rate of 7.5% per annum and has payment terms of $1,000 per month, beginning March 1, 2011 and continuing until all principal and interest are paid in full. In addition, a payment of $25,000 shall be due upon the sale of the Company or upon the Company completing a financing transaction of at least $5.0 million during any three-month period, with the payment increasing to $50,000 (or the amount then owed under the note, if less) upon the Company completing a financing of over $10.0 million. | |||||||||||||||||||||||||
On April 29, 2011, the Company issued to Desjardins Securities, Inc. (“Desjardins”) an unsecured promissory note in the principal amount of CDN $236,000 for amounts payable for legal fees incurred by Desjardins in connection with investment banking services provided to the Company by Desjardins. The Desjardins note bears interest at 7.5% and will be due, along with all accrued but unpaid interest on the earliest of (i) June 30, 2014, (ii) the consummation of a Change of Control, as defined in the Desjardins note, and (iii) any failure to pay principal or interest when due. The Company was required to make payments of CDN $4,000 per month beginning May 31, 2011, increasing to CDN $6,000 per month on January 31, 2012. Beginning on January 1, 2012, the Company is also required to make payments equal to one-half of one percent (0.5%) of the net proceeds of all private or public equity financings closed during the term of the note. The note payable to Desjardins is due on June 30, 2014. | |||||||||||||||||||||||||
On May 5, 2011, the Company issued to McCarthy Tetrault LLP (“McCarthy”) an unsecured promissory note in the principal amount of CDN $502,797 for the amounts payable in connection with Canadian legal services provided to the Company. The McCarthy note bears interest at 7.5% and will be due, along with all accrued but unpaid interest on the earliest of (i) June 30, 2014, (ii) the consummation of a Change of Control, as defined in the McCarthy note, and (iii) any failure to pay principal or interest when due. The Company was required to make payments of CDN $10,000 per month beginning May 31, 2011, which payment amounts increased to CDN $15,000 per month on January 31, 2012. Beginning on January 1, 2012, the Company is also required to make payments equal to one percent (1%) of the net proceeds of all private or public equity financings closed during the term of the note. The note payable to McCarthy is due on June 14, 2014. However, see Note 17, Subsequent Events, regarding an amendment extending the maturity date of the McCarthy note and modifying other terms. | |||||||||||||||||||||||||
On August 30, 2012, the Company issued a promissory note in the principal amount of $60,000 and 15,000 restricted shares of its common stock valued at a market price of $0.94 per share to Progressive Medical Research in settlement of past due obligations for clinical research services in the amount of $79,900. Under the terms of the settlement, the Company also agreed to make monthly cash payments of $5,000 in August 2012 through December 2012. The promissory note bears interest at 7% per annum and requires payments of $1,000 per month beginning January 15, 2013 until all principal and interest is paid in full. The note requires payment in full upon the sale of all or substantially all of the Company’s assets or upon the Company completing a financing transaction, or series of transactions, resulting in gross proceeds to the Company of at least $4.0 million in any three-month period, excluding proceeds from stock option or warrant exercises. The Company charged the loss on the settlement to interest expense. | |||||||||||||||||||||||||
On October 12, 2009, the Company issued a promissory note payable to the Regents of the University of California (“UC”) with a principal balance of $90,000 in exchange for the cancellation of certain amounts payable under a research collaboration agreement (the “UC Note 1”). UC Note 1 was payable in monthly principal installments of $15,000 through May 30, 2010. Interest on UC Note 1 at 10% per annum was payable on May 30, 2010. If the Company had completed an initial public offering of its stock prior to May 30, 2010, the remaining balance of UC Note 1 would have been payable within 10 business days after the initial public offering was consummated. The Company made the first two monthly installments totaling an aggregate of $30,000. On February 25, 2010, the Company issued a promissory note payable to UC having a principal balance of $170,000 in exchange for the cancellation of the remaining $60,000 principal balance of UC Note 1 and certain amounts payable under a research collaboration agreement (“UC Note 2”). UC Note 2 was payable in monthly principal installments of $15,000 through May 31, 2010, with the remaining $125,000 plus all accrued and unpaid interest due on or before June 30, 2010. If the Company had completed an initial public offering of its stock prior to June 30, 2010, the remaining balance of the Note would have been payable within 10 business days after the initial public offering was consummated. On June 28, 2010, the Company amended UC Note 2 to extend the payment terms as follows: monthly installments of $15,000 payable through May 31, 2010, $10,000 due on June 30, 2010 and $115,000 plus all accrued and unpaid interest due and payable on or before August 30, 2010. On August 25, 2010 and again on October 30, 2010, the Company amended UC Note 2 to extend the date of the final installment payment to be made under UC Note 2 to December 31, 2010 while adding a strategic premium to preserve license rights under the research collaboration agreement in exchange for an increase in the then-outstanding principal amount of UC Note 2 by $15,000 to $125,000. On December 22, 2010, the Company amended UC Note 2 a fourth time and decreased the monthly payment amount to $5,000 with payments continuing until the outstanding balance of principal and interest is paid in full. The provision requiring the payment of the outstanding balance within 10 business days following the closing of an initial public offering remains unchanged. | |||||||||||||||||||||||||
On March 1, 2010, the Company issued a 10% promissory note with a principal balance of $75,000 to National Jewish Health in exchange for the cancellation of certain amounts payable for accrued royalties. The principal balance plus all accrued and unpaid interest was initially due on or before December 31, 2010 (“March 2010 Note”). If the Company had completed an initial public offering of its stock prior to any installment dates, $25,000 of the remaining balance of the March 2010 Note would have been due on June 30, 2010, and any remaining principal balance and all accrued and unpaid interest would have been payable within 90 business days after the initial public offering was consummated. On December 28, 2010, the Company amended the March 2010 Note and extended its maturity date to the first to occur of April 30, 2011 or 30 days following the closing of a financing with gross proceeds of $5,000,000 or more. The Company has been in extended discussions with the holder of the March 2010 Note and anticipates that the Note will be cancelled in favor of certain amounts payable to the Company equal to or greater than the outstanding balance of the Note. | |||||||||||||||||||||||||
On August 13, 2010, the Company issued a 10% promissory note with a principal balance of $40,962 to MicroConstants, Inc. in exchange for the cancellation of certain amounts payable for services rendered. Under the terms of this note, the Company is to make payments of $1,000 per month with any unpaid principal or accrued interest due and payable upon the first to occur of (i) August 1, 2013, (ii) the issuance and sale of equity securities whereby the Company raises at least $5,000,000 or (iii) the sale or acquisition of all or substantially all of the Company’s stock or assets. |
Capital_Stock
Capital Stock | 12 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||
Capital Stock | ' | |||||||||||||||
Series A Preferred Stock | ||||||||||||||||
In December 2011, the Company’s Board of Directors authorized the creation of a series of up to 500,000 shares of Series A Preferred Stock, par value $0.001 (“Series A Preferred”). Each restricted share of Series A Preferred was initially convertible at the option of the holder into ten restricted shares of the Company's common stock. The Series A Preferred ranks prior to the common stock for purposes of liquidation preference. | ||||||||||||||||
The Series A Preferred has no separate dividend rights, however, whenever the Board of Directors declares a dividend on the common stock, each holder of record of a share of Series A Preferred shall be entitled to receive an amount equal to such dividend declared on one share of common stock multiplied by the number of shares of common stock into which such share of Series A Preferred could be converted on the Record Date. | ||||||||||||||||
Except with respect to transactions upon which the Series A Preferred shall be entitled to vote separately as a class, the Series A Preferred has no voting rights. The restricted common stock into which the Series A Preferred is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding shares of the Company’s common stock. | ||||||||||||||||
In the event of the liquidation, dissolution or winding up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A Preferred then outstanding shall be entitled to receive an amount per share of Series A Preferred calculated by taking the total amount available for distribution to holders of all the Company's outstanding common stock before deduction of any preference payments for the Series A Preferred, divided by the total of (x), all of the then outstanding shares of the Company's common stock, plus (y) all of the shares of the Company's common stock into which all of the outstanding shares of the Series A Preferred can be converted before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. | ||||||||||||||||
At March 31, 2014 and 2013, there were 500,000 restricted shares of Series A Preferred outstanding, all issued to Platinum. Platinum acquired the Series A Preferred pursuant to the transactions described below. In October 2012, Platinum’s exchange rights with respect to the Series A Preferred were modified as described in the section entitled Modification of Series A Preferred Exchange Rights and Deemed Dividend, below. | ||||||||||||||||
· | December 2011 Common Stock Exchange Agreement with Platinum | |||||||||||||||
On December 22, 2011, the Company entered into a Common Stock Exchange Agreement (the "Exchange Agreement") with Platinum, pursuant to which Platinum converted 484,000 restricted shares of the Company’s common stock into 45,980 restricted shares of Series A Preferred (the "Exchange"). Each restricted share of Series A Preferred issued to Platinum was initially convertible into ten restricted shares of the Company’s common stock. At the time of the Exchange, the Company determined the fair value of the common stock subject to the Exchange to be $1.55 per share and has reflected the 484,000 restricted common shares as treasury stock on that basis in the accompanying Consolidated Balance Sheet at March 31, 2014 and 2013. | ||||||||||||||||
· | December 2011 Note and Warrant Exchange Agreement with Platinum | |||||||||||||||
On December 29, 2011, the Company and Platinum entered into a Note and Warrant Exchange Agreement pursuant to which a promissory note in the face amount of $4,000,000 plus accrued interest and all outstanding warrants issued to Platinum to purchase an aggregate of 1,599,858 restricted shares of the Company’s common stock were cancelled in exchange for 391,075 restricted shares of Series A Preferred. Each share of Series A Preferred was initially convertible into ten shares of the Company’s common stock. The Company issued 231,090 restricted shares of Series A Preferred to Platinum in connection with the note cancellation based on the sum of the $4,000,000 principal balance of the note plus accrued but unpaid interest through May 11, 2011 adjusted for a 125% conversion premium, net of the $1,719,800 aggregate exercise price of the 1,599,858 outstanding warrants held by Platinum, and a contractual conversion basis of $1.75 per common share, all adjusted for the initial 1:10 Series A Preferred to common exchange ratio. An additional 159,985 restricted shares of Series A Preferred were issued to Platinum in connection with the warrant exercise and exchange to acquire the common shares issued upon the warrant exercise. | ||||||||||||||||
· | 2012 Exchange Agreement with Platinum | |||||||||||||||
On June 29, 2012, the Company and Platinum entered into an Exchange Agreement (the “2012 Platinum Exchange Agreement”) pursuant to which the Company issued Platinum 62,945 restricted shares of Series A Preferred in exchange for 629,450 restricted shares of common stock then owned by Platinum, in consideration for Platinum’s agreement to purchase from the Company the July 2012 Platinum Note, as described in Note 9, Convertible Promissory Notes and Other Notes Payable. The Company estimated the fair value of the Series A Preferred shares tendered to Platinum under the terms of the 2012 Platinum Exchange Agreement at $736,400 ($1.17 per share on a common share equivalent basis). The common shares exchanged for shares of Series A Preferred are treated as treasury stock on that basis in the accompanying Consolidated Balance Sheet at March 31, 2014 and 2013. | ||||||||||||||||
Modification of Series A Preferred Exchange Right and Deemed Dividends | ||||||||||||||||
Pursuant to the October 2012 Agreement described more completely in Note 9, Convertible Promissory Notes and Other Notes Payable, Platinum’s exchange rights in the Series A Preferred were modified such that Platinum now has the right and option to exchange the 500,000 restricted shares of the Company’s Series A Preferred that it holds for (i) a total of 15,000,000 restricted shares of the Company’s common stock, and (ii) a five-year warrant to purchase 7,500,000 restricted shares of the Company’s common stock at an initial exercise price of $1.50 per share (the “Series A Exchange Warrant”). See the section entitled Modification of Platinum Warrants, later in this note, for a description of the subsequent modification of the exercise price of the Series A Preferred Exchange Warrant. The modification of the exchange ratio resulted in a deemed dividend of $7,125,000 to Platinum for accounting purposes, which has been reflected in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2013. The amount of the deemed dividend in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2013 was determined as the sum of (i) the value of the 10 million incremental shares to which Platinum is entitled pursuant to the October 2012 Agreement valued at the $0.75 per share quoted market price for the Company’s common stock on the date of the agreement, an aggregate of $7.5 million, adjusted for an expected 95% probability of exercise of the exchange rights by Platinum, or $7,125,000; and (ii) .the fair value of the Series A Exchange Warrant at the date of the October 2012 Agreement, determined to be $0.43 per share, or $3,228,700, on the date of the agreement using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.75; exercise price per share: $1.50; risk-free interest rate: 0.67%; contractual term: 5 years; volatility: 89.9%; expected dividend rate: 0%; and adjusted for an expected 95% probability of exercise of the exchange rights by Platinum. The adjusted fair value of the warrant, $3,068,200 was recognized as a component of the Warrant Liability in the in the accompanying Consolidated Balance Sheet at March 31, 2013, with a corresponding charge to Additional paid-in capital. | ||||||||||||||||
The fair value of the Series A Exchange Warrant was re-measured as of March 31, 2013 at $4,406,000 and the $1,337,800 increase in fair value since the inception of the October 2012 Agreement is reflected as a component of the Change in Warrant Liability in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2013. The fair value of the Series A Exchange Warrant was re-measured as of March 31, 2014 at $2,058,600 and the $2,347,400 decrease in fair value since March 31, 2013 is reflected as a component of the Change in Warrant Liability in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the fiscal year ended March 31, 2014. | ||||||||||||||||
Conversion of Pre-Merger Preferred Stock | ||||||||||||||||
On May 11, 2011, concurrent with the Merger, all holders of VistaGen California's then-outstanding preferred stock converted all of their preferred shares into 2,884,655 restricted shares of VistaGen California common stock so that, at the completion of the Merger, VistaGen California had no preferred stock outstanding. All shares of VistaGen California common stock were then acquired by the Company in connection with the Merger. | ||||||||||||||||
Common Stock | ||||||||||||||||
Autilion AG Securities Purchase Agreement | ||||||||||||||||
On April 8, 2013, the Company entered into a Securities Purchase Agreement (as amended, the “Securities Purchase Agreement”) with Autilion AG, a company organized and existing under the laws of Switzerland (“Autilion”). On April 12, 2013, Autilion assigned the Securities Purchase Agreement to its affiliate, Bergamo Acquisition Corp. PTE LTD, a corporation organized and existing under the laws of Singapore (“Bergamo Singapore”). On April 30, 2013, the Company and Bergamo Singapore amended the Securities Purchase Agreement to modify the investment dates. On June 27, 2013, the Company, Autilion and Bergamo Singapore further amended the Securities Purchase Agreement to vacate Autilion’s April 2013 assignment of the Securities Purchase Agreement to Bergamo Singapore, provide for an initial closing under the Securities Purchase Agreement, and amend certain of the investment dates under the Securities Purchase Agreement. Under the terms of the Securities Purchase Agreement, Autilion is contractually obligated to purchase an aggregate of 72.0 million restricted shares of the Company’s common stock at a purchase price of $0.50 per share for aggregate cash consideration of $36.0 million, in a series of closings scheduled to have occurred by September 30, 2013 (the “Autilion Financing”). Through March 31, 2014, Autilion had completed only a nominal initial closing under the Securities Purchase Agreement, in the amount of $25,000, and the Company had issued 50,000 restricted shares of its common stock. As of the date of this report, Autilion has not completed a subsequent closing of the Autilion Financing. Therefore, Autilion is in default under the Securities Purchase Agreement, and the Company can provide no assurance that Autilion will complete a material closing under the Securities Purchase Agreement. | ||||||||||||||||
Winter 2013/2014 Unit Private Placement | ||||||||||||||||
Between August 2013 and March 2014, the Company entered into securities purchase agreements with accredited investors pursuant to which it sold to such investors Units each consisting of (i) a 10% convertible promissory note in the face amount of $5,000 maturing on July 30, 2014 (the “2013/2014 Unit Note”); (ii) 10,000 restricted shares of the Company’s common stock (the “2013/2014 Unit Stock”); and (iii) a warrant exercisable through July 30, 2016 to purchase 10,000 restricted shares of the Company’s common stock at an exercise price of $1.00 per share (the “2013/2014 Unit Warrant”). The Company issued 2013/2014 Unit Notes in the aggregate face amount of $1,007,500; an aggregate of 2,015,000 restricted shares of 2013/2014 Unit Stock, and warrants to purchase an aggregate of 2,015,000 restricted shares of the Company’s common stock pursuant to the 2013/2014 Unit Warrants, and received cash proceeds of $1,007,500, including $50,000 in lieu of repayment of previous advances to the Company made by one of its executive officers. The 2013/2014 Unit Notes and related accrued interest are convertible into restricted shares of the Company’s common stock at a conversion price of $0.50 per share at or prior to maturity, at the option of each investor. | ||||||||||||||||
The Company allocated the proceeds from the sale of the Units to the various securities in each Unit based on their relative fair value on the dates of the sales. As described in Note 8, Convertible PromissoryNotes and Other Notes Payable, based on the short-term nature of the 2013/2014 Unit Notes, the Company determined that fair value of the 2013/2014 Unit Notes was equal to their face value. The Company determined the fair value of the 2013/2014 Unit Stock based on the quoted market price of its stock on the date of the Unit sale. The Company calculated the fair value of the 2013/2014 Unit Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. The table below also presents the aggregate allocation of the Unit sales proceeds based on the relative fair values of the 2013/2014 Unit Stock, 2013/2014 Unit Warrants and 2013/2014 Unit Notes at the Unit sales date. | ||||||||||||||||
2013/2014 Unit Warrants | ||||||||||||||||
Weighted Average Issuance Date Valuation Assumptions | ||||||||||||||||
Per Share | Aggregate | Aggregate | Aggregate Allocation of Proceeds | |||||||||||||
Warrant | Risk free | Fair | Fair Value | Proceeds | Based on Relative Fair Value of: | |||||||||||
Shares | Market | Exercise | Term | Interest | Dividend | Value of | of Unit | of Unit | Unit | |||||||
Issued | Price | Price | (Years) | Rate | Volatility | Rate | Warrant | Warrants | Sales | Unit Stock | Warrant | Unit Note | ||||
2,015,000 | $ 0.45 | $ 1.00 | 2.68 | 0.58% | 76.29% | 0.00% | $ 0.13 | $ 254,700 | $ 1,007,500 | $ 415,000 | $ 111,400 | $ 481,100 | ||||
2014 Unit Private Placement | ||||||||||||||||
During March 2014, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold to the investor Units consisting of (i) a 10% subordinated convertible promissory note in the aggregate face amount of $50,000 maturing on March 31, 2015 (the “Spring 2014 Unit Note”); (ii) an aggregate of 50,000 restricted shares of the Company’s common stock (the “2014 Unit Stock”); and (iii) a warrant exercisable through December 31, 2015 to purchase an aggregate of 50,000 restricted shares of the Company’s common stock at an exercise price of $0.50 per share (the “2014 Unit Warrant”). (See Note 17, Subsequent Events, for information regarding additional Units issued in connection with the 2014 Unit Private Placement.) The 2014 Unit Note and its related accrued interest (the “Outstanding Balance”) is convertible into restricted shares of the Company’s common stock at a conversion price of $0.50 per share at or prior to maturity, at the option of the investor, or, upon the Company’s consummation of either (i) an equity or equity-based public offering registered with the U.S. Securities and Exchange Commission (“SEC”), or (ii) an equity or equity-based private financing, or series of such financing transactions, not registered with the SEC, in each case resulting in gross proceeds to the Company of at least $10.0 million prior to Maturity (a “Qualified Financing”), the Outstanding Balance of the 2014 Unit Note will, subject to certain conditions, automatically convert into the securities sold in the Qualified Financing, based on the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x 1.25 / (the per security price of the securities sold in the Qualified Financing). | ||||||||||||||||
The Company allocated the proceeds from the sale of the 2014 unit to the 2014 Unit Notes, the common stock and the warrants comprising the units based on the relative fair value of the individual securities in the unit on the date of the unit sale. Based on the short-duration of the 2014 Unit Note and its other terms, the Company determined that the fair value of the 2014 Unit Note at the date of issuance was equal to its face value. The Company determined the fair value of the 2014 Unit Stock based on the quoted market price of its stock on the date of the unit sale. The Company calculated the fair value of the 2014 Unit Warrant using the Black Scholes Option Pricing Model and the assumptions indicated in the table below. The table below also presents the aggregate allocation of the Unit sale proceeds based on the relative fair values of the 2014 Unit Stock, 2014 Unit Warrants and 2014 Unit Notes at the unit sale date. | ||||||||||||||||
2014 Unit Warrants | ||||||||||||||||
Weighted Average Issuance Date Valuation Assumptions | ||||||||||||||||
Per Share | Aggregate | Aggregate | Aggregate Allocation of Proceeds | |||||||||||||
Warrant | Risk free | Fair | Fair Value | Proceeds | Based on Relative Fair Value of: | |||||||||||
Shares | Market | Exercise | Term | Interest | Dividend | Value of | of Unit | of Unit | Unit | |||||||
Issued | Price | Price | (Years) | Rate | Volatility | Rate | Warrant | Warrants | Sales | Unit Stock | Warrant | Unit Note | ||||
50,000 | $ 0.46 | $ 0.50 | 2.80 | 0.66% | 74.94% | 0.00% | $ 0.21 | $ 10,400 | $ 50,000 | $ 13,800 | $ 6,200 | $ 30,000 | ||||
2012/2013 Unit Private Placement | ||||||||||||||||
Between September 2012 and March 2013, the Company sold 2,366,330 Units in a private placement to accredited investors and received cash proceeds of $1,133,200 and settled outstanding amounts payable for legal fees in lieu of cash payment for services in the amount of $50,000. The Units were sold for $0.50 per Unit and each Unit consisted of one restricted share of the Company’s common stock and a five year warrant to purchase one half (1/2) of one restricted share of the Company’s common stock at an exercise price of $1.50 per share. In addition, in November 2012, pursuant to an Exchange Agreement, the holders of the 2012 Notes exchanged the aggregate amount of $678,600 due under the terms of such notes for Units consisting of 1,357,281 restricted shares of the Company's common stock and five-year warrants to purchase 678,641 restricted shares of the Company's common stock at an exercise price of $1.50 per share. The gross cash proceeds from this private placement of Units satisfied the Additional Financing Requirement under the October 2012 Agreement with Platinum, as amended, described in Note 9, Convertible Promissory Notes and Other Notes Payable, entitling the Company to sell and requiring Platinum to purchase senior secured convertible promissory notes in the aggregate face amount of $1.0 million in February and March 2013. In connection with the settlement of legal fees payable by issuing Units, the Company recorded a loss on extinguishment of debt of $30,800 based on the fair market value of the common shares and the warrant comprising the Unit on the effective date of the settlement. | ||||||||||||||||
Common Stock Grants | ||||||||||||||||
In April 2012, the Company entered into a contract for investor relations consulting services pursuant to which it granted three-year warrants to purchase 50,000 restricted shares of the Company’s common stock at an exercise price of $2.80 per share. The Company valued the warrant at $69,200 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $2.74; exercise price per share: $2.80; risk-free interest rate: 0.50%; contractual term: 3 years; volatility: 79.09%; expected dividend rate: 0%. The fair value of the warrant was initially recorded as a prepaid expense and was to be expensed over one year in accordance with the terms of the contract. The contract and related warrant were cancelled in October 2012 and the remaining amount attributable to the fair value of the warrant was expensed. | ||||||||||||||||
In June 2012, the Company entered into a contract for investor relations and public company support services through December 31, 2012 pursuant to which it granted 280,000 restricted shares of its common stock valued at $238,000 based on the grant date quoted market price of $0.85 per share and warrants to purchase 100,000 restricted shares of its common stock at an exercise price of $3.00 per share through December 31, 2015. The Company valued the warrant at $25,800 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.85; exercise price per share: $3.00; risk-free interest rate: 0.46%; contractual term: 3.53 years; volatility: 84.279%; expected dividend rate: 0%. The fair value of the stock and the warrant was recorded as a prepaid expense and is being expensed over the approximately six-month term of the contract. | ||||||||||||||||
In June 2012, the Company entered into a contract for investor relations consulting services pursuant to which it granted 120,000 restricted shares of its common stock valued at $102,000 based on the grant date quoted market price of $0.85 per share. The fair value of the stock was recorded as a prepaid expense and is being expensed over the approximately six-month term of the contract. | ||||||||||||||||
In August 2012, the Company modified an existing warrant and issued a new warrant to Morrison & Foerster as additional consideration for the Restructuring Agreement, as disclosed in Note 8, Convertible Promissory Notes and Other Notes Payable. As described in Note 8, the Company has treated the aggregate of the incremental value of the Amended M&F Warrant and the fair value of the New M&F Warrant as a discount to the Replacement Notes, which discount is being amortized to interest expense using the effective interest rate method over the term of the Replacement Notes. | ||||||||||||||||
During August 2012, the Company issued 88,235 restricted shares of its common stock valued at a market price of $1.01 per share in settlement of a past-due obligation for business development consulting services in the amount of $25,000. The Company charged the loss on the settlement to interest expense. As disclosed in Note 8, Convertible Promissory Notes and Other Notes Payable, in August 2012, the Company issued a promissory note in the principal amount of $60,000 and 15,000 restricted shares of its common stock valued at $0.94 per share in settlement of its past due obligation for AV-101 clinical development services. | ||||||||||||||||
In February 2013, the Company entered into a contract for various strategic consulting services pursuant to which it granted a five-year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $1.50 per share. The Company valued the warrant at $11,200 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.79; exercise price per share: $1.50; risk-free interest rate: 0.84%; contractual term: 5 years; volatility: 87.14%; expected dividend rate: 0%, and expensed the fair value of the warrant during the fourth quarter of the fiscal year ended March 31, 2013. | ||||||||||||||||
Warrants to Purchase Common Stock | ||||||||||||||||
Warrant Grants and Exercises | ||||||||||||||||
On March 19, 2014, the Company granted five -year warrants to purchase an aggregate of 415,000 restricted shares of the Company’s unregistered common stock at an exercise price of $0.50 per share to the independent members of its Board of Directors and certain of its officers. The warrants become exercisable for 50% of the shares on April 1, 2014, 25% of the shares on April 1, 2015 and 25% of the shares on April 1, 2016, provided that the warrant will become fully vested upon a change in control of the Company, as defined, or the consummation by the Company and a third party of a license or sale transaction involving at least one new drug rescue variant. The Company valued the warrants at $120,800 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.46; exercise price per share: $0.50; risk-free interest rate: 1.75%; contractual term: 5 years; volatility: 80.57%; expected dividend rate: 0%. The Company recognized stock compensation expense of $60,400 related to the grants in the fourth quarter of the fiscal year ended March 31, 2014. | ||||||||||||||||
In October 2013, the Company issued new warrants to purchase an aggregate of 237,500 shares of its restricted common stock to certain former warrant holders whose warrants to purchase an equivalent number of shares of the Company’s restricted common stock at an exercise price of $1.50 per share had recently expired. The Company calculated the fair value of the new warrants as $0.03 per share, using the Black-Scholes Option Pricing Model and the following assumptions. market price per share: $0.50; exercise price per share: $1.50; risk-free interest rate: 0.20%; contractual term: 1.32 years; volatility: 73.5%; and expected dividend rate: 0%. The Company recorded the aggregate fair value of $7,400 for the new warrants in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the fiscal year ended March 31, 2014, with a corresponding credit to additional paid-in capital, an equity account. | ||||||||||||||||
On March 3, 2013, the Company granted ten-year warrants to purchase an aggregate of 3,000,000 restricted shares of the Company’s unregistered common stock at an exercise price of $0.64 per share to the independent members of its Board of Directors and certain of its officers. The warrants become exercisable for 50% of the shares on April 1, 2013, 25% of the shares on April 1, 2014 and 25% of the shares on April 1, 2015, provided that the warrant will become fully vested upon a change in control of the Company, as defined, or the consummation by the Company and a third party of a license or sale transaction involving at least one new drug rescue variant. The Company valued the warrants at $1,604,800 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $0.64; exercise price per share: $0.64; risk-free interest rate: 1.86%; contractual term: 10 years; volatility: 84.73%; expected dividend rate: 0%. The Company recognized stock compensation expense of $802,400 related to the grants in the fourth quarter of the fiscal year ended March 31, 2013. | ||||||||||||||||
In June 2013 and October 2013, the Company’s Chief Executive Officer partially exercised an outstanding warrant to purchase 50,000 and 10,000 restricted shares of the Company’s common stock at an exercise price of $0.64 per share, respectively, and the Company received cash proceeds of $32,000 and $10,000, respectively, from the exercises. | ||||||||||||||||
Modification of Warrants Held by Platinum | ||||||||||||||||
Effective on May 24, 2013, the Company and Platinum entered into an Amendment and Waiver Agreement (the “Amendment and Waiver”) pursuant to which the Company agreed to reduce the exercise price of the Exchange Warrant and the Investment Warrants issued to Platinum in October 2012 and February 2013 and March 2013 (collectively, the “Warrants”) from $1.50 per share to $0.50 per share in consideration for Platinum’s agreement to waive its rights for any increase in the number of shares of common stock issuable under the adjustment provisions of the Exchange Warrant and the Investment Warrants that would otherwise occur from (i) the Company’s sale of shares of its common stock at a price of $0.50 per share in connection with the Autilion Financing; (ii) the March 2013 grant of warrants to certain of the Company’s officers and independent directors to purchase an aggregate of 3.0 million restricted shares of common stock at an exercise price of $0.64 per share; and (iii) the Company’s issuance of restricted shares of its common stock resulting in gross proceeds not to exceed $1.5 million in connection with the exercise by warrant holders, by no later than June 30, 2013, subsequently extended to July 30, 2013, of previously outstanding warrants for which the Company may reduce the exercise price to not less than $0.50 per share. (See “Other Warrant Modifications and Exercises” below.) | ||||||||||||||||
As described in Note 4, Fair Value Measurements and in Note 9, Convertible Promissory Notes and Other Notes Payable, the Company re-measures the fair value of the Exchange Warrant, the Investment Warrants and the July 2013 Warrant at the end of each quarterly reporting period. The fair value re-measurement at June 30, 2013 incorporated the modification of the exercise price resulting from the Amendment and Waiver and the corresponding adjustment was reflected as a component of the Warrant Liability at that date. The Company also re-measures at the end of each reporting period the fair value of the Series A Exchange Warrant which is contingently issuable to Platinum upon the exchange of its shares of the Company’s Series A Preferred Stock into shares of the Company’s restricted common stock. At March 31, 2014 and 2013, the Company determined the fair values of the Exchange Warrant, the Investment Warrants, the July 2013 Warrant (2014 only) and the Series A Preferred Exchange Warrant to be a weighted average of $0.27 and $0.59 per share, respectively, or an aggregate of $2,973,900 and $6,394,000, which amounts are reflected as Warrant Liability in the accompanying Consolidated Balance Sheets at March 31, 2014 and 2013, respectively. The Company determined the fair value of the warrants at March 31, 2014 using a Monte Carlo simulation model assuming the exercise price of the warrants to be the lower of (i) $0.50 per share or (ii) the projected market price of the Company’s common stock as determined by the simulation model and the other assumptions indicated in the table below. The Company determined the fair value of the warrants at March 31, 2013 using the Black Scholes Option Pricing Model and the assumptions indicated in the table below. | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Market price of common stock | $ | 0.46 | $ | 0.83 | ||||||||||||
Exercise price per share | $ | 0.49 to $0.50 | $ | 0.5 | ||||||||||||
Risk-free interest rate | 1.73 | % | 0.77 | % | ||||||||||||
Volatility | 75 | % | 85 | % | ||||||||||||
Term (years) | 3.5 to 5.0 | 4.5 to 5.0 | ||||||||||||||
Dividend rate | 0 | % | 0 | % | ||||||||||||
Probability of Series A Preferred exchange | 95 | % | 95 | % | ||||||||||||
Fair value per share | $ | 0.26 to $0.29 | $ | 0.59 to $0.62 | ||||||||||||
Other Warrant Modifications and Exercises | ||||||||||||||||
During the months of June and July 2013, the Company offered certain long-term warrant holders the opportunity to exercise warrants having an exercise price of $1.50 per share to purchase shares of the Company’s restricted common stock at a reduced exercise price of $0.50 per share through July 30, 2013. Warrant holders exercised warrants to purchase an aggregate of 528,370 restricted shares of the Company’s common stock and the Company received cash proceeds of $264,200. In addition, certain warrant holders exercised modified warrants to purchase 16,646 restricted shares of the Company’s common stock in lieu of payment by the Company in satisfaction of amounts due for professional services in the aggregate amount of $8,300. The Company calculated the fair value of the warrants exercised immediately before and after the modifications and determined that the fair value of the warrants exercised decreased. . | ||||||||||||||||
In October 2013 the Company modified certain outstanding warrants held by its long-term investors and consultants to purchase an aggregate of 1,292,778 restricted shares of the Company’s common stock to reduce the exercise price of the warrants to $0.50 per share and, for warrants scheduled to expire on December 31, 2013, extend the exercise term of the warrants until January 31, 2015, generally without modifying the exercise price. The Company calculated the fair value of the warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $77,800, which is reflected in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the fiscal year ended March 31, 2014. The warrants subject to the exercise price modifications and term extensions were valued using the Black-Scholes Option Pricing Model and the following assumptions: | ||||||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share at modification date | $ | 0.5 | $ | 0.5 | ||||||||||||
Exercise price per share (weighted average) | $ | 1.5 | $ | 1.23 | ||||||||||||
Risk-free interest rate (weighted average) | 0.33% | 0.44% | ||||||||||||||
Contractual term in years (weighted average) | 1.4 | 2.1 | ||||||||||||||
Volatility (weighted average) | 74.40% | 75.80% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.05 | $ | 0.11 | ||||||||||||
In December 2013, the Company modified additional outstanding warrants held by certain of its long-term investors, consultants, and members of management and its Board of Directors to purchase an aggregate of 1,260,251 restricted shares of its common stock to reduce the exercise price of the warrants to $0.50 per share and, in limited cases, extend the exercise term of the warrants. The Company calculated the fair value of the warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $344,000, which is reflected in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the fiscal year ended March 31, 2014. The warrants subject to the exercise price modifications and term extensions were valued using the Black-Scholes Option Pricing Model and the following assumptions: | ||||||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share at modification date | $ | 0.4 | $ | 0.4 | ||||||||||||
Exercise price per share (weighted average) | $ | 1.67 | $ | 0.5 | ||||||||||||
Risk-free interest rate (weighted average) | 0.51% | 0.57% | ||||||||||||||
Contractual term in years (weighted average) | 2.06 | 2.34 | ||||||||||||||
Volatility (weighted average) | 73.60% | 74.40% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.05 | $ | 0.14 | ||||||||||||
In February 2014, the Company modified additional outstanding warrants held by certain of its long-term investors to purchase an aggregate of 574,432 restricted shares of its common stock primarily to extend the exercise term of the warrants, and, in limited cases, to reduce the exercise price from $1.50 per share to $0.50 per share. The Company calculated the fair value of the warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $29,800, which is reflected in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the fiscal year ended March 31, 2014. The warrants subject to the exercise price modifications and term extensions were valued using the Black-Scholes Option Pricing Model and the following assumptions: | ||||||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share at modification date | $ | 0.46 | $ | 0.46 | ||||||||||||
Exercise price per share (weighted average) | $ | 1.41 | $ | 1.19 | ||||||||||||
Risk-free interest rate (weighted average) | 0.07% | 0.18% | ||||||||||||||
Contractual term in years (weighted average) | 0.4 | 1.34 | ||||||||||||||
Volatility (weighted average) | 68.70% | 69.90% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.01 | $ | 0.06 | ||||||||||||
In February 2013, the Company modified certain outstanding warrants to purchase an aggregate of 1,706,709 restricted shares of the Company’s common stock at exercise prices in excess of $1.50 per share to reduce the exercise price to $1.50 per share. The Company determined that the increase in the fair value of the warrants exercised was $67,500, which is reflected in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended March 31, 2013. The warrants subject to the exercise price modification were valued using the Black-Scholes Option Pricing Model and the following assumptions: | ||||||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share (weighted average) | $ | 0.6 | $ | 0.6 | ||||||||||||
Exercise price per share (weighted average) | $ | 2.51 | $ | 1.5 | ||||||||||||
Risk-free interest rate (weighted average) | 0.21% | 0.21% | ||||||||||||||
Expected term in years (weighted average) | 1.38 | 1.38 | ||||||||||||||
Volatility (weighted average) | 80.80% | 80.80% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.03 | $ | 0.07 | ||||||||||||
Between May and June 30, 2012, the Company offered certain warrant holders the opportunity to exercise their warrants to purchase restricted shares of the Company’s common stock at reduced exercise prices. The Company subsequently extended the offer through August 2012. Warrant holders exercised warrants to purchase an aggregate of 524,056 restricted shares of the Company’s common stock and the Company received cash proceeds of $262,000. In addition, certain warrant holders exercised warrants to purchase 25,000 restricted shares of the Company’s common stock in lieu of payment by the Company in satisfaction of amounts due for services in the aggregate amount of $12,500. For every three discounted warrant shares exercised by the warrant holders, the Company granted a three-year warrant to purchase one restricted share of its common stock at an exercise price of $3.00 per share. | ||||||||||||||||
The Company calculated the fair value of the warrants exercised immediately before and after the May 18, 2012 Board of Directors approval of the modification offer, and on the exercise date for the exercises occurring after June 30, 2012, and determined that the increase in the fair value of the warrants exercised was $440,700, which is reflected in general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended March 31, 2013. The warrants subject to the exercise price modifications were valued using the Black-Scholes Option Pricing Model and the following assumptions: | ||||||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share (weighted average) | $ | 1.95 | $ | 1.95 | ||||||||||||
Exercise price per share (weighted average) | $ | 2.75 | $ | 0.5 | ||||||||||||
Risk-free interest rate (weighted average) | 0.29% | 0.06% | ||||||||||||||
Expected term in years (weighted average) | 1.93 | 0.12 | ||||||||||||||
Volatility (weighted average) | 78.00% | 85.70% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.64 | $ | 1.45 | ||||||||||||
In connection with the foregoing exercises, the Company issued three-year warrants to purchase 183,025 restricted shares of the Company’s common stock at an exercise price of $3.00 per share. The Company valued these warrants at $35,900 using the Black Scholes Option Pricing Model and the following assumptions: weighted average market price per share: $0.89; exercise price per share: $3.00; risk-free interest rate: 0.42%; contractual term: 3.0 years; volatility: 78.04%; expected dividend rate: 0%. The fair value of the warrants was charged to interest expense. | ||||||||||||||||
In making its fair value determinations for both warrant modifications and new grants using the Black Scholes Option Pricing Model, the Company utilizes the following principles in selecting its input assumptions. The market price per share is based on the quoted market price of the Company’s common stock on the Over-the-Counter Bulletin Board on the date of the modification or grant. Because of its short history as a public company, the Company estimates stock price volatility based on the historical volatilities of a peer group of public companies over the contractual or remaining contractual term of the warrant. The contractual term of the warrant is determined based on the grant or modification date and the latest date on which the warrant can be exercised under its terms or under the terms of the discounted exercise price offer. The risk-free rate of interest is based on the quoted constant maturity rate for U.S Treasury Bills on the date of the grant or modification for the term corresponding with the contractual term or remaining term of the warrant. The dividend rate is zero as the Company has not paid and does not expect to pay dividends in the near future. | ||||||||||||||||
Warrants Outstanding | ||||||||||||||||
The following table summarizes outstanding warrants to purchase restricted shares of the Company’s common stock as of March 31, 2014. The weighted average exercise price of outstanding warrants at March 31, 2014 was $0.87 per share. | ||||||||||||||||
Shares Subject to | ||||||||||||||||
Exercise | Weighted Average | Purchase at | ||||||||||||||
Price | Expiration | Years to | March 31, | |||||||||||||
per Share | Date | Expiration | 2014 | |||||||||||||
$ | 0.5 | 12/31/2014 to 3/19/2019 | 3.34 | 5,856,983 | ||||||||||||
$ | 0.64 | 3/3/23 | 8.92 | 2,940,000 | ||||||||||||
$ | 0.88 | 5/31/15 | 1.17 | 15,428 | ||||||||||||
$ | 1 | 7/30/2016 to 9/30/2017 | 3.05 | 5,326,029 | ||||||||||||
$ | 1.25 | 12/31/2014 to 5/31/2015 | 0.8 | 50,280 | ||||||||||||
$ | 1.5 | 11/4/2014 to 3/4/2018 | 2.45 | 2,353,052 | ||||||||||||
$ | 2 | 9/15/17 | 3.46 | 425,000 | ||||||||||||
$ | 2.5 | 5/31/15 | 1.17 | 42,443 | ||||||||||||
$ | 2.625 | 1/31/15 | 0.84 | 61,418 | ||||||||||||
$ | 3 | 2/13/16 | 1.87 | 25,000 | ||||||||||||
4.07 | 17,095,633 | |||||||||||||||
Note Receivable from Sale of Company Securities | ||||||||||||||||
In May 2011, the Company accepted a $500,000 short-term note from an investor in payment for shares of the Company’s common stock sold to the investor in a private placement transaction. In October 2011, the Company restructured the note to extend the repayment term through September 1, 2012 and to increase the interest rate to 5% per annum. On November 8, 2012 the Company and the investor again amended the note to require payment of the outstanding balance of $256,000, reflecting unpaid principal and accrued interest, in twenty-four monthly payments of $11,000 beginning in December 2012 and continuing through November 2014, with a final payment of the remaining unpaid principal and interest due in December 2014. The outstanding principal balance of the note receivable at March 31, 2014 and 2013 was $198,100 and $209,100, respectively. | ||||||||||||||||
Reserved Shares | ||||||||||||||||
At March 31, 2014, the Company has reserved shares of its common stock for future issuance as follows: | ||||||||||||||||
Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding (1) | 15,000,000 | |||||||||||||||
Warrant shares issuable to Platinum upon exercise of common stock warrant upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 | |||||||||||||||
110% of shares issuable upon conversion of 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including interest accrued through maturity (2) | 11,227,423 | |||||||||||||||
Pursuant to warrants to purchase common stock: | ||||||||||||||||
Subject to outstanding warrants | 17,095,633 | |||||||||||||||
Issuable pursuant to accrued interest through maturity on outstanding promissory notes | ||||||||||||||||
issued to Morrison & Foerster, Cato Research Ltd., and University Health Network | 938,971 | |||||||||||||||
18,034,604 | ||||||||||||||||
Pursuant to stock incentive plans: | ||||||||||||||||
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 | |||||||||||||||
Available for future grants | 735,200 | |||||||||||||||
4,984,471 | ||||||||||||||||
Upon conversion of notes and accrued interest issued pursuant to the Winter 2013/2014 Private Placement of Units | 2,470,000 | |||||||||||||||
Upon further sales of Units in the Spring 2014 Private Placement of Units | 14,900,000 | |||||||||||||||
Upon further sale of shares to Autilion under the amended Securities Purchase Agreement | 71,950,000 | |||||||||||||||
Total | 146,066,498 | |||||||||||||||
____________ | ||||||||||||||||
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum | ||||||||||||||||
(2) Assumes conversion under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum and the terms of the individual notes | ||||||||||||||||
Research_and_Development_Expen
Research and Development Expenses | 12 Months Ended |
Mar. 31, 2014 | |
Research and Development [Abstract] | ' |
Research and Development Expenses | ' |
The Company recorded research and development expenses of approximately $2.5 million and $3.4 million in the fiscal years ended March 31, 2014 and 2013, respectively. Research and development expense is composed primarily of employee compensation expenses, including stock–based compensation, and direct project expenses, including costs incurred by third-party research collaborators, some of which may be reimbursed under the terms of grant or collaboration agreements. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
The provision for income taxes for the periods presented in the consolidated statements of operations represents minimum California franchise taxes. Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax losses as a result of the following: | |||||||||
Fiscal Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Computed expected tax benefit | -34 | % | -34 | % | |||||
Tax effect of Warrant Liability mark to market | 41.5 | % | -4.3 | % | |||||
Other losses not benefitted | -7.5 | % | 38.2 | % | |||||
Other | 0.1 | % | 0.1 | % | |||||
Income tax expense | 0.1 | % | 0 | % | |||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands): | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryovers | $ | 19,733 | $ | 19,010 | |||||
Basis differences in fixed assets | 37 | 9 | |||||||
Accruals and reserves | 17 | 8 | |||||||
Total deferred tax assets | 19,787 | 19,027 | |||||||
Valuation allowance | (19,787 | ) | (19,027 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $760,000 and $2,814,000 during the fiscal years ended March 31, 2014 and 2013, respectively. When realized, deferred tax assets related to employee stock options will be credited to additional paid-in capital. | |||||||||
As of March 31, 2014, the Company had U.S. federal net operating loss carryforwards of $50.3 million, which will expire in fiscal years 2019 through 2034. As of March 31, 2014, the Company had state net operating loss carryforwards of $44.7 million, which will expire in fiscal years 2014 through 2034. | |||||||||
U.S. federal and state tax laws include substantial restrictions on the utilization of net operating loss carryforwards in the event of an ownership change of a corporation. The Company has not performed a change in ownership analysis since its inception in 1998 and accordingly some or all of its net operating loss carryforwards may not be available to offset future taxable income, if any. Even if the loss carryforwards are available they may be subject to substantial annual limitations resulting from past ownership changes, and ownership changes occurring after March 31, 2014, that could result in the expiration of the loss carryforwards before they are utilized. | |||||||||
The Company files income tax returns in the U.S. federal and Canadian jurisdictions and California and Maryland state jurisdictions. The Company is subject to U.S. federal and state income tax examinations by tax authorities for tax years 1999 through 2014 due to net operating losses that are being carried forward for tax purposes. | |||||||||
The Company does not have any uncertain tax positions or unrecognized tax benefits at March 31, 2014 and 2013. The Company’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. |
Licensing_and_Collaborative_Ag
Licensing and Collaborative Agreements | 12 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
Licensing and Collaborative Agreements | ' |
University Health Network | |
On September 17, 2007, the Company and UHN entered into a Sponsored Research Collaboration Agreement (“SRCA”) to develop certain stem cell technologies for drug discovery, development and rescue technologies. The SRCA was amended on April 19, 2010 to extend the term to five years and give the Company various options to extend the term for an additional three years. On December 15, 2010, the Company and UHN entered into a second amendment to expand the scope of work to include induced pluripotent stem cell technology and to further expand the scope of research and term extension options. On April 25, 2011, the Company and UHN amended the SRCA a third time to expand the scope to include therapeutic and stem cell therapy applications of induced pluripotent cells and to extend the date during which the Company may elect to fund additional projects to April 30, 2012. On October 24, 2011, the Company and UHN amended the SRCA a fourth time to identify five key programs that will further support the Company’s core drug rescue initiatives and potential cell therapy applications. Under the terms of the fourth amendment, the Company committed to making monthly payments of $50,000 per month from October 2011 through September 2012 to fund these programs. As disclosed in Note 9, Convertible Notes and Other Notes Payable, in October 2012, the Company issued a promissory note in the principal amount of $549,500 and a warrant to UHN as payment in full for services rendered under the fourth amendment. Additionally, the Company and UHN entered into Amendment No. 5 to the SRCA establishing the sponsored research projects and the sponsored research budgets under the SRCA from October 1, 2012 to September 30, 2013, as well as a schedule of the Company’s sponsored research payments for such period totaling $309,000. | |
Concurrent with the execution of the fourth amendment to the SRCA, the Company and UHN entered into a License Agreement under the terms of which UHN granted the Company exclusive rights to the use of a novel molecule that can be employed in the identification and isolation of mature and immature human cardiomyocytes from pluripotent stem cells, as well as methods for the production of cardiomyocytes from pluripotent stem cells that express this marker. In consideration for the grant of the license, the Company has agreed to make payments to UHN totaling $3.9 million, if, and when, it achieves certain commercial milestones set forth in the License Agreement, and to pay UHN royalties based on the receipt of revenue by the Company attributable to the licensed patents. | |
U.S. National Institutes of Health | |
During fiscal years 2006 through 2008, the U.S. National Institutes of Health ("NIH") awarded the Company a $4.2 million grant to support preclinical development of AV-101, the Company’s lead drug candidate for treatment of neuropathic pain and other neurodegenerative diseases such as Huntington’s and Parkinson’s diseases. In June 2009, the NIH awarded the Company a $4.2 million grant to support the Phase I clinical development of AV-101, which amount was subsequently increased to a total of $4.6 million in July 2010. The Company recognized NIH grant revenue related to AV-101 in the amount of $187,000 in the quarter ended June 30, 2012. The grant expired in the ordinary course on June 30, 2012. | |
Cato Research Ltd. | |
The Company has built a strategic development relationship with Cato Research Ltd. (“CRL”), a global contract research and development organization, or CRO, and an affiliate of one of the Company’s largest institutional stockholders. CRL has provided the Company with access to essential CRO services and regulatory expertise supporting its AV-101 preclinical and clinical development programs and other projects. The Company recorded research and development expenses for CRO services provided by CRL in the amounts of $52,500 and $703,800 for the fiscal years ended March 31, 2014 and 2013, respectively. As described in Note 9, Convertible Promissory Notes and Other Notes Payable, in October 2012, the Company issued an unsecured promissory note in the principal amount of $1,009,000, and a warrant exercisable for 1,009,000 shares of the Company’s common stock, as payment in full of all amounts owed to CRL for CRO services rendered to the Company through December 31, 2012. | |
Stock_Option_Plans_and_401k_Pl
Stock Option Plans and 401(k) Plan | 12 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||||||||
Stock Option Plans and 401(k) Plan | ' | ||||||||||||||||||||||
The Company has the following share-based compensation plans. | |||||||||||||||||||||||
2008 Stock Incentive Plan | |||||||||||||||||||||||
The Company’s 2008 Stock Incentive Plan (the “2008 Plan”) was adopted by the shareholders of VistaGen California on December 19, 2008 and assumed by the Company in connection with the Merger. The maximum number of shares of the Company’s common stock that may be granted pursuant to the 2008 Plan is 5,000,000 shares. The maximum number of shares that may be granted under the 2008 Plan is subject to adjustments for stock splits, stock dividends or other similar changes in the common stock or capital structure. | |||||||||||||||||||||||
1999 Stock Incentive Plan | |||||||||||||||||||||||
The Company’s 1999 Stock Incentive Plan (the “1999 Plan”) was adopted by the shareholders of VistaGen California on December 6, 1999 and assumed by the Company in connection with the Merger. The Company initially reserved 900,000 shares for the issuance of awards under the 1999 Plan. The 1999 Plan has terminated under its own terms and, as a result, no awards may currently be granted under the 1999 Plan. However, the unexpired options and awards that have already been granted pursuant to the 1999 Plan remain operative. | |||||||||||||||||||||||
Description of the 2008 Plan | |||||||||||||||||||||||
Under the terms of the 2008 Plan, the Compensation Committee of the Company’s Board of Directors may grant shares, options or similar rights having either a fixed or variable price related to the fair market value of the shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any other security with the value derived from the value of the shares. Such awards include stock options, restricted stock, restricted stock units, stock appreciation rights and dividend equivalent rights. | |||||||||||||||||||||||
The Compensation Committee may grant nonstatutory stock options under the 2008 Plan at a price of not less than 100% of the fair market value of the Company’s common stock on the date the option is granted. Incentive stock options under the 2008 Plan may be granted at a price of not less than 100% of the fair market value of the Company’s common stock on the date the option is granted. Incentive stock options granted to employees who, on the date of grant, own stock representing more than 10% of the voting power of all of the Company’s classes of stock are granted at an exercise price of not less than 110% of the fair market value of the Company’s common stock. The maximum term of these incentive stock options granted to employees who own stock possessing more than 10% of the voting power of all classes of the Company’s stock may not exceed five years. The maximum term of an incentive stock option granted to any other participant may not exceed ten years. The Compensation Committee determines the term and exercise or purchase price of all other awards granted under the 2008 Plan. The Compensation Committee also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Awards under the 2008 Plan may vest upon the passage of time or upon the attainment of certain performance criteria established by the Compensation Committee. | |||||||||||||||||||||||
Unless terminated sooner, the 2008 Plan will automatically terminate in 2017. The Board of Directors may at any time amend, suspend or terminate the Company’s 2008 Plan. | |||||||||||||||||||||||
During the third quarter of fiscal 2013, when the quoted market price of the Company’s common stock was $0.71 per share, the Company cancelled outstanding options to purchase an aggregate of 870,550 shares of its common stock at exercise prices between $1.13 per share and $2.58 per share held by certain employees, excluding the Company’s Chief Executive Officer and President and Chief Scientific Officer, and by certain consultants and granted those persons new options to purchase an aggregate of 920,550 shares at an exercise price of $0.75 per share. Such options granted during fiscal 2013 have a contractual term of 10 years with options to purchase 604,699 shares granted as immediately vested, and the remaining option shares vesting over a period of two years. The cancellation and reissuance was accounted for as a modification of the options and resulted in a charge of $133,000. During the third quarter of fiscal 2014, when the quoted market price of the Company’s common stock was $0.40 per share, the Company reduced the exercise price of an aggregate of 3,924,245 outstanding options to purchase shares of its common stock at exercise prices between $0.75 per share and $2.99 per share held by certain employees, including the Company’s officers and directors, and by certain consultants to $0.40 per share or $0.50 per share. These reductions in exercise price were accounted for as a modification of the options and resulted in a charge of $252,000. | |||||||||||||||||||||||
The following table summarizes share-based compensation expense, including share-based expense related to the March 2014 and March 2013 grants of warrants to certain of the Company’s officers and to its independent directors as described in Note 10, Capital Stock, included in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the years ended March 31, 2014 and 2013. | |||||||||||||||||||||||
Fiscal Years Ended | |||||||||||||||||||||||
March 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Research and development expense: | |||||||||||||||||||||||
Stock option grants, including expense related to modifications | $ | 296,900 | $ | 242,300 | |||||||||||||||||||
Warrants granted to officer in March 2014 | 22,800 | - | |||||||||||||||||||||
Warrants granted to officer in March 2013 | 133,700 | 267,500 | |||||||||||||||||||||
453,400 | 509,800 | ||||||||||||||||||||||
General and administrative expense: | |||||||||||||||||||||||
Stock option grants, including expense related to modifications | 385,100 | 196,600 | |||||||||||||||||||||
Warrants granted to officer and directors in March 2014 | 31,300 | - | |||||||||||||||||||||
Warrants granted to officers and directors in March 2013 | 267,500 | 534,900 | |||||||||||||||||||||
683,900 | 731,500 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,137,300 | $ | 1,241,300 | |||||||||||||||||||
The Company used the Black-Scholes option valuation model with the following assumptions to determine share-based compensation expense related to option grants during the fiscal years ended March 31, 2014 and 2013: | |||||||||||||||||||||||
Fiscal Years Ended March 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Exercise price | $0.40 to $0.82 | $0.51 and $0.75 | |||||||||||||||||||||
Market price on date of grant | $0.40 to $0.82 | $0.51 and $0.71 | |||||||||||||||||||||
Risk-free interest rate | 1.08% to 2.53% | 0.90% to 1.74% | |||||||||||||||||||||
Expected term (years) | 6.25 to 10.0 | 6.25 to 10.0 | |||||||||||||||||||||
Volatility | 87.9% to 103.2% | 82.9% to 85.4% | |||||||||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||||||||
Fair value per share at grant date | $0.32 to $0.68 | $0.36 to $0.59 | |||||||||||||||||||||
The expected term of options represents the period that the Company’s share-based compensation awards are expected to be outstanding. The Company has calculated the weighted-average expected term of the options using the simplified method as prescribed by Securities and Exchange Commission Staff Accounting Bulletins No. 107 and No. 110 (“SAB No. 107 and 110”). The utilization of SAB No. 107 and 110 was based on the lack of relevant historical data due to the Company’s limited historical experience as a publicly traded company as well as the lack of liquidity resulting from the limited number of freely-tradable shares of its common stock. Limited historical experience and lack of liquidity in its stock also resulted in the Company’s decision to utilize the historical volatilities of a peer group of public companies’ stock over the expected term of the option in determining its expected volatility assumptions. The risk-free interest rate for periods related to the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is zero, as the Company has not paid any dividends and does not anticipate paying dividends in the near future. The Company calculated the forfeiture rate based on an analysis of historical data, as it reasonably approximates the currently anticipated rate of forfeitures for granted and outstanding options that have not vested. | |||||||||||||||||||||||
The following table summarizes activity for the fiscal years ended March 31, 2014 and 2013 under the Company’s stock option plans: | |||||||||||||||||||||||
Fiscal Years Ended March 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||
Average | Average | ||||||||||||||||||||||
Number of | Exercise | Number of | Exercise | ||||||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||||||||
Options outstanding at beginning of period | 4,912,604 | $ | 1.32 | 4,805,771 | $ | 1.53 | |||||||||||||||||
Options granted | 381,000 | $ | 0.54 | 1,075,550 | $ | 0.72 | |||||||||||||||||
Options exercised | - | $ | - | - | $ | - | |||||||||||||||||
Options cancelled | $ | - | (870,550 | ) | $ | 1.72 | |||||||||||||||||
Options forfeited | (79,080 | ) | $ | 1.75 | (29,167 | ) | $ | 1.75 | |||||||||||||||
Options expired | (965,253 | ) | $ | 1.2 | (69,000 | ) | $ | 1.34 | |||||||||||||||
Options outstanding at end of period | 4,249,271 | $ | 0.5 | 4,912,604 | $ | 1.32 | |||||||||||||||||
Options exercisable at end of period | 3,655,061 | $ | 0.5 | 4,227,436 | $ | 1.35 | |||||||||||||||||
Weighted average grant-date fair value of options granted during the period | $ | 0.42 | $ | 0.52 | |||||||||||||||||||
The following table summarizes information on stock options outstanding and exercisable under the Company’s option plans as of March 31, 2014: | |||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Average | Weighted | Weighted | |||||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||||
Exercise | Number | Years until | Exercise | Number | Exercise | ||||||||||||||||||
Price | Outstanding | Expiration | Price | Exercisable | Price | ||||||||||||||||||
$ | 0.4 | 1,041,550 | 8.53 | $ | 0.4 | 810,560 | $ | 0.4 | |||||||||||||||
$ | 0.5 | 2,988,695 | 5.9 | $ | 0.5 | 2,657,665 | $ | 0.5 | |||||||||||||||
$ | 0.72 - $ 1.80 | 219,026 | 5.46 | $ | 1.06 | 186,836 | $ | 1 | |||||||||||||||
4,249,271 | 6.52 | $ | 0.5 | 3,655,061 | $ | 0.5 | |||||||||||||||||
At March 31, 2014, there were 735,200 shares of the Company’s common stock remaining available for grant under the 2008 Plan. There were no option exercises during the year ended March 31, 2014. | |||||||||||||||||||||||
Aggregate intrinsic value is the sum of the amounts by which the fair value of the stock exceeded the exercise price (“in-the-money-options”). Based on the quoted market price of the Company’s common stock of $0.46 per share on March 31, 2014, the aggregate intrinsic value of outstanding options at that date was $62,500, of which $48,600 related to exercisable options. | |||||||||||||||||||||||
As of March 31, 2014, there was approximately $394,300 of unrecognized compensation cost related to non-vested share-based compensation awards from the 2008 Plan, which is expected to be recognized through May 2016. Additionally, at March 31, 2014 there was approximately $455,300 of unrecognized compensation cost related to unvested warrant grants to independent directors and officers, which is expected to be recognized through March 2016 absent any conditions which would accelerate the vesting of the awards and corresponding expense recognition. | |||||||||||||||||||||||
401(k) Plan | |||||||||||||||||||||||
The Company, through a third-party agent, maintains a retirement and deferred savings plan for its employees. This plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code. The retirement and deferred savings plan provides that each participant may contribute a portion of his or her pre-tax compensation, subject to statutory limits. Under the plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee. The retirement and deferred savings plan also permits the Company to make discretionary contributions, subject to established limits and a vesting schedule. To date, the Company has not made any discretionary contributions to the retirement and deferred savings plan on behalf of participating employees. | |||||||||||||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
Related Party Transactions | ' |
Cato Holding Company (“CHC”), doing business as Cato BioVentures ("CBV"), the parent of CRL, is one of the Company’s largest institutional stockholders at March 31, 2014, holding common stock and warrants to purchase common stock. Prior to the May 11, 2011 conversion of certain of VistaGen California’s outstanding promissory notes and the exchange of its preferred stock into shares of common stock in connection with the Merger, CBV held various promissory notes and a majority of VistaGen California’s Series B-1 Preferred Stock. Shawn Singh, the Company’s Chief Executive Officer and member of its Board of Directors, served as Managing Principal of CBV and as an officer of CRL until August 2009. As described in Note 9, Convertible Promissory Notes and Other Notes Payable, in April 2011, CBV loaned the Company $352,300 under the terms of the 2011 CHC Note. On October 10, 2012, the Company and CHC cancelled the 2011 CHC Note and exchanged it for a new unsecured promissory note in the principal amount of $310,443 (the “2012 CHC Note”) and a five-year warrant to purchase 250,000 restricted shares of the Company’s common stock at a price of $1.50 per share (the “CHC Warrant”). Additionally, on October 10, 2012, the Company issued to CRL: (i) an unsecured promissory note in the initial principal amount of $1,009,000, which is payable solely in restricted shares of the Company’s common stock and which accrues interest at the rate of 7.5% per annum, compounded monthly (the “CRL Note”), as payment in full for all contract research and development services and regulatory advice rendered by CRL to the Company and its affiliates through December 31, 2012 with respect to the preclinical and clinical development of AV-101, and (ii) a five-year warrant to purchase, at a price of $1.00 per share, 1,009,000 restricted shares of the Company’s common stock. | |
During fiscal year 2007, the Company entered into a contract research organization arrangement with CRL related to the development of AV-101, under which the Company incurred expenses of $52,500 and $703,800 for the fiscal years ended March 31, 2014 and 2013, respectively, with a portion of the fiscal 2013 expenses reimbursed under the NIH grant. Total interest expense on notes payable to CHC and CRL was $167,900 and $101,700 for the fiscal years ended March 31, 2014 and 2013, respectively. | |
Upon the approval of the Board of Directors, in December 2006, VistaGen California accepted a full-recourse promissory note in the amount of $103,400 from Mr. Singh in payment of the exercise price for options and warrants to purchase an aggregate of 126,389 restricted shares of VistaGen California’s common stock. The note accrued interest at a rate of 4.90% per annum and was due and payable no later than the earlier of (i) December 1, 2016 or (ii) ten days prior to the Company becoming subject to the requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”). On May 11, 2011, in connection with the Merger, the $128,200 outstanding balance of principal and accrued interest on this note was cancelled in accordance with Mr. Singh's employment agreement and recorded as additional compensation. In accordance with his employment agreement, Mr. Singh is also entitled to receive an income tax gross-up on the compensation related to the note cancellation. At March 31, 2014 and 2013, the Company had accrued $101,900 as an estimate of the gross-up amount, but the Company had not yet paid that amount to Mr. Singh. |
Commitments_Contingencies_Guar
Commitments, Contingencies, Guarantees and Indemnifications | 12 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments, Contingencies, Guarantees and Indemnifications | ' | ||||||||
From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. Management is not currently aware of any claims made or other legal matters that will have a material adverse effect on the Company’s consolidated financial position, results of operations or its cash flows. | |||||||||
The Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The Company will indemnify the officers or directors against any and all expenses incurred by the officers or directors because of their status as one of the Company’s directors or executive officers to the fullest extent permitted by California law. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company has a director and officer insurance policy which limits the Company's exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, there are no liabilities recorded for these agreements at March 31, 2014 or 2013. | |||||||||
In the normal course of business, the Company provides indemnifications of varying scopes under agreements with other companies, typically clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, the Company generally indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified parties in connection with the use or testing of the Company's product candidates or with any U.S. patents or any copyright or other intellectual property infringement claims by any third party with respect to the Company's product candidates. The terms of these indemnification agreements are generally perpetual. The potential future payments the Company could be required to make under these indemnification agreements is unlimited. The Company maintains liability insurance coverage that limits its exposure. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of March 31, 2014 or 2013. | |||||||||
Leases | |||||||||
As of March 31, 2014 and 2013, the following assets are under capital lease obligations and included in property and equipment: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Laboratory equipment | $ | 19,000 | $ | 19,000 | |||||
Office equipment | 4,500 | 4,500 | |||||||
23,500 | 23,500 | ||||||||
Accumulated depreciation | (11,100 | ) | (6,400 | ) | |||||
Net book value | $ | 12,400 | $ | 17,100 | |||||
Amortization expense for assets recorded under capital leases is included in depreciation expense. Future minimum payments, by year and in the aggregate, required under capital leases are as follows: | |||||||||
Equipment | |||||||||
Capital | |||||||||
Fiscal Years Ending March 31, | Leases | ||||||||
2015 | $ | 4,300 | |||||||
2016 | 1,200 | ||||||||
2017 | 1,200 | ||||||||
2018 | 100 | ||||||||
Future minimum lease payments | 6,800 | ||||||||
Less imputed interest included in minimum lease payments | (800 | ) | |||||||
Present value of minimum lease payments | 6,000 | ||||||||
Less current portion | (3,900 | ) | |||||||
Non-current capital lease obligation | $ | 2,100 | |||||||
At March 31, 2014, future minimum payments under operating leases relate to the Company’s facility lease in South San Francisco, California through July 31, 2017 and are as follows: | |||||||||
Fiscal Years Ending March 31, | Amount | ||||||||
2015 | $ | 250,900 | |||||||
2016 | 264,000 | ||||||||
2017 | 277,100 | ||||||||
2018 | 93,800 | ||||||||
$ | 885,800 | ||||||||
Total facility rent expense incurred by the Company for the fiscal years ended March 31, 2014 and 2013 was $284,100 and $179,000, respectively. | |||||||||
Long-Term Debt Repayment | |||||||||
At March 31, 2014, assuming that all outstanding convertible notes are converted into shares of common stock in accordance with their respective conversion provisions and that Replacement Note B issued to Morrison & Foerster, the CRL Note and the UHN Note, each as described further in Note 9, Convertible Promissory Notes and Other Notes Payable, are repaid through the issuance of restricted common stock upon the exercise of the warrants associated with such notes, future minimum principal payments related to long-term debt were as follows: | |||||||||
Fiscal Years Ending March 31, | Amount | ||||||||
2015 | $ | 1,562,500 | |||||||
2016 | 461,300 | ||||||||
2017 | 10,000 | ||||||||
2018 | 10,700 | ||||||||
Thereafter through June 2019 | 13,000 | ||||||||
$ | 2,057,500 | ||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
Subsequent Events | ' |
The Company has evaluated subsequent events through the date of this report and has identified the following material events and transactions that occurred after March 31, 2014. | |
2014 Unit Private Placement | |
From April 1, 2014 through June 19, 2014, the Company entered into securities purchase agreements with accredited investors, including Platinum, pursuant to which it sold to such accredited investors Units, for aggregate cash proceeds of $1,465,000, consisting of (i) 10% convertible 2014 Unit Notes in the aggregate face amount of $1,465,000 due on March 31, 2015 or automatically convertible into securities the Company may issue upon the consummation of a Qualified Financing, as defined in the 2014 Unit Note, prior to March 31, 2015; (ii) an aggregate of 1,465,000 restricted shares of the Company’s common stock; and (iii) 2014 Unit Warrants exercisable through December 31, 2016 to purchase an aggregate of 1,465,000 restricted shares of the Company’s common stock at an exercise price of $0.50 per share. | |
Satisfaction of Technology License and Maintenance Fees and Patent Expenses | |
In April 2014, the Company issued (i) a promissory note in the face amount of $300,000 due on the earlier of December 31, 2014, or the completion of a qualified financing, as defined, (ii) 300,000 restricted shares of its common stock and (iii) a warrant exercisable through March 31, 2019 to purchase 300,000 restricted shares of its common stock at an exercise price of $0.50 per share to Icahn School of Medicine at Mount Sinai in satisfaction of $288,400 of stem cell technology license maintenance fees and reimbursable patent prosecution costs. | |
Amendment of Notes and Warrants issued in 2013/2014 Unit Private Placement | |
Effective May 31, 2014, the Company entered into note and warrant amendment agreements with certain holders of 2013/2014 Unit Notes and 2013/2014 Unit Warrants to (i) modify certain terms of the 2013/2014 Unit Notes, including the maturity date and the conversion features, to conform to the corresponding terms of the 2014 Unit Notes and (ii) to modify certain terms of the 2013/2014 Unit Warrants, including the exercise price and expiration date, to conform to the corresponding terms of the 2014 Unit Warrants. Holders of 2013/2014 Unit Notes having an aggregate initial face amount of $845,000 agreed to the amendments. The maturity date of the $75,000 of initial face amount of 2013/2014 Unit Notes payable to holders who did not agree to amend their 2013/2014 Unit Note and 2013/2014 Unit Warrant remains July 30, 2014 and the exercise price and expiration date of the 2013/2014 Unit Warrants held by such holders remains unchanged. Since March 31, 2014 and through the date of this report, the Company has repaid 2013/2014 Unit Notes having an initial face value of $65,200. | |
Extension of McCarthy Note Maturity Date | |
On June 11, 2014, the Company and McCarthy agreed to extend the maturity date of the Company’s promissory note payable to McCarthy from June 14, 2014 to the earlier of (i) September 30, 2014, (ii) consummation of a financing in which the Company receives gross cash proceeds of at least $15.0 million, or (iii) consummation of a change of control of the Company, as defined in the McCarthy note. McCarthy also agreed to forbear with respect to the requirement that the Company make monthly payments on the note from the date of the agreement until maturity and granted the Company a waiver with respect to previously missed monthly payments. |
Supplemental_Financial_Informa
Supplemental Financial Information | 12 Months Ended | ||||||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||||||
Supplemental Financial Information | ' | ||||||||||||||||||||
Quarterly Results of Operations (Unaudited) | |||||||||||||||||||||
The following table presents the unaudited statements of operations data for each of the eight quarters in the period ended March 31, 2014. The information has been presented on the same basis as the audited financial statements and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts below to present fairly the unaudited quarterly results when read in conjunction with the audited financial statements and related notes. The operating results for any quarter should not be relied upon as necessarily indicative of results for any future period. | |||||||||||||||||||||
Unaudited Quarterly Results of Operations | |||||||||||||||||||||
(in thousands, except share and per share amounts) | |||||||||||||||||||||
Three Months Ended | Total | ||||||||||||||||||||
June 30, 2013 | 30-Sep-13 | 31-Dec-13 | 31-Mar-14 | Fiscal Year 2014 | |||||||||||||||||
Revenues: | |||||||||||||||||||||
Grant revenue | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Total revenues | - | - | - | - | - | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Research and development | 695 | 669 | 551 | 566 | 2,481 | ||||||||||||||||
General and administrative | 605 | 546 | 897 | 500 | 2,548 | ||||||||||||||||
Total operating expenses | 1,300 | 1,215 | 1,448 | 1,066 | 5,029 | ||||||||||||||||
Loss from operations | (1,300 | ) | (1,215 | ) | (1,448 | ) | (1,066 | ) | (5,029 | ) | |||||||||||
Other expenses, net: | |||||||||||||||||||||
Interest expense, net | (316 | ) | (323 | ) | (361 | ) | (503 | ) | (1,503 | ) | |||||||||||
Change in warrant liabilities | 1,805 | 79 | 1,940 | (257 | ) | 3,567 | |||||||||||||||
Income (loss) before income taxes | 189 | (1,459 | ) | 131 | (1,826 | ) | (2,965 | ) | |||||||||||||
Income taxes | (3 | ) | - | - | - | (3 | ) | ||||||||||||||
Net income (loss) | $ | 186 | $ | (1,459 | ) | $ | 131 | $ | (1,826 | ) | $ | (2,968 | ) | ||||||||
Basic net income (loss) per common share | $ | 0.01 | $ | (0.07 | ) | $ | 0.01 | $ | (0.08 | ) | $ | (0.14 | ) | ||||||||
Diluted net loss per common share | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.19 | ) | ||||||
Weighted average shares used in computing: | |||||||||||||||||||||
Basic net income (loss) per common share | 20,839,941 | 21,630,587 | 22,210,573 | 23,251,044 | 21,973,149 | ||||||||||||||||
Diluted net loss per common share | 21,229,190 | 21,630,587 | 22,210,573 | 23,251,044 | 21,973,149 | ||||||||||||||||
Three Months Ended | Total | ||||||||||||||||||||
June 30, 2012 | 30-Sep-12 | 31-Dec-12 | 31-Mar-13 | Fiscal Year 2013 | |||||||||||||||||
Revenues: | |||||||||||||||||||||
Grant revenue | $ | 200 | $ | - | $ | - | $ | - | $ | 200 | |||||||||||
Total revenues | 200 | - | - | - | 200 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Research and development | 866 | 1,106 | 1,120 | 339 | 3,431 | ||||||||||||||||
General and administrative | 1,055 | 576 | 799 | 1,132 | 3,562 | ||||||||||||||||
Total operating expenses | 1,921 | 1,682 | 1,919 | 1,471 | 6,993 | ||||||||||||||||
Loss from operations | (1,721 | ) | (1,682 | ) | (1,919 | ) | (1,471 | ) | (6,793 | ) | |||||||||||
Other expenses, net: | |||||||||||||||||||||
Interest expense, net | (103 | ) | (274 | ) | (235 | ) | (309 | ) | (921 | ) | |||||||||||
Change in warrant liabilities | - | - | 358 | (1,994 | ) | (1,636 | ) | ||||||||||||||
Loss on early extinguishment of debt | - | - | (3,537 | ) | (31 | ) | (3,568 | ) | |||||||||||||
Other income | - | - | - | 35 | 35 | ||||||||||||||||
Loss before income taxes | (1,824 | ) | (1,956 | ) | (5,333 | ) | (3,770 | ) | (12,883 | ) | |||||||||||
Income taxes | (2 | ) | - | (2 | ) | - | (4 | ) | |||||||||||||
Net loss | (1,826 | ) | $ | (1,956 | ) | $ | (5,335 | ) | $ | (3,770 | ) | $ | (12,887 | ) | |||||||
Deemed dividend on Series A Preferred Stock | - | - | (10,193 | ) | - | (10,193 | ) | ||||||||||||||
Net income (loss) attributable to common stockholders | $ | (1,826 | ) | $ | (1,956 | ) | $ | (15,528 | ) | $ | (3,770 | ) | $ | (23,080 | ) | ||||||
Basic and diluted net loss attributable to common stockholders per common share | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.85 | ) | $ | (0.19 | ) | $ | (1.27 | ) | ||||||
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share | 16,842,655 | 17,094,833 | 18,292,301 | 20,236,491 | 18,108,444 | ||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Summary Of Significant Accounting Policies Policies | ' | ||||||||
Basis of Presentation and Going Concern | ' | ||||||||
The accompanying Consolidated Financial Statements of the Company have been prepared assuming the Company will continue as a going concern. As a development stage company without sustainable revenues, VistaGen has experienced recurring losses and negative cash flows from operations. From inception through March 31, 2014, VistaGen has a deficit accumulated during its development stage of $70.6 million. The Company expects these conditions to continue for the foreseeable future as it expands its Human Clinical Trials in a Test Tube™ platform and executes its drug rescue programs and, potentially, regenerative medicine programs. | |||||||||
Since its inception in May 1998 and through March 2014, the Company has financed its operations and technology acquisitions primarily through the issuance and sale of equity and debt securities, including convertible promissory notes and short-term promissory notes, for aggregate cash proceeds of approximately $26.0 million, as well as from an aggregate of approximately $16.4 million of government research grant awards, strategic collaboration payments and other revenues. Additionally, during the same period, the Company has issued equity securities with an approximate aggregate value at issuance of $12.6 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to the Company or as compensation for such services. At March 31, 2014, the Company did not have sufficient cash or cash equivalents to enable it to fund its operations, including expected cash expenditures of approximately $5 million, through the next twelve months. To meet its cash needs and fund its working capital requirements after March 31, 2014 and prior to a debt- or equity-based financing, through June 19, 2014, the Company entered into securities purchase agreements with accredited investors and institutions pursuant to which it sold to such accredited investors units of our securities (“Units”), for aggregate proceeds of $1,465,000, consisting of: (i) 10% subordinate convertible promissory notes in the aggregate face amount of $1,465,000 maturing on March 31, 2015; (ii) an aggregate of 1,465,000 restricted shares of its common stock; and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 1,465,000 restricted shares of its common stock at an exercise price of $0.50 per share. | |||||||||
In April 2013, the Company entered into a Securities Purchase Agreement (as amended, “Securities Purchase Agreement”) with Autilion AG, a company organized and existing under the laws of Switzerland (“Autilion”), under which Autilion is contractually obligated to purchase an aggregate of 72.0 million restricted shares of the Company’s common stock at a purchase price of $0.50 per share for aggregate cash proceeds to the Company of $36.0 million (the “Autilion Financing”). To date, Autilion has completed only a nominal closing under the Securities Purchase Agreement. Therefore, Autilion is in default under the Securities Purchase Agreement, and the Company can provide no assurance that Autilion will complete a material closing under the Securities Purchase Agreement. In the event that Autilion does not complete a material portion of the Autilion Financing pursuant to the Securities Purchase Agreement in the near term, the Company will need to obtain from $4.0 million to $6.0 million from alternative financing sources to execute its business plan over the next twelve to fifteen months. Substantial additional financing may not be available to the Company on a timely basis, on acceptable terms, or at all. In the event the Company is unable to obtain substantial additional financing on a timely basis, its business, financial condition, and results of operations may be harmed, the price of its stock may decline, and it may not be able to continue as a going concern. | |||||||||
To meet its working capital needs during the fiscal year ended March 31, 2014, the Company issued an additional Senior Secured Convertible Promissory Note to Platinum, and sold Units consisting of convertible promissory notes, shares of its restricted common stock and warrants to purchase restricted shares of its common stock, to accredited investors in private placements as described more completely in Note 9, Convertible Promissory Notes and Other Notes Payable, and Note 10, Capital Stock. To provide working capital for operations from March 31, 2014 through the date of this report, the Company completed private placements of its securities to Platinum and other accredited investors resulting in aggregate cash proceeds of $1,465,000, as described in Note 17, Subsequent Events. | |||||||||
To the extent necessary, the Company may also seek to meet its future cash needs and fund its working capital requirements through a combination of additional private placements of its securities, which may include both debt and equity securities, research and development collaborations, license fees, and government grant awards. Alternatively, the Company may seek to raise additional capital through a registered public offering of its securities. In May 2014, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission covering the potential sale of shares of its common stock in a registered public offering. Additionally, the Company believes that its participation in strategic collaborations, including licensing transactions, may provide additional cash in support of its future working capital requirements. If the Company is unable to obtain sufficient financing from the Autilion Financing or alternative sources, it may be required to reduce, defer, or discontinue certain of its research and development activities or it may not be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, those relating to stock-based compensation, revenue recognition, and the assumptions used to value warrants, warrant modifications and warrant liabilities. | |||||||||
Principles of Consolidation | ' | ||||||||
Principles of Consolidation | |||||||||
The accompanying consolidated financial statements include the Company’s accounts, and the accounts of VistaGen California’s wholly-owned inactive subsidiaries, Artemis Neurosciences and VistaStem Canada. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents are considered to be highly liquid investments with maturities of three months or less at the date of purchase. | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from five to seven years. | |||||||||
Impairment or Disposal of Long-Lived Assets | ' | ||||||||
Impairment or Disposal of Long-Lived Assets | |||||||||
The Company evaluates its long-lived assets, primarily property and equipment, for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use or eventual disposition. If the estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company records an impairment loss in the amount by which the carrying value of the assets exceeds their fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company depreciates or amortizes the net book value of the assets over the newly determined remaining useful lives. The Company has not recorded any impairment charges to date. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
Although the Company does not currently have any such arrangements, it has historically generated revenue principally from collaborative research and development arrangements, technology transfer agreements, including strategic licenses, and government grants. Revenue arrangements with multiple components are divided into separate units of accounting if certain criteria are met, including whether the delivered component has stand-alone value to the customer. Consideration received is allocated among the separate units of accounting based on their respective selling prices. The selling price for each unit is based on vendor-specific objective evidence, or VSOE, if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available. The applicable revenue recognition criteria are then applied to each of the units. | |||||||||
The Company recognizes revenue when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) the transfer of technology has been completed or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For each source of revenue, the Company complies with the above revenue recognition criteria in the following manner: | |||||||||
● Collaborative arrangements typically consist of non-refundable and/or exclusive up front technology access fees, cost reimbursements for specific research and development spending, and various milestone and future product royalty payments. If the delivered technology does not have stand-alone value, the amount of revenue allocable to the delivered technology is deferred. Non-refundable upfront fees with stand-alone value that are not dependent on future performance under these agreements are recognized as revenue when received, and are deferred if the Company has continuing performance obligations and has no objective and reliable evidence of the fair value of those obligations. The Company recognizes non-refundable upfront technology access fees under agreements in which it has a continuing performance obligation ratably, on a straight-line basis, over the period in which the Company is obligated to provide services. Cost reimbursements for research and development spending are recognized when the related costs are incurred and when collectability is reasonably assured. Payments received related to substantive, performance-based “at-risk” milestones are recognized as revenue upon achievement of the milestone event specified in the underlying contracts, which represent the culmination of the earnings process. Amounts received in advance are recorded as deferred revenue until the technology is transferred, costs are incurred, or a milestone is reached. | |||||||||
● Technology license agreements typically consist of non-refundable upfront license fees, annual minimum access fees, development and/or regulatory milestone payments and/or royalty payments. Non-refundable upfront license fees and annual minimum payments received with separable stand-alone values are recognized when the technology is transferred or accessed, provided that the technology transferred or accessed is not dependent on the outcome of the continuing research and development efforts. Otherwise, revenue is recognized over the period of the Company’s continuing involvement, and, in the case of development and/or regulatory milestone payments, when the applicable event triggering such a payment has occurred. | |||||||||
● Government grants, which support the Company’s research efforts on specific projects, generally provide for reimbursement of approved costs as defined in the terms of grant awards. Grant revenue is recognized when associated project costs are incurred. | |||||||||
Research and Development Expenses | ' | ||||||||
Research and Development Expenses | |||||||||
Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses of the Company’s internal scientific personnel and direct project costs. External research and development expenses consist of sponsored stem cell research and development costs, costs associated with non-clinical and clinical drug rescue and development activities, including development of AV-101, the Company’s drug development candidate which has successfully completed Phase 1 development, and costs related to protection of the Company’s intellectual property, including, but not limited to, application and prosecution of patents related to the Company’s stem cell technology platform, Human Clinical Trials in a Test Tube, and AV-101. All such research and development costs are charged to expense as incurred. | |||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | |||||||||
The Company recognizes compensation cost for all stock-based awards to employees in its financial statements based on their grant date fair value. Stock-based compensation expense is recognized over the period during which the employee is required to perform service in exchange for the award, which generally represents the scheduled vesting period of options and warrants to purchase shares of the Company’s common stock. The Company has no awards with market or performance conditions. For stock-based awards to non-employees, the Company re-measures the fair value of such awards as they vest and the resulting value is recognized as an expense during the period over which applicable services are performed by the recipient. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company accounts for income taxes using the asset and liability approach for financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce the deferred tax assets to an amount expected to be realized. | |||||||||
Concentrations of Credit Risk | ' | ||||||||
Concentrations of Credit Risk | |||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s investment policies limit any such investments to short-term, low-risk investments. The Company deposits cash and cash equivalents with quality financial institutions and is insured to the maximum of federal limitations. Balances in these accounts may exceed federally insured limits at times. | |||||||||
Warrant Liability | ' | ||||||||
Warrant Liability | |||||||||
The Company has issued certain warrants to Platinum and, subject to Platinum’s exercise of its rights to exchange shares of the Company’s Series A Preferred that it holds, the Company is also obligated to issue an additional warrant to Platinum, that contain an exercise price adjustment feature in the event the Company subsequently issues additional equity instruments at a price lower than the exercise price of the warrants. The Company accounts for these warrants as non-cash liabilities and estimates their fair value as described in Note 4, Fair Value Measurements; Note 9, Convertible Promissory Notes and Other Notes Payable, and Note 10, Capital Stock. The Company computes the fair value of the warrant liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in determining the fair value of the warrant and the related liability is the Company‘s stock price, which is subject to significant fluctuation and is not under the Company’s control. The resulting change in the fair value of the warrant liability on the Company’s net income or loss is therefore also subject to significant fluctuation and will continue to be so until all of the warrants are issued and exercised, amended or expire. Assuming all other fair value inputs remain generally constant, the Company will record an increase in the warrant liability and non-cash expense when its stock price increases and a decrease in the warrant liability and non-cash income when its stock price decreases. | |||||||||
Comprehensive Loss | ' | ||||||||
Comprehensive Loss | |||||||||
The Company has no components of other comprehensive loss other than net loss, and accordingly the Company’s comprehensive loss is equivalent to its net loss for the periods presented. | |||||||||
Loss per Common Share | ' | ||||||||
Loss per Common Share | |||||||||
Basic income (loss) per share of common stock excludes the effect of dilution and is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted income (loss) per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. In calculating diluted net income (loss) per share, the Company adjusts the numerator for the change in the fair value of the warrant liability attributable to outstanding warrants, only if dilutive, and increases the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. As a result of the Company’s net loss for both periods presented, potentially dilutive securities were excluded from the computation, as their effect would be antidilutive. Additionally, no potentially dilutive securities were assumed to be converted into common shares and outstanding during either period for purposes of calculating diluted earnings per share. | |||||||||
Basic and diluted net loss attributable to common stockholders per share was computed as follows: | |||||||||
Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net loss attributable to common stockholders for basic earnings per share | $ | (2,967,700 | ) | $ | (23,079,900 | ) | |||
less: change in fair value of warrant liability attributable to Exchange, | |||||||||
Investment and July 2013 Warrants issued to Platinum | (1,219,500 | ) | - | ||||||
Net loss for diluted earnings per share attributable to common stockholders | $ | (4,187,200 | ) | $ | (23,079,900 | ) | |||
Denominator: | |||||||||
Weighted average basic common shares outstanding | 21,973,149 | 18,108,444 | |||||||
Assumed conversion of dilutive securities: | |||||||||
Warrants to purchase common stock | - | - | |||||||
Potentially dilutive common shares assumed converted | - | - | |||||||
Denominator for diluted earnings per share - adjusted | |||||||||
weighted average shares | 21,973,149 | 18,108,444 | |||||||
Basic net loss attributable to common stockholders per common share | $ | (0.14 | ) | $ | (1.27 | ) | |||
Diluted net loss attributable to common stockholders per common share | $ | (0.19 | ) | $ | (1.27 | ) | |||
Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2014 and 2013 are as follows: | |||||||||
Fiscal Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Series A preferred stock issued and outstanding (1) | 15,000,000 | 15,000,000 | |||||||
Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 | 7,500,000 | |||||||
Outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 | 4,912,604 | |||||||
Outstanding warrants to purchase common stock | 17,095,633 | 14,660,335 | |||||||
10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2014 (2) | 7,495,957 | 6,775,682 | |||||||
10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2014 | 535,506 | - | |||||||
10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014 | 2,186,811 | - | |||||||
Total | 54,063,178 | 48,848,621 | |||||||
____________ | |||||||||
(1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum | |||||||||
(2) Assumes conversion under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum and the terms of the individual notes | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first annual period beginning after December 15, 2016, using one of two retrospective application methods. The Company is currently evaluating the impact on its Consolidated Financial Statements of adopting this ASU. | |||||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements for development stage entities. Among other changes, this ASU will no longer require development stage entities to present inception-to-date information about income statement line items, cash flows, and equity transactions. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The Company’s adoption of this ASU will result in the elimination of the inception-to-date information currently included in its Consolidated Statements of Operations and Comprehensive Loss, Cash Flows and Stockholders’ Deficit effective with the fiscal year beginning in April 2015. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||
Computation of basic net income (loss) and diluted net loss attributable to common stockholders per share | ' | ||||||||
Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net loss attributable to common stockholders for basic earnings per share | $ | (2,967,700 | ) | $ | (23,079,900 | ) | |||
less: change in fair value of warrant liability attributable to Exchange, | |||||||||
Investment and July 2013 Warrants issued to Platinum | (1,219,500 | ) | - | ||||||
Net loss for diluted earnings per share attributable to common stockholders | $ | (4,187,200 | ) | $ | (23,079,900 | ) | |||
Denominator: | |||||||||
Weighted average basic common shares outstanding | 21,973,149 | 18,108,444 | |||||||
Assumed conversion of dilutive securities: | |||||||||
Warrants to purchase common stock | - | - | |||||||
Potentially dilutive common shares assumed converted | - | - | |||||||
Denominator for diluted earnings per share - adjusted | |||||||||
weighted average shares | 21,973,149 | 18,108,444 | |||||||
Basic net loss attributable to common stockholders per common share | $ | (0.14 | ) | $ | (1.27 | ) | |||
Diluted net loss attributable to common stockholders per common share | $ | (0.19 | ) | $ | (1.27 | ) | |||
Schedule of antidilutive securities excluded from computation of earnings per share | ' | ||||||||
Fiscal Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Series A preferred stock issued and outstanding (1) | 15,000,000 | 15,000,000 | |||||||
Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 | 7,500,000 | |||||||
Outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 | 4,912,604 | |||||||
Outstanding warrants to purchase common stock | 17,095,633 | 14,660,335 | |||||||
10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2014 (2) | 7,495,957 | 6,775,682 | |||||||
10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2014 | 535,506 | - | |||||||
10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014 | 2,186,811 | - | |||||||
Total | 54,063,178 | 48,848,621 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||||||
Fair value heirarchy for liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Total Carrying Value | Quoted Prices inActive Markets forIdentical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
March 31, 2014: | |||||||||||||||||
Warrant liability | $ | 2,973,900 | $ | - | $ | - | $ | 2,973,900 | |||||||||
March 31, 2013: | |||||||||||||||||
Warrant liability | $ | 6,394,000 | $ | - | $ | - | $ | 6,394,000 | |||||||||
Changes in Level 3 liabilities | ' | ||||||||||||||||
(Level 3) | |||||||||||||||||
Warrant Liability | |||||||||||||||||
Balance at March 31, 2012 | $ | - | |||||||||||||||
Recognition of warrant liability upon issuance of Exchange and Investment Warrants to Platinum under October 2012 Agreement | 1,690,000 | ||||||||||||||||
Recognition of warrant liability in connection with Series A Exchange Warrant potentially issuable to Platinum under October 2012 Agreement | 3,068,200 | ||||||||||||||||
Mark to market loss included in net loss | 1,635,800 | ||||||||||||||||
Balance at March 31, 2013 | 6,394,000 | ||||||||||||||||
Recognition of warrant liability upon issuance of Senior Secured Convertible Promissory Note and warrant to Platinum on July 26, 2013 | 146,800 | ||||||||||||||||
Mark to market gain included in net loss | (3,566,900 | ) | |||||||||||||||
Balance at March 31, 2014 | $ | 2,973,900 | |||||||||||||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Prepaid Expenses And Other Current Assets Tables | ' | ||||||||
Prepaid Expenses | ' | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Insurance | $ | 21,800 | $ | 19,700 | |||||
Legal fees | 3,400 | 3,400 | |||||||
Interest receivable on note receivable from sale of common stock | 2,800 | 1,600 | |||||||
Technology license fees and all other | 12,500 | 9,000 | |||||||
$ | 40,500 | $ | 33,700 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and equipment | ' | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Laboratory equipment | $ | 653,600 | $ | 649,500 | |||||
Tenant improvements | 27,000 | - | |||||||
Computers and network equipment | 32,100 | 12,900 | |||||||
Office furniture and equipment | 69,600 | 69,600 | |||||||
782,300 | 732,000 | ||||||||
Accumulated depreciation and amortization | (606,000 | ) | (551,300 | ) | |||||
Property and equipment, net | $ | 176,300 | $ | 180,700 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accrued Expenses Tables | ' | ||||||||
Accrued Expenses | ' | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Accrued professional services | $ | 135,700 | $ | 67,800 | |||||
Accrued compensation | 489,900 | 219,300 | |||||||
Accrued royalties and license fees | - | 25,000 | |||||||
All other | - | 30,800 | |||||||
$ | 625,600 | $ | 342,900 |
Convertible_Promissory_Notes_a1
Convertible Promissory Notes and Other Notes Payable (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Convertible Promissory Notes And Other Notes Payable Tables | ' | ||||||||||||||||||||||||
Convertible Promissory Notes and Other Notes Payable | ' | ||||||||||||||||||||||||
31-Mar-14 | 31-Mar-13 | ||||||||||||||||||||||||
Principal | Accrued | Principal | Accrued | ||||||||||||||||||||||
Balance | Interest | Total | Balance | Interest | Total | ||||||||||||||||||||
Senior Secured 10% Convertible Promissory Notes issued to Platinum: | |||||||||||||||||||||||||
Exchange Note issued on October 11, 2012 | $ | 1,272,600 | $ | 203,400 | $ | 1,476,000 | $ | 1,272,600 | $ | 61,700 | $ | 1,334,300 | |||||||||||||
Investment Note issued on October 11, 2012 | 500,000 | 79,900 | 579,900 | 500,000 | 24,200 | 524,200 | |||||||||||||||||||
Investment Note issued on October 19, 2012 | 500,000 | 78,600 | 578,600 | 500,000 | 23,000 | 523,000 | |||||||||||||||||||
Investment Note issued on February 22, 2013 | 250,000 | 29,400 | 279,400 | 250,000 | 2,600 | 252,600 | |||||||||||||||||||
Investment Note issued on March 12, 2013 | 750,000 | 84,100 | 834,100 | 750,000 | 4,700 | 754,700 | |||||||||||||||||||
3,272,600 | 475,400 | 3,748,000 | 3,272,600 | 116,200 | 3,388,800 | ||||||||||||||||||||
Convertible promissory note issued on July 26, 2013 | 250,000 | 17,700 | 267,700 | - | - | - | |||||||||||||||||||
Total Senior notes | 3,522,600 | 493,100 | 4,015,700 | 3,272,600 | 116,200 | 3,388,800 | |||||||||||||||||||
Aggregate note discount | (2,085,900 | ) | - | (2,085,900 | ) | (1,963,100 | ) | - | (1,963,100 | ) | |||||||||||||||
Net Senior notes (non-current) | $ | 1,436,700 | $ | 493,100 | $ | 1,929,800 | $ | 1,309,500 | $ | 116,200 | $ | 1,425,700 | |||||||||||||
10% Convertible Promissory Notes (Unit Notes) | |||||||||||||||||||||||||
2013/2014 Unit Notes, due 7/31/14 | $ | 1,007,500 | $ | 35,700 | $ | 1,043,200 | $ | - | $ | - | $ | - | |||||||||||||
2014 Unit Note, due 3/31/15 | 50,000 | 200 | 50,200 | - | - | - | |||||||||||||||||||
1,057,500 | 35,900 | 1,093,400 | - | - | - | ||||||||||||||||||||
Note discounts | (697,400 | ) | - | (697,400 | ) | - | - | - | |||||||||||||||||
Net convertible notes (all current) | $ | 360,100 | $ | 35,900 | $ | 396,000 | $ | - | $ | - | $ | - | |||||||||||||
Notes Payable to unrelated parties: | |||||||||||||||||||||||||
7.5% Notes payable to service providers for | |||||||||||||||||||||||||
accounts payable converted to notes payable: | |||||||||||||||||||||||||
Burr, Pilger, Mayer | $ | 90,400 | $ | 6,800 | $ | 97,200 | $ | 90,400 | $ | - | $ | 90,400 | |||||||||||||
Desjardins | 178,600 | 14,100 | 192,700 | 194,100 | 800 | 194,900 | |||||||||||||||||||
McCarthy Tetrault | 360,900 | 24,800 | 385,700 | 403,100 | 1,700 | 404,800 | |||||||||||||||||||
August 2012 Morrison & Foerster Note A | 918,200 | 87,900 | 1,006,100 | 937,400 | - | 937,400 | |||||||||||||||||||
August 2012 Morrison & Foerster Note B (1) | 1,379,400 | 195,200 | 1,574,600 | 1,379,400 | 60,100 | 1,439,500 | |||||||||||||||||||
University Health Network (1) | 549,500 | 60,600 | 610,100 | 549,500 | 19,400 | 568,900 | |||||||||||||||||||
3,477,000 | 389,400 | 3,866,400 | 3,553,900 | 82,000 | 3,635,900 | ||||||||||||||||||||
Note discount | (848,100 | ) | - | (848,100 | ) | (1,142,600 | ) | - | (1,142,600 | ) | |||||||||||||||
2,628,900 | 389,400 | 3,018,300 | 2,411,300 | 82,000 | 2,493,300 | ||||||||||||||||||||
less: current portion | (1,130,100 | ) | (133,600 | ) | (1,263,700 | ) | (450,300 | ) | (2,500 | ) | (452,800 | ) | |||||||||||||
non-current portion and discount | $ | 1,498,800 | $ | 255,800 | $ | 1,754,600 | $ | 1,961,000 | $ | 79,500 | $ | 2,040,500 | |||||||||||||
5.75% and 10.25% Notes payable to insurance | |||||||||||||||||||||||||
premium financing company (current) | $ | 4,900 | $ | - | $ | 4,900 | $ | 4,200 | $ | - | $ | 4,200 | |||||||||||||
10% Notes payable to vendors for accounts | |||||||||||||||||||||||||
payable converted to notes payable | $ | 119,400 | $ | 34,700 | $ | 154,100 | $ | 128,800 | $ | 23,300 | $ | 152,100 | |||||||||||||
less: current portion | (119,400 | ) | (34,700 | ) | (154,100 | ) | (128,800 | ) | (23,300 | ) | (152,100 | ) | |||||||||||||
non-current portion | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
7.0% Note payable (August 2012) | $ | 58,800 | $ | 3,800 | $ | 62,600 | $ | 59,400 | $ | - | $ | 59,400 | |||||||||||||
less: current portion | (15,800 | ) | (3,800 | ) | (19,600 | ) | (8,100 | ) | - | (8,100 | ) | ||||||||||||||
7.0% Notes payable - non-current portion | $ | 43,000 | $ | - | $ | 43,000 | $ | 51,300 | $ | - | $ | 51,300 | |||||||||||||
Total notes payable to unrelated parties | $ | 3,660,100 | $ | 427,900 | $ | 4,088,000 | $ | 3,746,300 | $ | 105,300 | $ | 3,851,600 | |||||||||||||
less: current portion | (1,270,200 | ) | (172,100 | ) | (1,442,300 | ) | (591,400 | ) | (25,800 | ) | (617,200 | ) | |||||||||||||
non-current portion | 2,389,900 | 255,800 | 2,645,700 | 3,154,900 | 79,500 | 3,234,400 | |||||||||||||||||||
less: discount | (848,100 | ) | - | (848,100 | ) | (1,142,600 | ) | - | (1,142,600 | ) | |||||||||||||||
$ | 1,541,800 | $ | 255,800 | $ | 1,797,600 | $ | 2,012,300 | $ | 79,500 | $ | 2,091,800 | ||||||||||||||
Notes payable to related parties: | |||||||||||||||||||||||||
October 2012 7.5% Note to Cato Holding Co. | $ | 293,600 | $ | 30,800 | $ | 324,400 | $ | 293,600 | $ | 7,400 | $ | 301,000 | |||||||||||||
October 2012 7.5% Note to Cato Research Ltd. (1) | 1,009,000 | 117,300 | 1,126,300 | 1,009,000 | 36,200 | 1,045,200 | |||||||||||||||||||
1,302,600 | 148,100 | 1,450,700 | 1,302,600 | 43,600 | 1,346,200 | ||||||||||||||||||||
Note discount | (103,200 | ) | - | (103,200 | ) | (147,200 | ) | - | (147,200 | ) | |||||||||||||||
Total notes payable to related parties | 1,199,400 | 148,100 | 1,347,500 | 1,155,400 | 43,600 | 1,199,000 | |||||||||||||||||||
less: current portion | (259,600 | ) | (30,800 | ) | (290,400 | ) | (85,600 | ) | (7,400 | ) | (93,000 | ) | |||||||||||||
non-current portion and discount | $ | 939,800 | $ | 117,300 | $ | 1,057,100 | $ | 1,069,800 | $ | 36,200 | $ | 1,106,000 | |||||||||||||
____________ | |||||||||||||||||||||||||
(1) Note and interest payable solely in restricted shares of the Company's common stock. | |||||||||||||||||||||||||
Assumptions | ' | ||||||||||||||||||||||||
Jul-13 | |||||||||||||||||||||||||
Exchange | Investment Warrants Issued on: | Warrant | |||||||||||||||||||||||
Warrant | 10/11/12 | 10/19/12 | 2/22/13 | 3/12/13 | 7/26/13 | ||||||||||||||||||||
Market price of common stock | $ | 0.75 | $ | 0.75 | $ | 0.75 | $ | 0.6 | $ | 0.8 | $ | 0.75 | |||||||||||||
Exercise price | $ | 1.5 | $ | 1.5 | $ | 1.5 | $ | 1.5 | $ | 1.5 | $ | 0.5 | |||||||||||||
Risk-free interest rate | 0.67 | % | 0.67 | % | 0.67 | % | 0.84 | % | 0.88 | % | 1.36 | % | |||||||||||||
Volatility | 85 | % | 85 | % | 85 | % | 85 | % | 85 | % | 96.9 | % | |||||||||||||
Term (years) | 5 | 5 | 5 | 5 | 5 | 5 | |||||||||||||||||||
Dividend rate | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||
Fair value per share | $ | 0.53 | $ | 0.53 | $ | 0.53 | $ | 0.39 | $ | 0.52 | $ | 0.59 | |||||||||||||
Number of shares | 1,272,577 | 500,000 | 500,000 | 250,000 | 750,000 | 250,000 | |||||||||||||||||||
Fair value at date of issuance | $ | 672,000 | $ | 264,000 | $ | 264,000 | $ | 97,000 | $ | 393,000 | $ | 146,800 | |||||||||||||
Components of the discount and interest rates | ' | ||||||||||||||||||||||||
Inception Date Carrying Value of | |||||||||||||||||||||||||
Exchange | Investment Notes Issued on: | Jul-13 | |||||||||||||||||||||||
Note | 10/11/12 | 10/19/12 | 2/22/13 | 3/12/13 | Note | ||||||||||||||||||||
Face value | $ | 1,272,600 | $ | 500,000 | $ | 500,000 | $ | 250,000 | $ | 750,000 | $ | 250,000 | |||||||||||||
Discount attributable to: | |||||||||||||||||||||||||
Fair value of warrant | - | (264,000 | ) | (264,000 | ) | (97,000 | ) | (393,000 | ) | (146,800 | ) | ||||||||||||||
Beneficial conversion feature | - | (231,000 | ) | (231,000 | ) | (147,000 | ) | (349,500 | ) | (100,700 | ) | ||||||||||||||
Inception date carrying value | $ | 1,272,600 | $ | 5,000 | $ | 5,000 | $ | 6,000 | $ | 7,500 | $ | 2,500 | |||||||||||||
Effective Interest Rate | 10 | % | 159.05 | % | 159.05 | % | 127.27 | % | 159.05 | % | 159.05 | % | |||||||||||||
Black-Scholes assumptions | ' | ||||||||||||||||||||||||
Assumption: | Pre-modification | Post-modification | |||||||||||||||||||||||
Market price per share | $ | 0.94 | $ | 0.94 | |||||||||||||||||||||
Exercise price per share | $ | 2 | $ | 2 | |||||||||||||||||||||
Risk-free interest rate | 0.25% | 0.60% | |||||||||||||||||||||||
Expected term in years | 2.33 | 5.04 | |||||||||||||||||||||||
Volatility | 77.90% | 88.80% | |||||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||||
Weighted Average Fair Value per share | $ | 0.24 | $ | 0.52 |
Capital_Stock_Tables
Capital Stock (Tables) | 12 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Capital Stock Tables | ' | |||||||||||||||
Unit Warrant grants and allocation of Proceeds | ' | |||||||||||||||
2013/2014 Unit Warrants | ||||||||||||||||
Weighted Average Issuance Date Valuation Assumptions | ||||||||||||||||
Per Share | Aggregate | Aggregate | Aggregate Allocation of Proceeds | |||||||||||||
Warrant | Risk free | Fair | Fair Value | Proceeds | Based on Relative Fair Value of: | |||||||||||
Shares | Market | Exercise | Term | Interest | Dividend | Value of | of Unit | of Unit | Unit | |||||||
Issued | Price | Price | (Years) | Rate | Volatility | Rate | Warrant | Warrants | Sales | Unit Stock | Warrant | Unit Note | ||||
2,015,000 | $ 0.45 | $ 1.00 | 2.68 | 0.58% | 76.29% | 0.00% | $ 0.13 | $ 254,700 | $ 1,007,500 | $ 415,000 | $ 111,400 | $ 481,100 | ||||
2014 Unit Warrants | ||||||||||||||||
Weighted Average Issuance Date Valuation Assumptions | ||||||||||||||||
Per Share | Aggregate | Aggregate | Aggregate Allocation of Proceeds | |||||||||||||
Warrant | Risk free | Fair | Fair Value | Proceeds | Based on Relative Fair Value of: | |||||||||||
Shares | Market | Exercise | Term | Interest | Dividend | Value of | of Unit | of Unit | Unit | |||||||
Issued | Price | Price | (Years) | Rate | Volatility | Rate | Warrant | Warrants | Sales | Unit Stock | Warrant | Unit Note | ||||
50,000 | $ 0.46 | $ 0.50 | 2.80 | 0.66% | 74.94% | 0.00% | $ 0.21 | $ 10,400 | $ 50,000 | $ 13,800 | $ 6,200 | $ 30,000 | ||||
Black-Scholes Option Pricing Model | ' | |||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Market price of common stock | $ | 0.46 | $ | 0.83 | ||||||||||||
Exercise price per share | $ | 0.49 to $0.50 | $ | 0.5 | ||||||||||||
Risk-free interest rate | 1.73 | % | 0.77 | % | ||||||||||||
Volatility | 75 | % | 85 | % | ||||||||||||
Term (years) | 3.5 to 5.0 | 4.5 to 5.0 | ||||||||||||||
Dividend rate | 0 | % | 0 | % | ||||||||||||
Probability of Series A Preferred exchange | 95 | % | 95 | % | ||||||||||||
Fair value per share | $ | 0.26 to $0.29 | $ | 0.59 to $0.62 | ||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share at modification date | $ | 0.5 | $ | 0.5 | ||||||||||||
Exercise price per share (weighted average) | $ | 1.5 | $ | 1.23 | ||||||||||||
Risk-free interest rate (weighted average) | 0.33% | 0.44% | ||||||||||||||
Contractual term in years (weighted average) | 1.4 | 2.1 | ||||||||||||||
Volatility (weighted average) | 74.40% | 75.80% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.05 | $ | 0.11 | ||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share at modification date | $ | 0.4 | $ | 0.4 | ||||||||||||
Exercise price per share (weighted average) | $ | 1.67 | $ | 0.5 | ||||||||||||
Risk-free interest rate (weighted average) | 0.51% | 0.57% | ||||||||||||||
Contractual term in years (weighted average) | 2.06 | 2.34 | ||||||||||||||
Volatility (weighted average) | 73.60% | 74.40% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.05 | $ | 0.14 | ||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share at modification date | $ | 0.46 | $ | 0.46 | ||||||||||||
Exercise price per share (weighted average) | $ | 1.41 | $ | 1.19 | ||||||||||||
Risk-free interest rate (weighted average) | 0.07% | 0.18% | ||||||||||||||
Contractual term in years (weighted average) | 0.4 | 1.34 | ||||||||||||||
Volatility (weighted average) | 68.70% | 69.90% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.01 | $ | 0.06 | ||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share (weighted average) | $ | 0.6 | $ | 0.6 | ||||||||||||
Exercise price per share (weighted average) | $ | 2.51 | $ | 1.5 | ||||||||||||
Risk-free interest rate (weighted average) | 0.21% | 0.21% | ||||||||||||||
Expected term in years (weighted average) | 1.38 | 1.38 | ||||||||||||||
Volatility (weighted average) | 80.80% | 80.80% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.03 | $ | 0.07 | ||||||||||||
Assumption: | Pre-modification | Post-modification | ||||||||||||||
Market price per share (weighted average) | $ | 1.95 | $ | 1.95 | ||||||||||||
Exercise price per share (weighted average) | $ | 2.75 | $ | 0.5 | ||||||||||||
Risk-free interest rate (weighted average) | 0.29% | 0.06% | ||||||||||||||
Expected term in years (weighted average) | 1.93 | 0.12 | ||||||||||||||
Volatility (weighted average) | 78.00% | 85.70% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||||
Weighted Average Fair Value per share | $ | 0.64 | $ | 1.45 | ||||||||||||
Description of units | ' | |||||||||||||||
Shares Subject to | ||||||||||||||||
Exercise | Weighted Average | Purchase at | ||||||||||||||
Price | Expiration | Years to | March 31, | |||||||||||||
per Share | Date | Expiration | 2014 | |||||||||||||
$ | 0.5 | 12/31/2014 to 3/19/2019 | 3.34 | 5,856,983 | ||||||||||||
$ | 0.64 | 3/3/23 | 8.92 | 2,940,000 | ||||||||||||
$ | 0.88 | 5/31/15 | 1.17 | 15,428 | ||||||||||||
$ | 1 | 7/30/2016 to 9/30/2017 | 3.05 | 5,326,029 | ||||||||||||
$ | 1.25 | 12/31/2014 to 5/31/2015 | 0.8 | 50,280 | ||||||||||||
$ | 1.5 | 11/4/2014 to 3/4/2018 | 2.45 | 2,353,052 | ||||||||||||
$ | 2 | 9/15/17 | 3.46 | 425,000 | ||||||||||||
$ | 2.5 | 5/31/15 | 1.17 | 42,443 | ||||||||||||
$ | 2.625 | 1/31/15 | 0.84 | 61,418 | ||||||||||||
$ | 3 | 2/13/16 | 1.87 | 25,000 | ||||||||||||
4.07 | 17,095,633 | |||||||||||||||
Shares reserved for future issuance | ' | |||||||||||||||
Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding (1) | 15,000,000 | |||||||||||||||
Warrant shares issuable to Platinum upon exercise of common stock warrant upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 | |||||||||||||||
110% of shares issuable upon conversion of 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including interest accrued through maturity (2) | 11,227,423 | |||||||||||||||
Pursuant to warrants to purchase common stock: | ||||||||||||||||
Subject to outstanding warrants | 17,095,633 | |||||||||||||||
Issuable pursuant to accrued interest through maturity on outstanding promissory notes | ||||||||||||||||
issued to Morrison & Foerster, Cato Research Ltd., and University Health Network | 938,971 | |||||||||||||||
18,034,604 | ||||||||||||||||
Pursuant to stock incentive plans: | ||||||||||||||||
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 | |||||||||||||||
Available for future grants | 735,200 | |||||||||||||||
4,984,471 | ||||||||||||||||
Upon conversion of notes and accrued interest issued pursuant to the Winter 2013/2014 Private Placement of Units | 2,470,000 | |||||||||||||||
Upon further sales of Units in the Spring 2014 Private Placement of Units | 14,900,000 | |||||||||||||||
Upon further sale of shares to Autilion under the amended Securities Purchase Agreement | 71,950,000 | |||||||||||||||
Total | 146,066,498 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Provision/benefit computed for income taxes | ' | ||||||||
Fiscal Years Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Computed expected tax benefit | -34 | % | -34 | % | |||||
Tax effect of Warrant Liability mark to market | 41.5 | % | -4.3 | % | |||||
Other losses not benefitted | -7.5 | % | 38.2 | % | |||||
Other | 0.1 | % | 0.1 | % | |||||
Income tax expense | 0.1 | % | 0 | % | |||||
Components of deferred tax assets | ' | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryovers | $ | 19,733 | $ | 19,010 | |||||
Basis differences in fixed assets | 37 | 9 | |||||||
Accruals and reserves | 17 | 8 | |||||||
Total deferred tax assets | 19,787 | 19,027 | |||||||
Valuation allowance | (19,787 | ) | (19,027 | ) | |||||
Net deferred tax assets | $ | - | $ | - |
Stock_Option_Plans_and_401k_Pl1
Stock Option Plans and 401(k) Plan (Tables) | 12 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||||||||
Share-based compensation expense | ' | ||||||||||||||||||||||
Fiscal Years Ended | |||||||||||||||||||||||
March 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Research and development expense: | |||||||||||||||||||||||
Stock option grants, including expense related to modifications | $ | 296,900 | $ | 242,300 | |||||||||||||||||||
Warrants granted to officer in March 2014 | 22,800 | - | |||||||||||||||||||||
Warrants granted to officer in March 2013 | 133,700 | 267,500 | |||||||||||||||||||||
453,400 | 509,800 | ||||||||||||||||||||||
General and administrative expense: | |||||||||||||||||||||||
Stock option grants, including expense related to modifications | 385,100 | 196,600 | |||||||||||||||||||||
Warrants granted to officer and directors in March 2014 | 31,300 | - | |||||||||||||||||||||
Warrants granted to officers and directors in March 2013 | 267,500 | 534,900 | |||||||||||||||||||||
683,900 | 731,500 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 1,137,300 | $ | 1,241,300 | |||||||||||||||||||
Black-Scholes option valuation model assumptions for share-based compensation expense | ' | ||||||||||||||||||||||
Fiscal Years Ended March 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Exercise price | $0.40 to $0.82 | $0.51 and $0.75 | |||||||||||||||||||||
Market price on date of grant | $0.40 to $0.82 | $0.51 and $0.71 | |||||||||||||||||||||
Risk-free interest rate | 1.08% to 2.53% | 0.90% to 1.74% | |||||||||||||||||||||
Expected term (years) | 6.25 to 10.0 | 6.25 to 10.0 | |||||||||||||||||||||
Volatility | 87.9% to 103.2% | 82.9% to 85.4% | |||||||||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||||||||
Fair value per share at grant date | $0.32 to $0.68 | $0.36 to $0.59 | |||||||||||||||||||||
Summary of stock option plan activity | ' | ||||||||||||||||||||||
Fiscal Years Ended March 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||
Average | Average | ||||||||||||||||||||||
Number of | Exercise | Number of | Exercise | ||||||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||||||||
Options outstanding at beginning of period | 4,912,604 | $ | 1.32 | 4,805,771 | $ | 1.53 | |||||||||||||||||
Options granted | 381,000 | $ | 0.54 | 1,075,550 | $ | 0.72 | |||||||||||||||||
Options exercised | - | $ | - | - | $ | - | |||||||||||||||||
Options cancelled | $ | - | (870,550 | ) | $ | 1.72 | |||||||||||||||||
Options forfeited | (79,080 | ) | $ | 1.75 | (29,167 | ) | $ | 1.75 | |||||||||||||||
Options expired | (965,253 | ) | $ | 1.2 | (69,000 | ) | $ | 1.34 | |||||||||||||||
Options outstanding at end of period | 4,249,271 | $ | 0.5 | 4,912,604 | $ | 1.32 | |||||||||||||||||
Options exercisable at end of period | 3,655,061 | $ | 0.5 | 4,227,436 | $ | 1.35 | |||||||||||||||||
Weighted average grant-date fair value of options granted during the period | $ | 0.42 | $ | 0.52 | |||||||||||||||||||
Stock options outstanding and exercisable under Company's option plan | ' | ||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Average | Weighted | Weighted | |||||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||||
Exercise | Number | Years until | Exercise | Number | Exercise | ||||||||||||||||||
Price | Outstanding | Expiration | Price | Exercisable | Price | ||||||||||||||||||
$ | 0.4 | 1,041,550 | 8.53 | $ | 0.4 | 810,560 | $ | 0.4 | |||||||||||||||
$ | 0.5 | 2,988,695 | 5.9 | $ | 0.5 | 2,657,665 | $ | 0.5 | |||||||||||||||
$ | 0.72 - $ 1.80 | 219,026 | 5.46 | $ | 1.06 | 186,836 | $ | 1 | |||||||||||||||
4,249,271 | 6.52 | $ | 0.5 | 3,655,061 | $ | 0.5 |
Commitments_Contingencies_Guar1
Commitments, Contingencies, Guarantees and Indemnifications (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Assets under capital lease obligations | ' | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Laboratory equipment | $ | 19,000 | $ | 19,000 | |||||
Office equipment | 4,500 | 4,500 | |||||||
23,500 | 23,500 | ||||||||
Accumulated depreciation | (11,100 | ) | (6,400 | ) | |||||
Net book value | $ | 12,400 | $ | 17,100 | |||||
Future minimum payments required under Capital Leases | ' | ||||||||
Equipment | |||||||||
Capital | |||||||||
Fiscal Years Ending March 31, | Leases | ||||||||
2015 | $ | 4,300 | |||||||
2016 | 1,200 | ||||||||
2017 | 1,200 | ||||||||
2018 | 100 | ||||||||
Future minimum lease payments | 6,800 | ||||||||
Less imputed interest included in minimum lease payments | (800 | ) | |||||||
Present value of minimum lease payments | 6,000 | ||||||||
Less current portion | (3,900 | ) | |||||||
Non-current capital lease obligation | $ | 2,100 | |||||||
Fiscal Years Ending March 31, | Amount | ||||||||
2015 | $ | 250,900 | |||||||
2016 | 264,000 | ||||||||
2017 | 277,100 | ||||||||
2018 | 93,800 | ||||||||
$ | 885,800 | ||||||||
Future minimum principal payments related to Long-Term Debt | ' | ||||||||
Fiscal Years Ending March 31, | Amount | ||||||||
2015 | $ | 1,562,500 | |||||||
2016 | 461,300 | ||||||||
2017 | 10,000 | ||||||||
2018 | 10,700 | ||||||||
Thereafter through June 2019 | 13,000 | ||||||||
$ | 2,057,500 |
Supplemental_Financial_Informa1
Supplemental Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||||||
Unaudited Quarterly Results of Operations | ' | ||||||||||||||||||||
Unaudited Quarterly Results of Operations | |||||||||||||||||||||
(in thousands, except share and per share amounts) | |||||||||||||||||||||
Three Months Ended | Total | ||||||||||||||||||||
June 30, 2013 | 30-Sep-13 | 31-Dec-13 | 31-Mar-14 | Fiscal Year 2014 | |||||||||||||||||
Revenues: | |||||||||||||||||||||
Grant revenue | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Total revenues | - | - | - | - | - | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Research and development | 695 | 669 | 551 | 566 | 2,481 | ||||||||||||||||
General and administrative | 605 | 546 | 897 | 500 | 2,548 | ||||||||||||||||
Total operating expenses | 1,300 | 1,215 | 1,448 | 1,066 | 5,029 | ||||||||||||||||
Loss from operations | (1,300 | ) | (1,215 | ) | (1,448 | ) | (1,066 | ) | (5,029 | ) | |||||||||||
Other expenses, net: | |||||||||||||||||||||
Interest expense, net | (316 | ) | (323 | ) | (361 | ) | (503 | ) | (1,503 | ) | |||||||||||
Change in warrant liabilities | 1,805 | 79 | 1,940 | (257 | ) | 3,567 | |||||||||||||||
Income (loss) before income taxes | 189 | (1,459 | ) | 131 | (1,826 | ) | (2,965 | ) | |||||||||||||
Income taxes | (3 | ) | - | - | - | (3 | ) | ||||||||||||||
Net income (loss) | $ | 186 | $ | (1,459 | ) | $ | 131 | $ | (1,826 | ) | $ | (2,968 | ) | ||||||||
Basic net income (loss) per common share | $ | 0.01 | $ | (0.07 | ) | $ | 0.01 | $ | (0.08 | ) | $ | (0.14 | ) | ||||||||
Diluted net loss per common share | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.19 | ) | ||||||
Weighted average shares used in computing: | |||||||||||||||||||||
Basic net income (loss) per common share | 20,839,941 | 21,630,587 | 22,210,573 | 23,251,044 | 21,973,149 | ||||||||||||||||
Diluted net loss per common share | 21,229,190 | 21,630,587 | 22,210,573 | 23,251,044 | 21,973,149 | ||||||||||||||||
Three Months Ended | Total | ||||||||||||||||||||
June 30, 2012 | 30-Sep-12 | 31-Dec-12 | 31-Mar-13 | Fiscal Year 2013 | |||||||||||||||||
Revenues: | |||||||||||||||||||||
Grant revenue | $ | 200 | $ | - | $ | - | $ | - | $ | 200 | |||||||||||
Total revenues | 200 | - | - | - | 200 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Research and development | 866 | 1,106 | 1,120 | 339 | 3,431 | ||||||||||||||||
General and administrative | 1,055 | 576 | 799 | 1,132 | 3,562 | ||||||||||||||||
Total operating expenses | 1,921 | 1,682 | 1,919 | 1,471 | 6,993 | ||||||||||||||||
Loss from operations | (1,721 | ) | (1,682 | ) | (1,919 | ) | (1,471 | ) | (6,793 | ) | |||||||||||
Other expenses, net: | |||||||||||||||||||||
Interest expense, net | (103 | ) | (274 | ) | (235 | ) | (309 | ) | (921 | ) | |||||||||||
Change in warrant liabilities | - | - | 358 | (1,994 | ) | (1,636 | ) | ||||||||||||||
Loss on early extinguishment of debt | - | - | (3,537 | ) | (31 | ) | (3,568 | ) | |||||||||||||
Other income | - | - | - | 35 | 35 | ||||||||||||||||
Loss before income taxes | (1,824 | ) | (1,956 | ) | (5,333 | ) | (3,770 | ) | (12,883 | ) | |||||||||||
Income taxes | (2 | ) | - | (2 | ) | - | (4 | ) | |||||||||||||
Net loss | (1,826 | ) | $ | (1,956 | ) | $ | (5,335 | ) | $ | (3,770 | ) | $ | (12,887 | ) | |||||||
Deemed dividend on Series A Preferred Stock | - | - | (10,193 | ) | - | (10,193 | ) | ||||||||||||||
Net income (loss) attributable to common stockholders | $ | (1,826 | ) | $ | (1,956 | ) | $ | (15,528 | ) | $ | (3,770 | ) | $ | (23,080 | ) | ||||||
Basic and diluted net loss attributable to common stockholders per common share | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.85 | ) | $ | (0.19 | ) | $ | (1.27 | ) | ||||||
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share | 16,842,655 | 17,094,833 | 18,292,301 | 20,236,491 | 18,108,444 | ||||||||||||||||
Description_of_Business_Detail
Description of Business (Details Narrative) (USD $) | Mar. 31, 2014 |
Description Of Business Details Narrative | ' |
Merger shares | 1,569,000 |
Number of shares authorized following amendment | 200,000,000 |
Number of Preferred shares authorized following amendment | 10,000,000 |
Series A Preferred Stock shares | 500,000 |
Series A Preferred share par value | $0.00 |
Conversion total, Series A Preferred to Common | 15,000,000 |
Conversion to warrant, warrant value | 7,500,000 |
Warrant exercise price | $1.50 |
Basis_of_Presentation_and_Goin1
Basis of Presentation and Going Concern (Details Narrative) (USD $) | 1 Months Ended | 184 Months Ended | |
Feb. 04, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Basis Of Presentation And Going Concern Details Narrative | ' | ' | ' |
Accumulated Deficit during its development stage | ' | $70,636,900 | $67,669,200 |
Cash proceeds from convertible and short-term notes | ' | 26,000,000 | ' |
Cash proceeds from grant awards and other events | ' | 16,400,000 | ' |
Cash proceeds from Autilion purchase agreement | ' | 36,000,000 | ' |
Equity issuance | ' | 12,600,000 | ' |
Cash expenditure | ' | 5,000,000 | ' |
Share purchase obligation | ' | 72,000,000 | ' |
initial share issuance | ' | 1,465,000 | ' |
Note interest rate | ' | 10.00% | ' |
Warrants issued | ' | 1,465,000 | ' |
Warrant exercise price | $0.50 | $0.50 | ' |
Private placement proceeds | ' | 1,465,000 | ' |
Alternative financing, minimum | ' | 4,000,000 | ' |
Alternative financing, maximum | ' | $6,000,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 1) (USD $) | 12 Months Ended | 184 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Numerator: | ' | ' | ' |
Net loss attributable to common stockholders | ($2,967,700) | ($23,079,900) | ($80,830,100) |
less: change in fair value of warrant liability attributable to Exchange, Investment and July 2013 Warrants issued to Platinum | -1,219,500 | ' | ' |
Net loss for diluted earnings per share attributable to common stockholders | ($4,187,200) | ($23,079,900) | ' |
Denominator: | ' | ' | ' |
Weighted average basic common shares outstanding | 21,973,149 | 18,108,444 | ' |
Assumed conversion of dilutive securities: | ' | ' | ' |
Warrants to purchase common stock | ' | ' | ' |
Potentially dilutive common shares assumed converted | ' | ' | ' |
Denominator for diluted earnings per share - adjustedB weighted average shares | 21,973,149 | 18,108,444 | ' |
Basic net loss attributable to common stockholders per common share | ($0.14) | ($1.27) | ' |
Diluted net loss attributable to common stockholders per common share | ($0.19) | ($1.27) | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | ||
Loss per Common Share | ' | ' | ' | ||
Series A preferred stock issued and outstanding | 15,000,000 | [1] | 1,500,000 | [1] | ' |
Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 | 7,500,000 | ' | ||
Outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 | 4,912,604 | 4,805,771 | ||
Outstanding warrants to purchase common stock | 17,095,633 | 4,660,335 | ' | ||
Convertible promissory notes and accrued interest | $396,000 | ' | ' | ||
Total | 54,063,178 | 48,848,621 | ' | ||
AntidilutiveNotes1 [Member] | ' | ' | ' | ||
Loss per Common Share | ' | ' | ' | ||
Convertible promissory notes and accrued interest | 7,495,957 | [2] | 6,775,682 | [2] | ' |
AntidilutiveNotes2 [Member] | ' | ' | ' | ||
Loss per Common Share | ' | ' | ' | ||
Convertible promissory notes and accrued interest | 535,506 | ' | ' | ||
AntidilutiveNotes3 [Member] | ' | ' | ' | ||
Loss per Common Share | ' | ' | ' | ||
Convertible promissory notes and accrued interest | $2,186,811 | ' | ' | ||
[1] | Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum | ||||
[2] | Assumes conversion under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum and the terms of the individual notes |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 |
Liabilities, Fair Value Disclosure | ' | ' | ' |
Warrant liability | $2,973,900 | $6,394,000 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Liabilities, Fair Value Disclosure | ' | ' | ' |
Warrant liability | ' | ' | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Liabilities, Fair Value Disclosure | ' | ' | ' |
Warrant liability | ' | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Liabilities, Fair Value Disclosure | ' | ' | ' |
Warrant liability | $2,973,900 | $6,394,000 | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 12 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Fair Value, Inputs, Level 3 [Member] | |||
Warrant liability, beginning of period | ' | $2,973,900 | $6,394,000 |
Recognition of warrant liability during period | 1,690,000 | ' | 146,800 |
Subsequent recognition of warrant liability during period | 3,068,200 | ' | ' |
Mark to Market gain included in net income | 1,635,800 | ' | -3,566,900 |
Warrant liability, end of period | $6,394,000 | $2,973,900 | $2,973,900 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2012 |
Prepaid Expenses | ' | ' |
Insurance | $21,800 | $19,700 |
Legal fees | 3,400 | 3,400 |
Interest receivable on note receivable from sale of common stock | 2,800 | 1,600 |
Technology license fees and all other | 12,500 | 9,000 |
Total | $40,500 | $33,700 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Laboratory equipment | $653,600 | $649,500 |
Tenant improvements | 27,000 | ' |
Computers and network equipment | 32,100 | 12,900 |
Office furniture and equipment | 69,600 | 69,600 |
Property and equipment gross | 782,300 | 732,000 |
Accumulated depreciation and amortization | -606,000 | -551,300 |
Property and equipment, net | $176,300 | $180,700 |
AV101_Acquisition_Details_Narr
AV-101 Acquisition (Details Narrative) (AV 101 [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
AV 101 [Member] | ' |
Series B-1 Shares issued | 1,356,750 |
Series B-1 value per share | $5.54 |
Pre-Merger purchase price | $7,523,200 |
NIH awarded the Company aggregate support | $8,800,000 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Accrued Expenses | ' | ' |
Accrued professional services | $135,700 | $67,800 |
Accrued compensation | 489,900 | 219,300 |
Accrued royalties and license fees | ' | 25,000 |
All other | ' | 30,800 |
Total | $625,600 | $342,900 |
Convertible_Promissory_Notes_a2
Convertible Promissory Notes and Other Notes Payable (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Senior Note1 [Member] | ' | ' |
Principal Balance | $1,272,600 | $1,272,600 |
Accrued Interest | 203,400 | 61,700 |
Total | 1,476,000 | 1,334,300 |
Senior Note 2 [Member] | ' | ' |
Principal Balance | 500,000 | 500,000 |
Accrued Interest | 79,900 | 24,200 |
Total | 579,900 | 524,200 |
Senior Note 3 [Member] | ' | ' |
Principal Balance | 500,000 | 500,000 |
Accrued Interest | 78,600 | 23,000 |
Total | 578,600 | 523,000 |
Senior Note 4 [Member] | ' | ' |
Principal Balance | 250,000 | 250,000 |
Accrued Interest | 29,400 | 2,600 |
Total | 279,400 | 252,600 |
Senior Note 5 [Member] | ' | ' |
Principal Balance | 750,000 | 750,000 |
Accrued Interest | 84,100 | 4,700 |
Total | 834,100 | 754,700 |
Senior Notes Total [Member] | ' | ' |
Principal Balance | ' | 3,522,600 |
Accrued Interest | ' | 394,000 |
Total | ' | 3,917,000 |
Note discount on principal | ' | -2,135,800 |
Note discount on accrued interest | ' | ' |
Note discount, total | ' | -2,135,800 |
Senior NonCurrent [Member] | ' | ' |
Principal Balance | ' | 1,309,500 |
Accrued Interest | ' | 116,200 |
Total | ' | 1,425,700 |
Seven% Note [Member] | ' | ' |
Principal Balance | ' | 59,400 |
Accrued Interest | ' | ' |
Total | ' | 59,400 |
Seven % Current [Member] | ' | ' |
Principal Balance | ' | 8,100 |
Accrued Interest | ' | ' |
Total | ' | 81,000 |
Seven % Noncurrent [Member] | ' | ' |
Principal Balance | ' | 51,300 |
Accrued Interest | ' | ' |
Total | ' | 51,300 |
BurrPilgerMayer [Member] | ' | ' |
Principal Balance | 90,400 | 90,400 |
Accrued Interest | 6,800 | ' |
Total | 7,200 | 90,400 |
Desjardins [Member] | ' | ' |
Principal Balance | 178,600 | 194,100 |
Accrued Interest | 14,100 | 800 |
Total | 192,700 | 194,900 |
McCarthyTetrault [Member] | ' | ' |
Principal Balance | 360,900 | 403,100 |
Accrued Interest | 24,800 | 1,700 |
Total | 385,700 | 404,800 |
M F Note A [Member] | ' | ' |
Principal Balance | ' | 937,400 |
Accrued Interest | ' | ' |
Total | ' | 937,400 |
M F Note B [Member] | ' | ' |
Principal Balance | ' | 1,379,400 |
Accrued Interest | ' | 60,100 |
Total | ' | 1,439,500 |
UniversityHealthNote1 [Member] | ' | ' |
Principal Balance | ' | 549,500 |
Accrued Interest | ' | 19,400 |
Total | ' | 568,900 |
Service Provider Notes Total [Member] | ' | ' |
Principal Balance | ' | 3,553,900 |
Accrued Interest | ' | 82,000 |
Total | ' | 3,635,900 |
Note discount on principal | ' | 1,142,600 |
Note discount on accrued interest | ' | ' |
Note discount, total | ' | 1,142,600 |
Service Providers After Discount [Member] | ' | ' |
Principal Balance | 2,628,900 | 2,411,300 |
Accrued Interest | 389,400 | 82,000 |
Total | 3,018,300 | 2,493,300 |
Service Providers Current [Member] | ' | ' |
Principal Balance | ' | 450,300 |
Accrued Interest | ' | 2,500 |
Total | ' | 452,800 |
Service Providers Noncurrent [Member] | ' | ' |
Principal Balance | ' | 1,961,000 |
Accrued Interest | ' | 79,500 |
Total | ' | 2,040,500 |
Insurance Company [Member] | ' | ' |
Principal Balance | 4,900 | 4,200 |
Accrued Interest | ' | ' |
Total | 4,900 | 4,200 |
Vendor [Member] | ' | ' |
Principal Balance | 119,400 | 128,800 |
Accrued Interest | 34,700 | 23,300 |
Total | 154,100 | 152,100 |
Vendor Current [Member] | ' | ' |
Principal Balance | -119,400 | 128,800 |
Accrued Interest | -34,700 | 23,300 |
Total | -154,100 | 152,100 |
Unrelated Parties [Member] | ' | ' |
Principal Balance | 3,660,100 | 3,746,300 |
Accrued Interest | 427,900 | 105,300 |
Total | 4,088,000 | 3,851,600 |
Unrelated Parties Current [Member] | ' | ' |
Principal Balance | -1,270,200 | 591,400 |
Accrued Interest | -172,100 | 25,800 |
Total | -1,442,300 | 617,200 |
Unrelated Parties Noncurrent [Member] | ' | ' |
Principal Balance | 2,389,900 | 3,154,900 |
Accrued Interest | 255,800 | 79,500 |
Total | 2,645,700 | 3,234,400 |
Note discount on principal | -848,100 | 2,012,300 |
Note discount on accrued interest | ' | 79,500 |
Note discount, total | -848,100 | 2,091,800 |
Cato Note 1 [Member] | ' | ' |
Principal Balance | 293,600 | 293,600 |
Accrued Interest | 30,800 | 7,400 |
Total | 324,400 | 301,000 |
Cato Note 2 [Member] | ' | ' |
Principal Balance | 1,009,000 | 1,009,000 |
Accrued Interest | 117,300 | 36,200 |
Total | 126,300 | 1,045,200 |
Related Parties Aggregate [Member] | ' | ' |
Principal Balance | 1,302,600 | 1,302,600 |
Accrued Interest | 148,100 | 43,600 |
Total | 1,450,700 | 1,346,200 |
Note discount on principal | -103,200 | 147,200 |
Note discount on accrued interest | ' | ' |
Note discount, total | -103,200 | 147,200 |
Related Parties After Discount [Member] | ' | ' |
Principal Balance | 199,400 | 1,155,400 |
Accrued Interest | 148,100 | 43,600 |
Total | 1,347,500 | 1,199,000 |
Related Parties Current [Member] | ' | ' |
Principal Balance | -259,600 | 85,600 |
Accrued Interest | -30,800 | 7,400 |
Total | -290,400 | 9,300 |
Related Parties Noncurrent [Member] | ' | ' |
Principal Balance | 939,800 | 1,069,800 |
Accrued Interest | 117,300 | 36,200 |
Total | 1,057,100 | 1,106,000 |
ConvertibleNoteJuly [Member] | ' | ' |
Principal Balance | 250,000 | ' |
Accrued Interest | 17,700 | ' |
Total | 267,700 | ' |
Senior Note Total [Member] | ' | ' |
Principal Balance | 3,522,600 | ' |
Accrued Interest | 493,100 | ' |
Total | 4,015,700 | ' |
Note discount on principal | -2,085,900 | ' |
Note discount on accrued interest | ' | ' |
Note discount, total | -2,085,900 | ' |
Senior Note Noncurrent [Member] | ' | ' |
Principal Balance | 1,436,700 | ' |
Accrued Interest | 493,100 | ' |
Total | 129,800 | ' |
Senior Note 6 [Member] | ' | ' |
Principal Balance | 1,007,500 | ' |
Accrued Interest | 35,700 | ' |
Total | 1,043,200 | ' |
SeniorNote 7 [Member] | ' | ' |
Principal Balance | 50,000 | ' |
Accrued Interest | 200 | ' |
Total | 50,200 | ' |
Ten% Total [Member] | ' | ' |
Principal Balance | 1,057,500 | ' |
Accrued Interest | 35,900 | ' |
Total | 1,093,400 | ' |
Note discount on principal | -697,400 | ' |
Note discount on accrued interest | ' | ' |
Note discount, total | -697,400 | ' |
Ten % Noncurrent [Member] | ' | ' |
Principal Balance | 1,360,100 | ' |
Accrued Interest | 35,900 | ' |
Total | 396,000 | ' |
MF Note A [Member] | ' | ' |
Principal Balance | 918,200 | ' |
Accrued Interest | 87,900 | ' |
Total | 1,006,100 | ' |
MF Note B [Member] | ' | ' |
Principal Balance | 1,379,400 | ' |
Accrued Interest | 195,200 | ' |
Total | 574,600 | ' |
Univ Health Note [Member] | ' | ' |
Principal Balance | 549,500 | ' |
Accrued Interest | 60,600 | ' |
Total | 610,100 | ' |
Service Providers Total [Member] | ' | ' |
Principal Balance | 3,477,000 | ' |
Accrued Interest | 389,400 | ' |
Total | 3,866,400 | ' |
Note discount on principal | -848,100 | ' |
Note discount on accrued interest | ' | ' |
Note discount, total | -848,100 | ' |
Service Note Current [Member] | ' | ' |
Principal Balance | -1,130,100 | ' |
Accrued Interest | -133,600 | ' |
Total | -1,263,700 | ' |
Service Notes Noncurrent [Member] | ' | ' |
Principal Balance | 2,498,800 | ' |
Accrued Interest | 255,800 | ' |
Total | 1,754,600 | ' |
Ten Percent Note [Member] | ' | ' |
Principal Balance | 58,800 | ' |
Accrued Interest | 3,800 | ' |
Total | 62,600 | ' |
TenPercentCurrent [Member] | ' | ' |
Principal Balance | 15,800 | ' |
Accrued Interest | 3,800 | ' |
Total | 19,600 | ' |
TenPercenNoncurrent [Member] | ' | ' |
Principal Balance | 43,000 | ' |
Accrued Interest | ' | ' |
Total | $43,000 | ' |
Convertible_Promissory_Notes_a3
Convertible Promissory Notes and Other Notes Payable (Details 1) (USD $) | Mar. 31, 2014 |
DiscountNote1 [Member] | ' |
Face value | $1,272,600 |
Discount attributable to fair value of the warrant | ' |
Discount attributable to beneficial conversion feature | ' |
Inception date carrying value | 1,272,600 |
Effective Interest Rate | 10.00% |
DiscountNote2 [Member] | ' |
Face value | 500,000 |
Discount attributable to fair value of the warrant | -264,000 |
Discount attributable to beneficial conversion feature | -231,000 |
Inception date carrying value | 5,000 |
Effective Interest Rate | 159.05% |
DiscountNote3 [Member] | ' |
Face value | 500,000 |
Discount attributable to fair value of the warrant | -264,000 |
Discount attributable to beneficial conversion feature | -231,000 |
Inception date carrying value | 5,000 |
Effective Interest Rate | 159.05% |
DiscountNote4 [Member] | ' |
Face value | 250,000 |
Discount attributable to fair value of the warrant | -970,000 |
Discount attributable to beneficial conversion feature | -147,000 |
Inception date carrying value | 6,000 |
Effective Interest Rate | 127.27% |
DiscountNote5 [Member] | ' |
Face value | 750,000 |
Discount attributable to fair value of the warrant | -393,000 |
Discount attributable to beneficial conversion feature | -349,500 |
Inception date carrying value | 7,500 |
Effective Interest Rate | 159.05% |
DiscountNote6 [Member] | ' |
Face value | 250,000 |
Discount attributable to fair value of the warrant | -146,800 |
Discount attributable to beneficial conversion feature | -100,700 |
Inception date carrying value | $2,500 |
Effective Interest Rate | 159.05% |
Convertible_Promissory_Notes_a4
Convertible Promissory Notes and Other Notes Payable (Details 2) (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
DiscountNote1 [Member] | ' |
Market price of common stock | $0.75 |
Exercise price | $1.50 |
Risk-free interest rate | 0.67% |
Volatility | 85.00% |
Term (years) | '5 years |
Dividend rate | 0.00% |
Fair value per share | $0.53 |
Number of shares | 1,272,577 |
Fair value at date of issuance | $672,000 |
DiscountNote2 [Member] | ' |
Market price of common stock | $0.75 |
Exercise price | $1.50 |
Risk-free interest rate | 0.67% |
Volatility | 85.00% |
Term (years) | '5 years |
Dividend rate | 0.00% |
Fair value per share | $0.53 |
Number of shares | 500,000 |
Fair value at date of issuance | 264,000 |
DiscountNote3 [Member] | ' |
Market price of common stock | $0.75 |
Exercise price | $1.50 |
Risk-free interest rate | 0.67% |
Volatility | 85.00% |
Term (years) | '5 years |
Dividend rate | 0.00% |
Fair value per share | $0.53 |
Number of shares | 500,000 |
Fair value at date of issuance | 264,000 |
DiscountNote4 [Member] | ' |
Market price of common stock | $0.60 |
Exercise price | $1.50 |
Risk-free interest rate | 0.84% |
Volatility | 85.00% |
Term (years) | '5 years |
Dividend rate | 0.00% |
Fair value per share | $0.39 |
Number of shares | 250,000 |
Fair value at date of issuance | 97,000 |
DiscountNote5 [Member] | ' |
Market price of common stock | $0.80 |
Exercise price | $1.50 |
Risk-free interest rate | 0.88% |
Volatility | 85.00% |
Term (years) | '5 years |
Dividend rate | 0.00% |
Fair value per share | $0.52 |
Number of shares | 750,000 |
Fair value at date of issuance | 393,000 |
DiscountNote6 [Member] | ' |
Market price of common stock | $0.75 |
Exercise price | $0.50 |
Risk-free interest rate | 1.36% |
Volatility | 96.90% |
Term (years) | '5 years |
Dividend rate | 0.00% |
Fair value per share | $0.59 |
Number of shares | 250,000 |
Fair value at date of issuance | $146,800 |
7_Convertible_Promissory_Notes
7. Convertible Promissory Notes and Other Notes Payable (Details 3) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Pre-Modification [Member] | ' | ' |
Market price per share | ' | $0.94 |
Exercise price per share | ' | $2 |
Risk-free interest rate | 0.07% | 0.25% |
Expected term (years) | '5 months 1 day | '2 years 4 months |
Volatility | 68.70% | 77.90% |
Dividend rate | 0.00% | 0.00% |
Fair Value per share | ' | $0.24 |
Post-Modification [Member] | ' | ' |
Market price per share | ' | $0.94 |
Exercise price per share | ' | $2 |
Risk-free interest rate | 0.18% | 0.60% |
Expected term (years) | '1 year 4 months 2 days | '5 years 14 days |
Volatility | 69.90% | 88.80% |
Dividend rate | 0.00% | 0.00% |
Fair Value per share | ' | $0.52 |
Convertible_Promissory_Notes_a5
Convertible Promissory Notes and Other Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Platinum Mod Series A [Member] | Senior Note1 [Member] | Senior Note1 [Member] | Senior Note 2 [Member] | Senior Note 2 [Member] | Senior Note 3 [Member] | Senior Note 3 [Member] | Senior Note 4 [Member] | Senior Note 4 [Member] | Senior Note 5 [Member] | Senior Note 5 [Member] | Senior Note 6 [Member] | Senior Note 6 [Member] | Senior Note Total [Member] | Senior Note Noncurrent [Member] | SeniorNote 7 [Member] | Ten% Total [Member] | Ten % Noncurrent [Member] | BurrPilgerMayer [Member] | BurrPilgerMayer [Member] | Desjardins [Member] | Desjardins [Member] | McCarthyTetrault [Member] | McCarthyTetrault [Member] | MF Note A [Member] | MF Note B [Member] | Univ Health Note [Member] | Service Providers Total [Member] | Service Providers After Discount [Member] | Service Providers After Discount [Member] | Service Note Current [Member] | Service Notes Noncurrent [Member] | Insurance Company [Member] | Insurance Company [Member] | Vendor [Member] | Vendor [Member] | Vendor Current [Member] | Vendor Current [Member] | TenPercenNoncurrent [Member] | Unrelated Parties [Member] | Unrelated Parties [Member] | Unrelated Parties Current [Member] | Unrelated Parties Current [Member] | Unrelated Parties Noncurrent [Member] | Unrelated Parties Noncurrent [Member] | Cato Note 1 [Member] | Cato Note 1 [Member] | Cato Note 2 [Member] | Cato Note 2 [Member] | Related Parties Aggregate [Member] | Related Parties Aggregate [Member] | Related Parties After Discount [Member] | Related Parties After Discount [Member] | Related Parties Current [Member] | Related Parties Current [Member] | Related Parties Noncurrent [Member] | Related Parties Noncurrent [Member] | Ten Percent Note [Member] | ||||
Principal Balance | ' | ' | ' | ' | $1,272,600 | $1,272,600 | $500,000 | $500,000 | $500,000 | $500,000 | $250,000 | $250,000 | $750,000 | $750,000 | $1,007,500 | ' | $3,522,600 | $1,436,700 | $50,000 | $1,057,500 | $1,360,100 | $90,400 | $90,400 | $178,600 | $194,100 | $360,900 | $403,100 | $918,200 | $1,379,400 | $549,500 | $3,477,000 | $2,628,900 | $2,411,300 | ($1,130,100) | $2,498,800 | $4,900 | $4,200 | $119,400 | $128,800 | ($119,400) | $128,800 | $43,000 | $3,660,100 | $3,746,300 | ($1,270,200) | $591,400 | $2,389,900 | $3,154,900 | $293,600 | $293,600 | $1,009,000 | $1,009,000 | $1,302,600 | $1,302,600 | $199,400 | $1,155,400 | ($259,600) | $85,600 | $939,800 | $1,069,800 | $58,800 |
Accrued Interest | ' | ' | ' | ' | 203,400 | 61,700 | 79,900 | 24,200 | 78,600 | 23,000 | 29,400 | 2,600 | 84,100 | 4,700 | 35,700 | ' | 493,100 | 493,100 | 200 | 35,900 | 35,900 | 6,800 | ' | 14,100 | 800 | 24,800 | 1,700 | 87,900 | 195,200 | 60,600 | 389,400 | 389,400 | 82,000 | -133,600 | 255,800 | ' | ' | 34,700 | 23,300 | -34,700 | 23,300 | ' | 427,900 | 105,300 | -172,100 | 25,800 | 255,800 | 79,500 | 30,800 | 7,400 | 117,300 | 36,200 | 148,100 | 43,600 | 148,100 | 43,600 | -30,800 | 7,400 | 117,300 | 36,200 | 3,800 |
Total | ' | ' | ' | ' | 1,476,000 | 1,334,300 | 579,900 | 524,200 | 578,600 | 523,000 | 279,400 | 252,600 | 834,100 | 754,700 | 1,043,200 | ' | 4,015,700 | 129,800 | 50,200 | 1,093,400 | 396,000 | 7,200 | 90,400 | 192,700 | 194,900 | 385,700 | 404,800 | 1,006,100 | 574,600 | 610,100 | 3,866,400 | 3,018,300 | 2,493,300 | -1,263,700 | 1,754,600 | 4,900 | 4,200 | 154,100 | 152,100 | -154,100 | 152,100 | 43,000 | 4,088,000 | 3,851,600 | -1,442,300 | 617,200 | 2,645,700 | 3,234,400 | 324,400 | 301,000 | 126,300 | 1,045,200 | 1,450,700 | 1,346,200 | 1,347,500 | 1,199,000 | -290,400 | 9,300 | 1,057,100 | 1,106,000 | 62,600 |
Note discount on principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,085,900 | ' | ' | -697,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -848,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -848,100 | 2,012,300 | ' | ' | ' | ' | -103,200 | 147,200 | ' | ' | ' | ' | ' | ' | ' |
Note discount on accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note discount, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,085,900 | ' | ' | -697,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -848,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -848,100 | 2,091,800 | ' | ' | ' | ' | -103,200 | 147,200 | ' | ' | ' | ' | ' | ' | ' |
Fair value warrant | ' | ' | ' | 1,936,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 146,800 | ' | 780,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in fair value warrant quarter end | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 620,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in fair value warrant three months end | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,354,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market price per share | ' | ' | ' | $0.42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price per share | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.36% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility | ' | ' | ' | 85.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 96.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend rate | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in warrant put and note extension option and warrant liabilities | 84,200 | 733,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | $3,000,000 | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest rate per share | ' | ' | ' | ' | $0.50 | ' | $0.50 | ' | $0.50 | ' | $0.50 | ' | $0.50 | ' | $0.50 | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase shares | ' | ' | 17,095,633 | ' | 1,272,600 | ' | 500,000 | ' | 500,000 | ' | 250,000 | ' | 750,000 | ' | 250,000 | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Warrant exercise price | ' | ' | ' | ' | $1.50 | ' | $1.50 | ' | $1.50 | ' | $1.50 | ' | $1.50 | ' | $1.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Market price per share | ' | $1.72 |
Pre-Modification [Member] | ' | ' |
Market price per share | $0.46 | ' |
Exercise price per share | $1.41 | ' |
Risk-free interest rate | 0.07% | 0.25% |
Expected term (years) | '5 months 1 day | '2 years 4 months |
Volatility | 68.70% | 77.90% |
Dividend rate | 0.00% | 0.00% |
Fair Value per share | $0.01 | ' |
Post-Modification [Member] | ' | ' |
Market price per share | $0.46 | ' |
Exercise price per share | $1.19 | ' |
Risk-free interest rate | 0.18% | 0.60% |
Expected term (years) | '1 year 4 months 2 days | '5 years 14 days |
Volatility | 69.90% | 88.80% |
Dividend rate | 0.00% | 0.00% |
Fair Value per share | $0.06 | ' |
PreModification 2 [Member] | ' | ' |
Market price per share | $0.50 | ' |
Exercise price per share | $1.50 | ' |
Risk-free interest rate | 0.33% | ' |
Expected term (years) | '1 year 5 months | ' |
Volatility | 74.40% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.05 | ' |
PostModification 2 [Member] | ' | ' |
Market price per share | $0.50 | ' |
Exercise price per share | $1.23 | ' |
Risk-free interest rate | 0.44% | ' |
Expected term (years) | '2 years 1 month 4 days | ' |
Volatility | 75.80% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.11 | ' |
PreModification 3 [Member] | ' | ' |
Market price per share | $0.40 | ' |
Exercise price per share | $1.67 | ' |
Risk-free interest rate | 0.51% | ' |
Expected term (years) | '2 years 12 days | ' |
Volatility | 73.60% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.05 | ' |
PostModification 3 [Member] | ' | ' |
Market price per share | $0.40 | ' |
Exercise price per share | $0.50 | ' |
Risk-free interest rate | 0.57% | ' |
Expected term (years) | '2 years 4 months 1 day | ' |
Volatility | 74.40% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.14 | ' |
PreModification4 [Member] | ' | ' |
Market price per share | $0.60 | ' |
Exercise price per share | $2.51 | ' |
Risk-free interest rate | 0.21% | ' |
Expected term (years) | '1 year 4 months 14 days | ' |
Volatility | 80.80% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.03 | ' |
PostModification4 [Member] | ' | ' |
Market price per share | $0.60 | ' |
Exercise price per share | $1.50 | ' |
Risk-free interest rate | 0.21% | ' |
Expected term (years) | '1 year 4 months 14 days | ' |
Volatility | 80.80% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.07 | ' |
PreModification5Member | ' | ' |
Market price per share | $1.95 | ' |
Exercise price per share | $2.75 | ' |
Risk-free interest rate | 0.29% | ' |
Expected term (years) | '1 year 11 months 2 days | ' |
Volatility | 78.00% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $0.64 | ' |
PostModification5Member | ' | ' |
Market price per share | $1.95 | ' |
Exercise price per share | $0.50 | ' |
Risk-free interest rate | 0.06% | ' |
Expected term (years) | '1 month 2 days | ' |
Volatility | 85.70% | ' |
Dividend rate | 0.00% | ' |
Fair Value per share | $1.45 | ' |
Capital_Stock_Details_1
Capital Stock (Details 1) (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
Warrants outstanding | ' |
Shares subject to purchase | 17,095,633 |
Warrant 1 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $0.50 |
Expirate date range | '12/31/2014 TO 3/19/2019 |
Weighted average years to expiration | '3.24 |
Shares subject to purchase | 5,856,983 |
Warrant 2 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $0.64 |
Expirate date range | '3/3/2023 |
Weighted average years to expiration | '8.92 |
Shares subject to purchase | 2,940,000 |
Warrant 3 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $0.88 |
Expirate date range | '5/31/2015 |
Weighted average years to expiration | '1.17 |
Shares subject to purchase | 15,428 |
Warrant 4 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $1 |
Expirate date range | '7/30/2016 TO 9/30/2017 |
Weighted average years to expiration | '3.05 |
Shares subject to purchase | 5,326,029 |
Warrant 5 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $1.25 |
Expirate date range | '12/31/2014 TO 5/31/2015 |
Weighted average years to expiration | '0.8 |
Shares subject to purchase | 50,280 |
Warrant 6 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $1.50 |
Expirate date range | '11/4/2014 TO 3/4/2018 |
Weighted average years to expiration | '2.45 |
Shares subject to purchase | 2,353,052 |
Warrant 7 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $2 |
Expirate date range | '9/15/2017 |
Weighted average years to expiration | '3.46 |
Shares subject to purchase | 425,000 |
Warrant 8 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $2.50 |
Expirate date range | '5/31/2015 |
Weighted average years to expiration | '1.17 |
Shares subject to purchase | 42,443 |
Warrant 9 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $2.63 |
Expirate date range | '1/31/2015 |
Weighted average years to expiration | '.084 |
Shares subject to purchase | 61,418 |
Warrant 10 [Member] | ' |
Warrants outstanding | ' |
Exercise price per share | $3 |
Expirate date range | '2/13/2016 |
Weighted average years to expiration | '1.87 |
Shares subject to purchase | 25,000 |
Capital_Stock_Details_2
Capital Stock (Details 2) | Mar. 31, 2013 |
Capital Stock Details 2 | ' |
Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding | 15,000,000 |
Warrant shares issuable to Platinum upon exercise of common stock warrant upon exchange of Series A preferred stock under the terms of the October 11, 2012 Note Purchase and Exchange Agreement | 7,500,000 |
110% of shares issuable upon conversion of 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including interest accrued through maturity (2) | 11,227,423 |
Pursuant to warrants to purchase common stock: | ' |
Subject to outstanding warrants | 17,095,633 |
Issuable pursuant to accrued interest through maturity on outstanding promissory notes issued to Morrison & Foerster, Cato Research Ltd., and University Health Network | 938,971 |
Pursuant to warrants to purchase common stock, total | 18,034,604 |
Pursuant to stock incentive plans: | ' |
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans | 4,249,271 |
Available for future grants | 735,200 |
Pursuant to stock incentive plans, total | 4,984,471 |
Upon conversion of notes and accrued interest issued pursuant to the Winter 2013/2014 Private Placement of Units | 2,470,000 |
Upon further sales of Units pursuant to the 2012 Private Placement of Units | 14,900,000 |
Upon further sale of shares to Autilion under the amended Securities Purchase Agreement | 71,950,000 |
Total | 146,066,498 |
Capital_Stock_Details_Narrativ
Capital Stock (Details Narrative) (USD $) | 3 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2014 | |
Cash proceeds from Autilion purchase agreement | ' | $36,000,000 |
Autilion AG [Member] | ' | ' |
Purchase obligation | ' | 72,000,000 |
Purchase obligation, per share price | ' | $0.50 |
Initial closing of financing | ' | 25,000 |
Initial issuance of shares under puchase agreement | ' | 50,000 |
Cash proceeds from Autilion purchase agreement | ' | 36,000,000 |
2013 Private Placement [Member] | ' | ' |
Principal Balance | ' | 5,000 |
Interest rate | ' | 10.00% |
Note issued | ' | 580,000 |
Note conversion price | ' | $0.50 |
Warrant issued | ' | 1,160,000 |
Repayment of previous advances to officers | ' | 50,000 |
Restricted common stock | ' | 10,000 |
Exercise price | ' | $1 |
Platinum Modifications [Member] | ' | ' |
Exercise price | ' | $0.50 |
Exercise price at grant date | ' | $0.22 |
Fair value warrant | ' | 780,400 |
Market price per share | ' | $0.42 |
Exercise price per share | ' | $0.50 |
Dividend rate | ' | 0.00% |
Range Low [Member] | ' | ' |
Risk-free interest rate | ' | 11.60% |
Volatility | ' | 76.10% |
Range High [Member] | ' | ' |
Risk-free interest rate | ' | 1.54% |
Volatility | ' | 81.50% |
Platinum Mod Series A [Member] | ' | ' |
Exercise price at grant date | ' | $0.27 |
Fair value warrant | ' | 1,936,700 |
Market price per share | ' | $0.42 |
Exercise price per share | ' | $0.50 |
Risk-free interest rate | ' | 1.75% |
Volatility | ' | 85.70% |
Dividend rate | ' | 0.00% |
Probability of issuance | ' | 95.00% |
Warrant Modification [Member] | ' | ' |
Exercise price | ' | $0.50 |
Exercise price at grant date | ' | $1.50 |
Exercised warrants | 528,370 | ' |
Cash proceeds from exercise of warrants | 264,200 | ' |
Modified warrants exercised | 16,646 | ' |
Noncash share compensation paid for professional services | $8,300 | ' |
Research_and_Development_Expen1
Research and Development Expenses (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | |
Research and Development [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development expenses | $566,000 | $551,000 | $669,000 | $695,000 | $339,000 | $1,120,000 | $1,106,000 | $866,000 | $2,481,000 | $3,431,000 |
Income_Taxes_Details
Income Taxes (Details) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Taxes Details | ' | ' |
Computed expected tax benefit | -34.00% | -34.00% |
Tax effect of Warrant Liabilitiy mark to market | 41.50% | -4.30% |
Losses not benefitted | -7.50% | 3820.00% |
Other | 0.10% | 0.10% |
Income tax expense | 0.10% | 0.00% |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Income Taxes Details 1 | ' | ' |
Net operating loss carry-forwards | $19,733 | $19,010 |
Basis differences in fixed assets | 37 | 9 |
Accruals and reserves | 17 | 8 |
Total deferred tax assets, net | 19,787 | 19,027 |
Valuation allowance | -19,787 | -19,027 |
Net deferred tax asset | ' | ' |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Valuation allowance increase | $760,000 | $2,814,000 |
U.S. federal net operating loss carryforwards | 50,300,000 | ' |
state net operating loss carryforwards | $44,700,000 | ' |
Licensing_and_Collaborative_Ag1
Licensing and Collaborative Agreements (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 184 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Feb. 04, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jun. 30, 2012 | Mar. 31, 2010 | Mar. 31, 2008 | Oct. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | |
UHN [Member] | UHN [Member] | UHN [Member] | US NIH [Member] | US NIH [Member] | US NIH [Member] | Cato [Member] | Cato [Member] | Cato [Member] | |||||
Monthly research funding payments | ' | ' | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' | ' | ' |
Promissory note issuance | 1,465,000 | ' | ' | ' | 549,500 | ' | ' | ' | ' | ' | 1,009,000 | ' | ' |
Warrant issued with promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,009,000 | ' | ' |
Research funding payments | ' | ' | ' | ' | 309,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Award upon agreed milestones | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' |
Grant revenue | ' | ' | ' | ' | ' | ' | ' | 187,000 | 4,600,000 | 4,200,000 | ' | ' | ' |
Research and development expenses | ' | $2,480,600 | $3,430,800 | $32,036,300 | ' | ' | ' | ' | ' | ' | ' | $52,500 | $703,800 |
Stock_Option_Plans_and_401k_Pl2
Stock Option Plans and 401(k) Plan (Details) (USD $) | 12 Months Ended | 184 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Research and development expense: | ' | ' | ' |
Stock option grants, including expense related to modifications | $296,900 | $242,300 | ' |
Warrants granted to officer in March 2014 | 22,800 | ' | ' |
Warrants granted to officer in March 2013 | 133,700 | 267,500 | ' |
Total research and development expense related to stock-based compensation expense | 453,400 | 509,800 | ' |
General and administrative expense: | ' | ' | ' |
Stock option grants, including expense related to modifications | 385,100 | 196,600 | ' |
Warrants granted to officer and directors in March 2014 | 31,300 | ' | ' |
Warrants granted to officers and directors in March 2013 | 267,500 | 534,900 | ' |
Total General and administrative expense related to stock-based compensation expense | 683,900 | 731,500 | ' |
Total stock-based compensation expense | $1,137,300 | $1,241,300 | $6,732,900 |
Stock_Option_Plans_and_401k_Pl3
Stock Option Plans and 401(k) Plan (Details 1) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Minimum [Member] | ' | ' |
Exercise price | $0.40 | $0.51 |
Market price on date of grant | $0.40 | $0.51 |
Risk-free interest rate | 1.08% | 0.90% |
Expected (years) | '10 years | '6 years 3 months |
Volatility | 87.90% | 82.90% |
Fair value per share at grant date | $0.32 | $0.36 |
Maximum [Member] | ' | ' |
Exercise price | $0.82 | $0.75 |
Market price on date of grant | $0.82 | $0.71 |
Risk-free interest rate | 2.53% | 1.74% |
Expected (years) | '6 years 3 months | '10 years |
Volatility | 103.20% | 85.40% |
Fair value per share at grant date | $0.68 | $0.59 |
Stock_Option_Plans_and_401k_Pl4
Stock Option Plans and 401(k) Plan (Details 2) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Number of Shares | ' | ' |
Options outstanding at beginning of period | 4,912,604 | 4,805,771 |
Options granted | 381,000 | 1,075,550 |
Options exercised | ' | ' |
Options cancelled | ' | -870,550 |
Options forfeited | -79,080 | -29,167 |
Options expired | -965,253 | -69,000 |
Options outstanding at end of period | 4,249,271 | 4,912,604 |
Options exercisable at end of period | 3,655,061 | 4,227,436 |
Weighted Average Exercise Price | ' | ' |
Weighted average exercise price, Options outstanding at beginning of period | $1.32 | $1.53 |
Options granted | $0.54 | $0.72 |
Options exercised | ' | ' |
Options cancelled | ' | $1.72 |
Options forfeited | $1.75 | $1.75 |
Options expired | $1.20 | $1.34 |
Weighted average exercise price, Options outstanding at end of period | $0.50 | $1.32 |
Weighted average exercise price, Options exercisable at end of period | $0.50 | $1.35 |
Weighted average grant-date fair value of options granted during the period | $0.42 | $0.52 |
Stock_Option_Plans_and_401k_Pl5
Stock Option Plans and 401(k) Plan (Details 3) (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | |
Options outstanding at end of period | 4,249,271 | 4,912,604 | 4,805,771 |
Weighted Average Remaining Years until Expiration | '6 years 6 months 7 days | ' | ' |
Weighted average exercise price, Options outstanding at end of period | $0.50 | $1.32 | $1.53 |
Options exercisable at end of period | 3,655,061 | 4,227,436 | ' |
Weighted average exercise price, Options exercisable at end of period | $0.50 | $1.35 | ' |
$0.40 [Member] | ' | ' | ' |
Options outstanding at end of period | 1,041,550 | ' | ' |
Weighted Average Remaining Years until Expiration | '8 years 6 months 11 days | ' | ' |
Weighted average exercise price, Options outstanding at end of period | $0.40 | ' | ' |
Options exercisable at end of period | 810,560 | ' | ' |
Weighted average exercise price, Options exercisable at end of period | $0.40 | ' | ' |
$0.50 [Member] | ' | ' | ' |
Options outstanding at end of period | 2,988,695 | ' | ' |
Weighted Average Remaining Years until Expiration | '5 years 10 months 24 days | ' | ' |
Weighted average exercise price, Options outstanding at end of period | $0.50 | ' | ' |
Options exercisable at end of period | 2,657,665 | ' | ' |
Weighted average exercise price, Options exercisable at end of period | $0.50 | ' | ' |
$0.72 - $1.80 [Member] | ' | ' | ' |
Options outstanding at end of period | 219,026 | ' | ' |
Weighted Average Remaining Years until Expiration | '5 years 5 months 16 days | ' | ' |
Weighted average exercise price, Options outstanding at end of period | $1.06 | ' | ' |
Options exercisable at end of period | 186,836 | ' | ' |
Weighted average exercise price, Options exercisable at end of period | $1 | ' | ' |
Stock_Option_Plans_and_401k_Pl6
Stock Option Plans and 401(k) Plan (Details Narrative) (USD $) | 12 Months Ended | 184 Months Ended | 13 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Stock Plan 2008 [Member] | Stock Plan 1999 [Member] | ||||
Maximum number of shares granted | ' | ' | ' | 5,000,000 | 900,000 |
Maximum term of 10% or more owners | ' | ' | ' | '5 years | ' |
Maximum term of any other owner | ' | ' | ' | '10 years | ' |
Cancelled options | ' | ' | ' | 870,550 | ' |
New options granted to cancelled holders | ' | ' | ' | 920,550 | ' |
Exercise price to new options granted | ' | ' | ' | $0.75 | ' |
Modification options granted | ' | ' | ' | 604,699 | ' |
Modification charge | $204,300 | $508,200 | $1,454,200 | $133,000 | ' |
Shares with reduced exercise price | ' | ' | ' | 3,924,245 | ' |
Modification charge of options to certain employees | ' | ' | ' | 252,000 | ' |
Shares remaining for grant under 2008 Plan | 735,200 | ' | 735,200 | ' | ' |
Quoted market price of common stock | $0.46 | ' | $0.46 | ' | ' |
Aggregate intrinsic value of outstanding options | 62,500 | ' | 62,500 | ' | ' |
Aggregate intrinsic value related to exercisable options | 48,600 | ' | 48,600 | ' | ' |
Unrecognized compensation cost | 394,300 | ' | 394,300 | ' | ' |
Unrecognized compensation cost related to unvested warrant grants | $455,300 | ' | $455,300 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 184 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 04, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Officer [Member] | CBV Note [Member] | CBV Note [Member] | CRL Note [Member] | CRL Note [Member] | CRL Note [Member] | |||||
Proceeds from short-term loan | ' | $64,000 | ' | $64,000 | ' | ' | $352,300 | ' | ' | ' |
Interest rate on note | 10.00% | ' | ' | ' | 4.90% | 7.50% | ' | 7.50% | ' | ' |
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 167,900 | 101,700 |
Incurred expenses on research and subsequent other projects | ' | 2,480,600 | 3,430,800 | 32,036,300 | ' | ' | ' | ' | 52,500 | 703,800 |
Promissory note issuance | 1,465,000 | ' | ' | ' | 103,400 | ' | 310,443 | ' | 1,009,000 | ' |
Warrant issued with promissory note | ' | ' | ' | ' | 126,389 | ' | 250,000 | ' | 1,009,000 | ' |
Estimate accrued of gross-up amount | ' | $101,900 | $101,900 | $101,900 | ' | ' | ' | ' | ' | ' |
Commitments_Contingencies_Guar2
Commitments, Contingencies, Guarantees and Indemnifications (Details) (USD $) | Mar. 31, 2013 | Mar. 31, 2012 |
Capital lease obligations | ' | ' |
Leased laboratory equipment | $19,000 | $19,000 |
Leased office equipment | 4,500 | 4,500 |
Total lease obligations | 23,500 | 23,500 |
Accumulated amortization | -11,100 | -6,400 |
Leased laboratory and computer equipment, net | $12,400 | $17,100 |
Commitments_Contingencies_Guar3
Commitments, Contingencies, Guarantees and Indemnifications (Details 1) (USD $) | Mar. 31, 2013 |
Future minimum payment, capital leases, Equipment | ' |
Lease payment 2015 | $4,300 |
Lease payment 2016 | 1,200 |
Lease payment 2017 | 1,200 |
Lease payment 2018 | 100 |
Future minimum lease payments | 6,800 |
Less imputed interest included in minimum lease payments | -800 |
Present value of minimum lease payments | 6,000 |
Less current portion | -3,900 |
Non-current capital lease obligation | $2,100 |
Commitments_Contingencies_Guar4
Commitments, Contingencies, Guarantees and Indemnifications (Details 2) (USD $) | Mar. 31, 2013 |
Future minimum payments, principal | ' |
2015 | $250,900 |
2016 | 264,000 |
2017 | 277,100 |
2018 | 93,800 |
Total | $885,800 |
Commitments_Contingencies_Guar5
Commitments, Contingencies, Guarantees and Indemnifications (Details 3) (USD $) | Mar. 31, 2014 |
Commitments Contingencies Guarantees And Indemnifications Details 3 | ' |
2015 | $1,562,500 |
2016 | 461,300 |
2017 | 10,000 |
2018 | 10,700 |
Thereafter through June 2019 | 13,000 |
Total | $2,057,500 |
Commitments_Contingencies_Guar6
Commitments, Contingencies, Guarantees and Indemnifications (Details Narrative) (USD $) | 12 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Facility rent expense | $284,100 | $179,000 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 184 Months Ended | |
Feb. 04, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Subsequent Events Details Narrative | ' | ' | ' | ' |
Note issued | $1,465,000 | ' | ' | ' |
Interest rate | 10.00% | ' | ' | ' |
Shares issued | 1,465,000 | ' | ' | ' |
Exercise price | $0.50 | ' | ' | $0.50 |
Technology promissory note | 300,000 | ' | ' | ' |
Restricted shares of common stock issued, technology promissory note | 300,000 | ' | ' | ' |
License maintenance fees and reimbursable patent prosecution costs | 288,400 | ' | ' | ' |
2013 Unit Notes aggregate face amount | 845,000 | ' | ' | ' |
2013 Unit Notes paid amount | 65,200 | ' | ' | ' |
Gross proceeds | $15,000,000 | $1,075,500 | $1,185,100 | $5,060,600 |
Supplemental_Financial_Informa2
Supplemental Financial Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | 154 Months Ended | 184 Months Ended | |||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2014 | |
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant revenue | ' | ' | ' | ' | ' | ' | ' | $200,400 | ' | $200,400 | ' | ' | $12,963,100 |
Total revenues | ' | ' | ' | ' | ' | ' | ' | 200,400 | ' | 200,400 | ' | ' | 16,370,200 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development | 566,000 | 551,000 | 669,000 | 695,000 | 339,000 | 1,120,000 | 1,106,000 | 866,000 | 2,481,000 | 3,431,000 | ' | ' | ' |
General and administrative | 500,000 | 897,000 | 546,000 | 605,000 | 1,132,000 | 799,000 | 576,000 | 1,055,000 | 2,548,300 | 3,562,700 | ' | ' | 33,229,400 |
Total operating expenses | 1,066,000 | 1,448,000 | 1,215,000 | 1,300,000 | 1,471,000 | 1,919,000 | 1,682,000 | 1,921,000 | 5,028,900 | 6,993,500 | ' | ' | 72,788,900 |
Loss from operations | -1,066,000 | -1,448,000 | -1,215,000 | -1,300,000 | -1,471,000 | -1,919,000 | -1,682,000 | -1,721,000 | -5,028,900 | -6,793,100 | ' | ' | -56,418,700 |
Other expenses, net: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense, net | -503,000 | -361,000 | -323,000 | -316,000 | -309,000 | -235,000 | -274,000 | -103,000 | -1,503,000 | -920,700 | ' | ' | -11,865,200 |
Change in warrant liabilities | -257,000 | 1,940,000 | 79,000 | 1,805,000 | -1,994,000 | 358,000 | ' | ' | 3,566,900 | -1,635,800 | ' | ' | 2,349,600 |
Loss on early extinguishment of debt | ' | ' | ' | ' | -31,000 | -3,537,000 | ' | ' | ' | -3,567,800 | ' | ' | -4,761,300 |
Other income | ' | ' | ' | ' | 35,000 | ' | ' | ' | ' | 35,000 | ' | ' | ' |
Income (loss) before income taxes | -1,826,000 | 131,000 | -1,459,000 | 189,000 | -3,770,000 | -5,333,000 | -1,956,000 | -1,824,000 | -2,965,000 | -12,883,000 | ' | ' | -70,613,700 |
Income taxes | ' | ' | ' | -3,000 | ' | -2,000 | ' | -2,000 | 2,700 | 3,700 | ' | ' | 23,200 |
Net income (loss) | ($1,826,000) | $131,000 | ($1,459,000) | $186,000 | ($3,770,000) | ($5,335,000) | ($1,956,000) | ($1,826,000) | ($2,967,700) | ($12,886,700) | ($12,209,500) | ($42,715,300) | ($70,636,900) |
Basic net income (loss) per common share | ' | ' | ' | ' | ' | ' | ' | ' | ($0.14) | ($1.27) | ' | ' | ' |
Diluted net loss per common share | ' | ' | ' | ' | ' | ' | ' | ' | ($0.19) | ($1.27) | ' | ' | ' |
Diluted net loss per common share | ' | ' | ' | ' | ' | ' | ' | ' | 21,973,149 | 18,108,444 | ' | ' | ' |
Supplemental_Financial_Informa3
Supplemental Financial Information (Details Narrative) | Mar. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Shares of common stock retroactively reflected as outstanding | 1,569,000 |
Shares held by stockholders, pre-merger | 784,500 |