Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 25, 2015 | Sep. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | VistaGen Therapeutics, Inc. | ||
Entity Central Index Key | 1,411,685 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2015 | ||
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 | $ 10,084,494 | ||
Entity Common Stock, Shares Outstanding | 1,594,461 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 70,000 | |
Prepaid expenses and other current assets | 35,700 | $ 40,500 |
Total current assets | 105,700 | 40,500 |
Property and equipment, net | 117,100 | 176,300 |
Security deposits and other assets | 46,900 | 46,900 |
Total assets | 269,700 | 263,700 |
Current liabilities: | ||
Accounts payable | 2,251,100 | 2,443,900 |
Accrued expenses | $ 1,206,500 | 625,600 |
Advance from officer | $ 3,600 | |
Current maturities of senior secured convertible promissory notes and accrued interest | $ 4,146,100 | |
Current portion of notes payable, net of discount of $474,500 at March 31, 2014 and accrued interest | 4,117,000 | $ 1,442,300 |
Current portion of notes payable to related parties, net of discount of $54,500 at March 31, 2015 and accrued interest | 1,508,800 | 290,400 |
Convertible promissory notes and accrued interest, net of discount of $180,000 at March 31, 2015 and $697,400 at March 31, 2014, respectively | 4,157,600 | 396,000 |
Capital lease obligations | 1,000 | 3,900 |
Total current liabilities | 17,388,100 | 5,205,700 |
Non-current liabilities: | ||
Senior secured convertible promissory notes, net of discount of $0 at March 31, 2015 and $2,085,900 at March 31, 2014, respectively, and accrued interest | 296,200 | 1,929,800 |
Notes payable, net of discount of $0 at March 31, 2015 and $848,100 at March 31, 2014, and accrued interest | $ 35,600 | 1,797,600 |
Notes payable to related parties, net of discount of $103,200 at March 31, 2014 and accrued interest | 1,057,100 | |
Warrant liability | $ 3,008,500 | 2,973,900 |
Deferred rent liability | 83,000 | 97,400 |
Capital lease obligations | 1,100 | 2,100 |
Total non-current liabilities | 3,424,400 | 7,857,900 |
Total liabilities | 20,812,500 | 13,063,600 |
Stockholders' deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 shares, including 500,000 Series A shares, authorized at March 31, 2015 and March 31, 2014, respectively; 500,000 Series A shares issued and outstanding at March 31, 2015 and March 31, 2014, respectively | 500 | 500 |
Common stock, $0.001 par value; 10,000,000 shares authorized at March 31, 2015 and March 31, 2014, respectively; 1,677,110 shares and 1,310,093 shares issued at March 31, 2015 and March 31, 2014, respectively | 1,700 | 1,300 |
Additional paid-in capital | 67,945,800 | 62,001,400 |
Treasury stock, at cost, 135,665 shares of common stock held at March 31, 2015 and March 31, 2014, respectively | $ 3,968,100 | 3,968,100 |
Notes receivable from sale of common stock | (198,100) | |
Accumulated deficit | $ (84,522,700) | (70,636,900) |
Total stockholders' deficit | (20,542,800) | (12,799,900) |
Total liabilities and stockholders' deficit | $ 269,700 | $ 263,700 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | |
Current liabilities: | |||
Current portion of notes payable, net of discount | $ 474,500 | ||
Current portion of notes payable to related parties, net of discount | 54,500 | ||
Convertible promissory notes and accrued interest | 180,000 | $ 697,400 | |
Non-current liabilities: | |||
Senior secured convertible promissory notes, net of discount | 0 | 2,085,900 | |
Notes payable, net of discount | $ 0 | 848,100 | |
Notes payable to related parties, net of discount | $ 103,200 | ||
Stockholders deficit: | |||
Preferred Stock, par value | $ .001 | $ 0.001 | |
Preferred Stock, Authorized | 10,000,000 | 10,000,000 | |
PreferredStockSeriesASharesIssued | [1] | 750,000 | 750,000 |
PreferredStockSeriesASharesOutstanding | 500,000 | 500,000 | |
Common Stock, Par Value Par Share | $ .001 | $ 0.001 | |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Common Stock, Shares, Issued | 1,677,110 | 1,310,093 | |
Treasury Stock, Shares | 135,665 | 135,665 | |
Series A Preferred | |||
Stockholders deficit: | |||
Preferred Stock, Authorized | 500,000 | ||
[1] | Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating expenses: | ||
Research and development | $ 2,432,700 | $ 2,480,600 |
General and administrative | 4,344,400 | 2,548,300 |
Total operating expenses | 6,777,100 | 5,028,900 |
Loss from operations | (6,777,100) | (5,028,900) |
Other expenses, net: | ||
Interest expense, net | (4,548,700) | (1,503,000) |
Change in warrant liability | 34,600 | $ (3,566,900) |
Loss on extinguishment of debt | (2,388,000) | |
Other expense | (135,000) | |
Loss before income taxes | (13,883,400) | $ (2,965,000) |
Income taxes | 2,400 | 2,700 |
Net loss and comprehensive loss | $ (13,885,800) | $ (2,967,700) |
Basic net loss per common share | $ (10.53) | $ (2.70) |
Diluted net loss per common share | $ (10.61) | $ (3.81) |
Weighted average shares used in computing basic net loss per common share | 1,318,797 | 1,098,742 |
Weighted average shares used in computing diluted net loss per common share | 1,318,797 | 1,099,216 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (13,885,800) | $ (2,967,700) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 59,100 | 54,600 |
Amortization of discounts on convertible and promissory notes | 3,372,000 | 640,000 |
Change in warrant liability | 34,600 | (3,566,900) |
Stock-based compensation | 2,460,100 | 1,137,300 |
Expense related to modification of warrants | 98,400 | 204,300 |
Non-cash rent and relocation expense | (14,400) | 56,800 |
Interest income on note receivable for stock purchase | 2,800 | $ (1,200) |
Loss on settlement of note receivable for stock purchase | 134,900 | |
Fair value of common stock granted for services | 469,000 | |
Fair value of warrants granted for services and interest | 44,500 | $ 60,700 |
Gain on currency fluctuation | (63,600) | $ (48,600) |
Loss on extinguishment of debt | 2,388,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | $ 107,400 | $ 92,700 |
Security deposits and other assets | (17,900) | |
Accounts payable and accrued expenses, including accrued interest | $ 2,024,100 | 2,229,900 |
Net cash used in operating activities | $ (2,768,900) | (2,126,000) |
Cash flows from investing activities: | ||
Purchases of equipment, net | 9,600 | |
Net cash used in investing activities | (9,600) | |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock and warrants, including Units | $ 3,146,600 | 1,075,500 |
Proceeds from exercise of modified warrants | 264,200 | |
Proceeds from sales of notes and warrants to Platinum | 250,000 | |
Advance from officer | 64,000 | |
Repayment of capital lease obligations | $ (3,900) | (7,600) |
Repayment of notes | (303,800) | (148,600) |
Net cash provided by financing activities | 2,838,900 | 1,497,500 |
Net increase (decrease) in cash and cash equivalents | $ 70,000 | (638,100) |
Cash and cash equivalents at beginning of period | $ 638,100 | |
Cash and cash equivalents at end of period | $ 70,000 | |
Supplemental disclosure of cash flow activities: | ||
Cash paid for interest | 35,700 | $ 21,000 |
Cash paid for income taxes | 2,400 | 2,700 |
Supplemental disclosure of noncash activities: | ||
Insurance premiums settled by issuing note payable | 105,300 | $ 98,300 |
Accounts payable settled by issuance of stock or notes payable and stock | $ 438,400 | |
Recognition of warrant liability upon issuance to Platinum of July 2013 Senior Secured Convertible Note | $ 146,800 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) | Series A Preferred | Common Stock | Additional Paid-In Capital | Treasury Stock | Note Receivable from Sale of Stock | Deficit Accumulated During the Development Stage | Total |
Beginning Balance, Amount at Mar. 31, 2013 | $ 500 | $ 1,200 | $ 59,288,300 | $ (3,968,100) | $ (209,100) | $ (67,669,200) | $ (12,556,400) |
Beginning Balance, Shares at Mar. 31, 2013 | 500,000 | 1,174,092 | |||||
Share-based compensation expense | $ 1,137,300 | $ 1,137,300 | |||||
Proceeds from sale of common stock for cash, including exercises of warrants under Discount Warrant Exercise Program, Amount | 335,900 | 335,900 | |||||
Proceeds from sale of common stock for cash, including exercisesof warrants under Discount Warrant Exercise Program, Shares | 32,751 | ||||||
Beneficial conversion feature on note issued to Platinum in July 2013 | $ 100,700 | $ 100,700 | |||||
Payments on and settlement of note receivable for sale of stock | $ 11,000 | 11,000 | |||||
Allocated proceeds from sale of Units for cash under 2013 Unit Private Placement, including beneficial conversion feature | $ 100 | $ 838,100 | 838,200 | ||||
Allocated proceeds from sale of Units for cash under 2013 Unit Private Placement, including beneficial conversion feature, Shares | 100,750 | ||||||
Allocated proceeds from sale of Units for cash under 2014 Unit Private Placement, including beneficial conversion feature | 36,000 | 36,000 | |||||
Allocated proceeds from sale of Units for cash under 2014 Unit Private Placement, including beneficial conversion feature, Shares | 2,500 | ||||||
Incremental fair value of warrant modifications | 204,300 | 204,300 | |||||
Fair value of warrants issued to Morrison & Foerster, Cato Research 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 | $ 1,300 | $ 62,001,400 | $ (3,968,100) | $ (198,100) | $ (70,636,900) | (12,799,900) |
Ending Balance, Shares at Mar. 31, 2014 | 500,000 | 1,310,093 | |||||
Share-based compensation expense | $ 2,460,100 | 2,460,100 | |||||
Payments on and settlement of note receivable for sale of stock | $ 198,100 | 198,100 | |||||
Allocated proceeds from sale of Units for cash under 2014 Unit Private Placement, including beneficial conversion feature | $ 300 | $ 2,746,800 | 2,747,100 | ||||
Allocated proceeds from sale of Units for cash under 2014 Unit Private Placement, including beneficial conversion feature, Shares | 280,350 | ||||||
Incremental fair value of warrant modifications | $ 98,400 | 98,400 | |||||
Net Loss | $ (13,885,800) | (13,885,800) | |||||
Ending Balance, Amount at Mar. 31, 2015 | $ 500 | $ 1,700 | $ 67,945,800 | $ (3,968,100) | $ (84,522,700) | $ (20,542,800) |
Description of Business
Description of Business | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Description of Business | 1. Description of Business VistaGen Therapeutics, Inc., a Nevada corporation, is a clinical-stage biopharmaceutical company committed to developing and commercializing product candidates for patients with depression, other diseases and disorders related to the central nervous system (CNS), and cancer. Our principal executive offices are located at 343 Allerton Avenue, South San Francisco, California 94080, and our telephone number is (650) 577-3600. Our website address is www.vistagen.com VistaGen Therapeutics, Inc. VistaGen we the Company us our VistaGen Therapeutics, Inc., a California corporation incorporated on May 26, 1998 ( VistaGen California Merger Our lead product candidate, AV-101, is an orally-active small molecule prodrug in Phase 2 development for Major Depressive Disorder (MDD). AV-101’s mechanism of action (MOA), as an N-methyl-D-aspartate receptor (NMDAR) antagonist binding selectively at the glycine-binding (GlyB) co-agonist site of the NMDAR, is fundamentally different from all currently-approved antidepressants. In three preclinical studies utilizing well-validated animal models of depression, AV-101 was shown to induce fast-acting, dose-dependent, persistent and statistically significant antidepressant-like responses, following a single treatment, which were equivalent to response seen with a single sub-anesthetic dose of ketamine. In the same studies, fluoxetine did not induce rapid onset antidepressant-like responses. Preclinical studies also support the hypothesis that AV-101 has potential to treat several additional CNS disorders, including chronic neuropathic pain, epilepsy and neurodegenerative diseases, such as Parkinson’s disease and Huntington’s disease where modulation of the NMDAR may have therapeutic benefit. Following our two successful randomized, double-blind, placebo-controlled Phase 1 safety studies funded by the U.S. National Institutes of Health (NIH), AV-101 is the only small molecule product candidate known to management that is (A) in Phase 2 clinical development as a monotherapy for MDD, (B) designed to modulate the NMDAR through antagonistic binding at the GlyB co-agonist site of the NMDAR and (C) orally-active in human subjects. In February 2015, we entered a Cooperative Research and Development Agreement (CRADA) with the U.S. National Institute of Mental Health (NIMH), part of the NIH. Under this agreement, we will collaborate with the NIH on a Phase 2 clinical study of AV-101 in subjects with treatment resistant Major Depressive Disorder. Pursuant to the CRADA, this study will be conducted and fully-funded by the NIMH. It is contemplated that this clinical study will begin this year under the direction of Dr. Carlos Zarate, Jr., the NIMH’s Chief of Experimental Therapeutics & Pathophysiology Branch and of the Section on Neurobiology and Treatment of Mood and Anxiety Disorders. In addition to developing AV-101 for MDD and other CNS indications, we are using our stem cell technology platform for drug rescue –to identify and develop proprietary new chemical entities (NCEs) for our internal drug candidate pipeline by leveraging our in vitro CardioSafe LiverSafe CardioSafe LiverSafe in vitro in vivo in vitro in vivo CardioSafe LiverSafe Although we have previously generated approximately $16.4 million of revenue from grant awards and collaborations, we currently have no commercially available, revenue-generating products and, since inception, we have devoted substantially all of our time and efforts to development of AV-101 for CNS indications and our human pluripotent stem cell technology research and development programs, including, customized bioassay system development, creating, protecting and patenting intellectual property, recruiting personnel and raising working capital. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Basis of Presentation and Going Concern | 2. Basis of Presentation and Going Concern Effective August 14, 2014, we consummated a 1-for-20 reverse split of our authorized, and issued and outstanding shares of common stock (the Stock Consolidation Each reference to shares of common stock or the price per share of common stock in these financial statements is post-Stock Consolidation, and reflects the 1-for-20 adjustment as a result of the Stock Consolidation. Capital Stock The accompanying Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. As a developing-technology company having not yet developed commercial products or achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $84.5 million accumulated from inception through March 31, 2015. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further potential development of AV-101 and launch and execute our drug rescue programs and pursue potential drug development and regenerative medicine opportunities. Since our inception in May 1998 through March 31, 2015, we have financed our 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 cash proceeds of approximately $29.0 million, as well as from an aggregate of approximately $16.4 million of government research grant awards, strategic collaboration payments and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $13.5 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. Between late-March 2014 and March 31, 2015, we entered into securities purchase agreements with accredited investors and institutions, including Platinum, pursuant to which we sold units to such accredited investors, in private placement transactions ( 2014 Units 2014 Unit Private Placement 2014 Unit Stock) 2014 Unit Warrants). As described more completely in Note 16, Subsequent Events Platinum Agreement · Converted the approximately $4.5 million outstanding balance (principal and accrued but unpaid interest) of the Senior Notes we issued to Platinum into 641,335 shares of our newly-created Series B 10% Convertible Preferred Stock ( Series B Preferred · Released all of its security interests in our assets and those of our subsidiaries by terminating the Amended and Restated Security Agreement, IP Security Agreement and Negative Covenant, which we had entered into with Platinum in October 2012; and · Converted the approximately $1.3 million outstanding balance (principal and accrued but unpaid interest) of the convertible promissory notes we issued to Platinum in the 2014 Unit Private Placement ( 2014 Unit Notes Series B Warrants · Purchased approximately $1.5 million (principal and accrued but unpaid interest) of outstanding 2014 Unit Notes we issued to various other investors from the respective holders thereof ( Investor 2014 Unit Notes · Entered into a Securities Purchase Agreement ( SPA Series B Preferred Unit As further described in Note 16, Subsequent Events Series B Preferred Units Additionally, as further described in Note 16, Subsequent Events, Since March 31, 2015, we have eliminated approximately $14.9 million of promissory notes, other debt and certain adjustments thereto that was either already due and payable or would have otherwise matured prior to March 31, 2016, through conversion into our Series B Preferred stock and, with respect to a portion of the indebtedness converted, warrants to purchase common stock. Together with the cash proceeds from our Series B Preferred Unit Offering, our working capital position has improved significantly since March 31, 2015. We will, however, need to raise additional capital to fund our operations and execute our business plan over the next year and thereafter. We believe that our participation in potential strategic collaborations, including potential transactions involving AV-101 such as our February 2015 Cooperative Research and Development Agreement with the U.S. National Institutes of Health (NIH) for an NIH-funded and sponsored Phase 2 study of AV-101 in major depressive disorder, may provide resources to support a portion of our future cash needs and working capital requirements. When and as necessary, we will seek to raise a material amount of financing through a combination of additional private placements and/or registered public offerings of our securities, which may include both debt and equity securities, stem cell technology-based research and development collaborations, stem cell technology and drug candidate license fees, and government grant awards and collaborations. Our future working capital requirements will depend on many factors, including, without limitation, the scope and nature of strategic opportunities related to our success in clinical trials of and further developing AV-101 as a treatment for major depressive disorder and/or other conditions; our stem cell technology platform, including drug rescue and cell therapy research and development efforts and the success of such programs, our ability to obtain government grant awards and our ability to enter into strategic collaborations with institutions on terms acceptable to us. To further advance the clinical development of AV-101 and potential drug rescue applications of our stem cell technology platform, as well as support our operating activities, we plan to continue to carefully manage our routine operating costs, including salaries and benefits, regulatory and public company consulting, contract research and development, legal, accounting and other professional services and working capital costs. Notwithstanding the foregoing, substantial additional financing may not be available to us on a timely basis, on acceptable terms, or at all. If we are unable to obtain substantial additional financing on a timely basis in the near term, our business, financial condition, and results of operations may be harmed, the price of our stock may decline, we may be required to reduce, defer, or discontinue certain of our research and development activities and we may not be able to continue as a going concern. These Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Summary of Significant Accounting Policies | 3. 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 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 We evaluate our 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, we record 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, we depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. We have not recorded any impairment charges to date. Revenue Recognition Although we do not currently have any such arrangements, we have 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. We recognize 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, we comply 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 we have continuing performance obligations and have no objective and reliable evidence of the fair value of those obligations. We recognize non-refundable upfront technology access fees under agreements in which we have a continuing performance obligation ratably, on a straight-line basis, over the period during which we are 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 our 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 our 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 are composed of both internal and external costs. Internal costs include salaries and employment-related expenses of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and non-clinical development of AV-101, our prodrug candidate entering late-stage clinical development for Major Depressive Disorder, sponsored stem cell research and development costs, and costs related to the application and prosecution of patents related to our stem cell technology platform and AV-101. All such costs are charged to expense as incurred. Stock-Based Compensation We recognize compensation cost for all stock-based awards to employees based on the grant date fair value of the award. We record non-cash, stock-based compensation expense over the period during which the employee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have granted no restricted stock awards nor do we have any awards with market or performance conditions. For equity awards to non-employees, we re-measure the fair value of the awards as they vest and the resulting value is recognized as an expense during the period over which the services are performed. Income Taxes We account 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 us to concentrations of credit risk, consist principally of cash and cash equivalents. Our investment policies limit any such investments to short-term, low-risk investments. We deposit cash and cash equivalents with quality financial institutions and are insured to the maximum of federal limitations. Balances in these accounts may exceed federally insured limits at times. Warrant Liability We have issued to Platinum Long Term Growth VII, LLC, our largest investor ( Platinum Platinum Warrants Fair Value Measurements, Convertible Promissory Notes and Other Notes Payable , Capital Stock Subsequent Events Comprehensive Loss We have no components of other comprehensive loss other than net loss, and accordingly our comprehensive loss is equivalent to our 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, we adjust the numerator for the change in the fair value of the warrant liability attributable to the outstanding Platinum Warrants, only if dilutive, and increase 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 our net loss for both periods presented, potentially dilutive securities were excluded from the computation of diluted loss per share, as their effect would be antidilutive. Basic and diluted net loss attributable to common stockholders per share was computed as follows: Fiscal Years Ended March 31, 2015 2014 Numerator: Net loss attributable to common stockholders for basic earnings per share $ (13,885,800 ) $ (2,967,700 ) less: change in fair value of warrant liability attributable to Exchange, Investment and Bridge Warrants issued to Platinum (105,200 ) (1,219,500 ) Net loss for diluted earnings per share attributable to common stockholders $ (13,991,000 ) $ (4,187,200 ) Denominator: Weighted average basic common shares outstanding 1,318,797 1,098,742 Assumed conversion of dilutive securities: Warrants to purchase common stock - 474 Potentially dilutive common shares assumed converted - 474 Denominator for diluted earnings per share - adjusted weighted average shares 1,318,797 1,099,216 Basic net loss attributable to common stockholders per common share $ (10.53 ) $ (2.70 ) Diluted net loss attributable to common stockholders per common share $ (10.61 ) $ (3.81 ) Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2015 and 2014 are as follows: Fiscal Years Ended March 31, 2015 2014 Series A preferred stock issued and outstanding (1) 750,000 750,000 Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement 375,000 375,000 Outstanding options under the 2008 and 1999 Stock Incentive Plans 207,638 212,486 Outstanding warrants to purchase common stock 1,544,474 854,782 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2015 and 2014, respectively (2) 414,615 374,798 10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2015 and 2014, respectively 29,620 26,776 10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014 accrued interest through March 31, 2015 and 2014, respectively (3) 433,758 109,341 Total 3,755,105 2,703,183 ____________ (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 (3) Excludes effect of conversion premium upon conversion into securities which may be issued in a Qualified Financing, as defined in the notes Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ( FASB ASU Revenue from Contracts with Customers (Topic 606). , 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 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Contingencies Basis of Presentation and Going Concern |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Measurements | 4. Fair Value Measurements We follow 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 • Level 2 • Level 3 i.e., 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. We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. In conjunction with the Senior Secured Convertible Promissory Notes issued to Platinum between October 2012 and July 2013 and the related Platinum Warrants (see Note 8, Convertible Promissory Notes and Other Notes Payable Capital Stock 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 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Value (Level 1) (Level 2) (Level 3) March 31, 2015: Warrant liability $ 3,008,500 $ - $ - $ 3,008,500 March 31, 2014: Warrant liability $ 2,973,900 $ - $ - $ 2,973,900 During the fiscal years ended March 31, 2015 and 2014, 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: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Warrant Liability 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 Mark to market loss included in net loss 34,600 Balance at March 31, 2015 $ 3,008,500 As described in Note 16, Subsequent Events No assets or other liabilities were measured on a recurring basis at fair value at March 31, 2015 or 2014. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: March 31, 2015 2014 Insurance $ 27,300 $ 21,800 Legal fees 3,400 3,400 Interest receivable on note receivable from sale of common stock - 2,800 Technology license fees and all other 5,000 12,500 $ 35,700 $ 40,500 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consists of the following: March 31, 2015 2014 Laboratory equipment $ 653,600 $ 653,600 Tenant improvements 26,900 26,900 Computers and network equipment 32,200 32,200 Office furniture and equipment 69,500 69,500 782,200 782,200 Accumulated depreciation and amortization (665,100 ) (605,900 ) Property and equipment, net $ 117,100 $ 176,300 In connection with the issuance of Senior Secured Convertible Promissory Notes to Platinum beginning in October 2012, we 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 all of our assets, including our tangible and intangible personal property, licenses, patent licenses, trademarks and trademark licenses (see Note 8, Convertible Promissory Notes and Other Notes Payable Subsequent Events |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of: March 31, 2015 2014 Accrued professional services $ 213,800 $ 135,700 Accrued compensation 990,700 489,900 All other 2,000 - $ 1,206,500 $ 625,600 |
Convertible Promissory Notes an
Convertible Promissory Notes and Other Notes Payable | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Convertible Promissory Notes and Other Notes Payable | 8. Convertible Promissory Notes and Other Notes Payable The following table summarizes the components of the Company’s convertible promissory notes and other notes payable: March 31, 2015 March 31, 2014 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 $ 360,200 $ 1,632,800 $ 1,272,600 $ 203,400 $ 1,476,000 Investment Note issued on October 11, 2012 500,000 141,500 641,500 500,000 79,900 579,900 Investment Note issued on October 19, 2012 500,000 140,100 640,100 500,000 78,600 578,600 Investment Note issued on February 22, 2013 250,000 59,100 309,100 250,000 29,400 279,400 Investment Note issued on March 12, 2013 750,000 172,600 922,600 750,000 84,100 834,100 3,272,600 873,500 4,146,100 3,272,600 475,400 3,748,000 Convertible promissory note issued on July 26, 2013 250,000 46,200 296,200 250,000 17,700 267,700 Total Senior notes 3,522,600 919,700 4,442,300 3,522,600 493,100 4,015,700 Aggregate note discount - - - (2,085,900 ) - (2,085,900 ) Net Senior notes 3,522,600 919,700 4,442,300 1,436,700 493,100 1,929,800 less: current portion (3,272,600 ) (873,500 ) (4,146,100 ) - - - Senior notes - non-current portion and discount $ 250,000 $ 46,200 $ 296,200 $ 1,436,700 $ 493,100 $ 1,929,800 10% Convertible Promissory Notes (Unit Notes) 2013 Unit Notes, due 7/31/14 $ - $ - $ - $ 1,007,500 $ 35,700 $ 1,043,200 2014 Unit Notes, including amended notes, due 3/31/15 4,066,900 270,700 4,337,600 50,000 200 50,200 4,066,900 270,700 4,337,600 1,057,500 35,900 1,093,400 Note discounts (180,000 ) - (180,000 ) (697,400 ) - (697,400 ) Net convertible notes (all current) $ 3,886,900 $ 270,700 $ 4,157,600 $ 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 $ 13,100 $ 103,500 $ 90,400 $ 6,800 $ 97,200 Desjardins 156,300 24,100 180,400 178,600 14,100 192,700 McCarthy Tetrault 319,700 46,000 365,700 360,900 24,800 385,700 August 2012 Morrison & Foerster Note A 918,200 193,200 1,111,400 918,200 87,900 1,006,100 August 2012 Morrison & Foerster Note B (1) 1,379,400 333,100 1,712,500 1,379,400 195,200 1,574,600 University Health Network (1) 549,500 101,800 651,300 549,500 60,600 610,100 3,413,500 711,300 4,124,800 3,477,000 389,400 3,866,400 Note discount (474,500 ) - (474,500 ) (848,100 ) - (848,100 ) 2,939,000 711,300 3,650,300 2,628,900 389,400 3,018,300 less: current portion (3,413,500 ) (711,300 ) (4,124,800 ) (1,130,100 ) (133,600 ) (1,263,700 ) non-current portion and discount $ (474,500 ) $ - $ (474,500 ) $ 1,498,800 $ 255,800 $ 1,754,600 5.75% and 10.25% Notes payable to insurance premium financing company (current) $ 5,800 $ - $ 5,800 $ 4,900 $ - $ 4,900 10% Notes payable to vendors for accounts payable converted to notes payable $ 378,300 $ 51,500 $ 429,800 $ 119,400 $ 34,700 $ 154,100 less: current portion (378,300 ) (51,500 ) (429,800 ) (119,400 ) (34,700 ) (154,100 ) non-current portion $ - $ - $ - $ - $ - $ - 7.0% Note payable (August 2012) $ 58,800 $ 7,900 $ 66,700 $ 58,800 $ 3,800 $ 62,600 less: current portion (23,200 ) (7,900 ) (31,100 ) (15,800 ) (3,800 ) (19,600 ) 7.0% Notes payable - non-current portion $ 35,600 $ - $ 35,600 $ 43,000 $ - $ 43,000 Total notes payable to unrelated parties $ 3,856,400 $ 770,700 $ 4,627,100 $ 3,660,100 $ 427,900 $ 4,088,000 less: current portion (3,820,800 ) (770,700 ) (4,591,500 ) (1,270,200 ) (172,100 ) (1,442,300 ) non-current portion 35,600 - 35,600 2,389,900 255,800 2,645,700 less: discount (current at March 31, 2015) - - - (848,100 ) - (848,100 ) Net non-current portion $ 35,600 $ - $ 35,600 $ 1,541,800 $ 255,800 $ 1,797,600 Notes payable to related parties: October 2012 7.5% Note to Cato Holding Co. $ 293,600 $ 55,900 $ 349,500 $ 293,600 $ 30,800 $ 324,400 October 2012 7.5% Note to Cato Research Ltd. (1) 1,009,000 204,800 1,213,800 1,009,000 117,300 1,126,300 1,302,600 260,700 1,563,300 1,302,600 148,100 1,450,700 Note discount (54,500 ) - (54,500 ) (103,200 ) - (103,200 ) Total notes payable to related parties 1,248,100 260,700 1,508,800 1,199,400 148,100 1,347,500 less: current portion (1,248,100 ) (260,700 ) (1,508,800 ) (259,600 ) (30,800 ) (290,400 ) non-current portion and discount $ - $ - $ - $ 939,800 $ 117,300 $ 1,057,100 ____________ (1) Note and interest payable solely in restricted shares of the Company's common stock. Significant changes in our convertible promissory notes and other promissory notes during the fiscal years ended March 31, 2015 and 2014 are described below: 10% Convertible Notes Issued in Connection with 2014 Unit Private Placement As described more completely in the section entitled 2014 Unit Private Placement Capital Stock, 2014Unit Notes Subsequent Events Maturity Outstanding Balance Qualified Financing Subsequent Events We allocated the proceeds from the sale of the units 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 Notes and their other terms, we determined that the fair value of the 2014 Unit Notes at the date of issuance was equal to their face value. Accordingly, we recorded an initial discount attributable to each 2014 Unit Note for an amount representing the difference between the face value of the 2014 Unit Note and its allocated relative value. Additionally, the 2014 Unit Notes contain an embedded conversion feature, most of which had an intrinsic value at the issuance date, which value we treated as an additional discount attributable to such 2014 Unit Notes, subject to limitations on the absolute amount of discount attributable to each 2014 Unit Note. We recorded a corresponding credit to additional paid-in capital, an equity account, attributable to the beneficial conversion feature. We amortize the aggregate discount attributable to the 2014 Unit Notes using the effective interest method over the respective term of each 2014 Unit Note. Because the discount on a 2014 Unit Note may be as great as 99% of its initial face value, and because we must amortize such discount over the period from issuance to maturity, which has generally been less than one year, or in the case of such notes issued after December 31, 2014, less than one calendar quarter, the calculated effective interest rate may be very high. Based on the amounts of their respective discounts and the term between issuance and maturity, the effective interest rates attributable to the 2014 Unit Notes range from approximately 38% to over 10,000%, with the weighted average effective interest rate in excess of 3,000%. During November 2014, we repaid the $10,000 face amount of a 2014 Unit Note issued in October 2014. Senior Secured Convertible Promissory Notes issued to Platinum In July and August 2012, we issued to Platinum senior secured convertible promissory notes in the aggregate principal amount of $1,250,000. Each note accrued interest at the rate of 10% per annum and was due and payable on July 2, 2015. The notes were each mandatorily convertible into securities that we might have issued in an equity, equity-based, or debt financing, or series of financings, subsequent to the issuance of the notes resulting in gross proceeds to us of at least $3,000,000, excluding any additional investment by Platinum. On October 11, 2012, we entered into a Note Exchange and Purchase Agreement ( NEPA Agreement the senior secured notes issued in July 2012 and August 2012 and 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 Investment Notes The Exchange Note and each Investment Note (together, SeniorNotes Subsequent Events As additional consideration for the purchase of the Investment Notes, we issued to Platinum warrants to purchase an aggregate of 100,000 shares of our common stock, issuable in separate tranches together with each Investment Note. We issued four warrants to Platinum between October 2012 and March 2013 (each an Investment Warrant Exchange Warrant On July 26, 2013, we issued an additional senior secured convertible promissory note in the principal amount of $250,000 to Platinum ( July 2013 Note July 2013 Warrant The conversion option embedded in the July 2013 Note resulted in a beneficial conversion feature having intrinsic value of $100,700 at issuance. We recorded the issuance-date intrinsic value of the beneficial conversion feature as an additional component of the discount attributable to the July 2013 Note. The aggregate discount attributable to the July 2013 Note was $247,500, resulting in an issuance date carrying value of $2,500. As with the Investment Notes, we amortize the aggregate discount attributable to each note using the effective interest method over the respective term of each note. Considering the amount of the discount and the term of the note, the effective interest rate of the July 2013 Note was determined to be 159%. Subject to limited exceptions, 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 we issue other securities during the five-year term of the warrants at a price less than $10.00 per share, as amended for the Exchange Warrant and the Investment Warrants. 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 Fair Value Measurements Note Conversion and Warrant Amendment Agreement with Platinum On July 18, 2014, we entered into an Amended and Restated Note Conversion Agreement and Warrant Amendment with Platinum ( Amendment Senior Notes Outstanding Balance Closing Date Private Financing Public Offering Platinum Qualified Financing Series B Preferred Additionally, pursuant to the terms and conditions of the Amendment, in the event we had consummated a Platinum Qualified Financing on or before the Closing Date, the exercise price of the Platinum Warrants we have issued to Platinum in connection with the Senior Notes, and warrants that we may still issue pursuant to the Note Exchange and Purchase Agreement between us and Platinum, dated October 11, 2012 ( NEPA Through March 31, 2015, we did not request Platinum to extend the Closing Date of the Amendment or enter into any other agreement with Platinum regarding the conversion of the Senior Notes, fixing the exercise price of the Platinum Warrants or terminating the anti-dilution provisions of the Platinum Warrants. Refer to Note 16, Subsequent Events At the execution of the Amendment, we determined that the Amendment resulted in a modification of the Senior Notes that should be accounted for as an extinguishment of debt. Considering, among other factors, the cash flows and conversion features of the Senior Notes as modified by the Amendment, market interest rates for debt of similar quality and the relative probabilities of conversion of the Senior Notes into either shares of our common stock or Series B Preferred upon consummation of a Qualified Financing, we determined that the fair values of the Senior Notes at July 18, 2014, aggregating $6,475,000, represented a substantial premium over their aggregate $4,138,700 face values plus accrued interest. In accordance with the provisions of ASC 470-20, Debt with Conversion and Other Options, At the date of its issuance, we We re-measure the fair value of the Exchange Warrant, the Investment Warrants and the July 2013 Warrant (collectively, the Platinum Warrants 10% Convertible Notes Issued in Connection with 2013 Unit Private Placement As described more completely in the section entitled 2013 Unit Private Placement in Note 9, Capital Stock, 2013Unit Notes We allocated the proceeds from the sale of the units to the 2013 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 Unit Notes and their other terms, we determined that the fair value of the 2013 Unit Notes at the date of issuance was equal to their face value. Accordingly, we recorded an initial discount attributable to each 2013 Unit Note for an amount representing the difference between the face value of the 2013 Unit Note and its relative value. Additionally, the 2013 Unit Notes contain an embedded conversion feature, certain of which had an intrinsic value at the issuance date, which value we treated as an additional discount attributable to such 2013 Unit Notes, subject to limitations on the absolute amount of discount attributable to each 2013 Unit Note. We recorded a corresponding credit to additional paid-in capital, an equity account in the Consolidated Balance Sheet, attributable to the beneficial conversion feature. We amortized the aggregate discount attributable to each of the 2013 Unit Notes using the effective interest method over the respective term of each 2013 Unit Note. Based on their respective discounts, the weighted average effective interest rate attributable to the 2013 Unit Notes at issuance was 464.1%. Amendment of 2013 Unit Notes and Warrants Effective May 31, 2014, we entered into note and warrant amendment agreements with substantially all holders of our 2013 Unit Notes and 2013 Unit Warrants, each of whom agreed to (i) modify certain terms of their 2013 Unit Note to conform to the corresponding terms of the 2014 Unit Notes, including an extension of the maturity date of their 2013 Unit Note from July 30, 2014 to March 31, 2015, as well as adoption of the automatic conversion and 25% conversion premium features related to consummation of a Qualified Financing, as described previously ( Amended 2013 Unit Notes Amended 2013 Unit Warrants We determined that the modification of the 2013 Unit Notes and the 2013 Unit Warrants should be accounted for as an extinguishment of debt. Considering the cash flows and the non-contingent and contingent beneficial conversion features of the Amended 2013 Notes and other factors, including market interest rates for unsecured debt of similar quality and the probability of their conversion to securities in a Qualified Financing, we determined that the fair values of the Amended 2013 Unit Notes, aggregating $1,394,000, represented a substantial premium over their aggregate $943,400 face values. In accordance with the provisions of ASC 470-20, Debt with Conversion and Other Options, Capital Stock Issuance of Securities in Satisfaction of Technology License and Maintenance Fees and Patent Expenses In April 2014, we entered into an agreement with Icahn School of Medicine at Mount Sinai ( Icahn School Agreement Notes Payable to Morrison & Foerster On May 5, 2011, we amended a previously outstanding note (the Original Note Morrison & Foerster Amended Note interest accrued at the rate of 7.5% per annum, and we were required to make certain payments to Morrison & Foerster. On August 31, 2012, we restructured the Amended Note (the Restructuring Agreement Replacement Note A Replacement Note B Replacement Notes Amended M&F Warrant) New M&F Warrant). , 2015, we have made no payments principal and interest on Replacement Note B will be made solely in restricted shares of our common stock pursuant to Morrison & Foerster’s cancellation from time to time of all or a portion of the principal and interest balance due on Replacement Note B in connection with its concurrent exercise of the New M&F Warrant, at an exercise price of $20.00 per share; 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. As indicated in Note 16, Subsequent Events The New M&F Warrant is exercisable for the number of restricted shares of our common stock equal to the principal and accrued interest due under the terms of Replacement Note B divided by the warrant exercise price of $20.00 per share. At the August 31, 2012 date of grant, the New M&F Warrant was exercisable to purchase 68,969 restricted shares of our common stock. The New M&F Warrant effectively permits exercise only by the cancellation in whole or in part of our indebtedness under either of the Replacement Notes. Through March 31, 2015, we have adjusted the New M&F Warrant to increase the number of restricted shares available for purchase by 16,658 shares, based on interest accrued on Replacement Note B through that date. We have recorded the fair value of the additional warrant shares as a charge to interest expense and a corresponding credit to additional paid-in capital. Note Payable to Cato Research Ltd. On October 10, 2012, we issued to Cato Research Ltd ( CRL CRL Note CRO Services CRL Warrant As disclosed in Note 16, Subsequent Events Note Payable to Cato Holding Company On October 10, 2012, we exchanged a previously outstanding note issued to Cato Holding Company ( CHC 2012 CHC Note CHC Warrant , 2015, we have made no payments As disclosed in Note 16, Subsequent Events Note Payable to University Health Network On October 10, 2012, we issued to the University Health Network ( UHN UHN Note UHN Warrant As disclosed in Note 16, Subsequent Events Notes Payable for Cancellation of Amounts Payable for Services and Royalties On February 25, 2011, we issued to Burr, Pilger, and Mayer, LLC ( BPM On April 29, 2011, we issued to Desjardins Securities, Inc. ( Desjardins On May 5, 2011, we issued to McCarthy Tetrault LLP ( McCarthy As disclosed in Note 16, Subsequent Events On August 30, 2012, we issued a promissory note in the principal amount of $60,000 and 750 restricted shares of our common stock valued at a market price of $18.80 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, we 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 our assets or upon our completion of a financing transaction, or series of transactions, resulting in gross proceeds to us of at least $4.0 million in any three-month period, excluding proceeds from stock option or warrant exercises. We made no payments on this note during the fiscal year ended March 31, 2015. On October 12, 2009, VistaGen California issued a promissory note payable to the Regents of the University of California (“ UC UC Note 1 . UC Note 2 On March 1, 2010, VistaGen California 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 On August 13, 2010, VistaGen California issued a 10% promissory note with a principal balance of $41,000 to MicroConstants, Inc. in exchange for the cancellation of certain amounts payable for services rendered. Under the terms of this note, VistaGen California 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 our stock or assets. We made no payments on this note during the fiscal year ended March 31, 2015. |
Capital Stock
Capital Stock | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Capital Stock | 9. Capital Stock Reverse Split (Stock Consolidation) of our Common Stock As indicated in Note 2, Basis of Presentation and Going Concern FINRA . Each reference to shares of common stock or the price per share of common stock in these financial statements is post-Stock Consolidation, and reflects the 1-for-20 adjustment as a result of the Stock Consolidation. Series A Preferred Stock In December 2011, our Board of Directors authorized the creation of a series of up to 500,000 shares of Series A Preferred, par value $0.001 ( Series A Preferred 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 our 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 our debts and other liabilities, 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 of our 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 our common stock, plus (y) all of the shares of our 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, 2015 and 2014, there were 500,000 restricted shares of Series A Preferred outstanding, all issued to Platinum or its affiliates. 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, we entered into a Common Stock Exchange Agreement (the Exchange Agreement Exchange · December 2011 Note and Warrant Exchange Agreement with Platinum On December 29, 2011, we entered into a Note and Warrant Exchange Agreement with Platinum 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 79,993 restricted shares of our 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 one-half of one share of our common stock. We 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 79,993 outstanding warrants held by Platinum, and a contractual conversion basis of $35.00 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, we entered into an Exchange Agreement (the 2012 Platinum Exchange Agreement Modification of Series A Preferred Exchange Right Pursuant to the October 2012 Agreement described more completely in Note 8, Convertible Promissory Notes and Other Notes Payable Series A Exchange Warrant Platinum Warrants Amendment and Waiver Similarly to the Platinum Warrants, we remeasure the fair value of the Series A Exchange Warrant at each quarterly reporting period and reflect the change in its fair value as a component of the Change in Warrant Liability in the Consolidated Statement of Operations. The fair value of the Series A Exchange Warrant was determined to be $2,198,400 and $2,058,600 as of March 31, 2015 and 2014, respectively, and the $139,800 increase in fair value since March 31, 2014 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, 2015. As described in Note 16, Subsequent Events Creation of Series B Preferred Stock On July 17, 2014, our Board of Directors authorized the creation of a class of Series B Preferred Stock ( Series B Preferred Outstanding Balance Subsequent Events 2014 Unit Private Placement Between late-March 2014 and March 31, 2015, we entered into securities purchase agreements with accredited investors, including Platinum, pursuant to which we sold units to such accredited investors in private placement transactions ( 2014 Units 2014 Unit Stock) 2014 Unit Warrants Subsequent Events We allocated the proceeds from the sale of the 2014 Units to the various securities based on their relative fair values on the dates of the sales. As described in Note 8, Convertible PromissoryNotes and Other Notes Payable Unit Warrants Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: Warrant Risk free 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 282,850 $9.28 $10.00 2.17 0.62% 72.36% 0.0% $3.63 $1,027,000 $3,133,500 $1,122,400 $454,200 $1,556,900 2013 Unit Private Placement Between August 2013 and March 2014, we entered into securities purchase agreements with accredited investors pursuant to which we sold units to such accredited investors in private placement transactions ( 2013 Units 2013 Unit Notes) 2013 Unit Stock 2013 Unit Warrants We allocated the proceeds from the sale of the 2013 Units to the various securities in each 2013 Unit based on their relative fair value on the dates of the sales. As described in Note 8, Convertible PromissoryNotes and Other Notes Payable 2013 Unit Warrants Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: Warrant Risk free 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 100,750 $9.01 $20.00 2.68 0.58% 76.29% 0.0% $2.53 $254,700 $1,007,500 $415,000 $111,400 $481,100 Amendment of 2013 Unit Notes and 2013 Unit Warrants As indicated in Note 8 , Convertible Promissory Notes and Other Notes Payable We calculated the fair value of the modified 2013 Unit Warrants immediately before and after the modifications and determined that the fair value of the warrants increased by an aggregate of $272,900, which we treated as a component of loss on extinguishment of debt in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss with a corresponding credit to additional paid-in capital, an equity account. 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 $ 12.60 $ 12.60 Exercise price per share $ 20.00 $ 10.00 Risk-free interest rate 0.44% 0.62% Remaining contractual term in years 2.17 2.59 Volatility 75.6% 76.6% Dividend rate 0.0% 0.0% Fair Value per share $ 3.73 $ 6.65 Issuance of Securities in Satisfaction of Technology License and Maintenance Fees and Patent Expenses In April 2014, we entered into an agreement with Icahn School of Medicine at Mount Sinai ( Icahn School Icahn School Agreement Issuance of Common Stock to Consultants In May 2014, we entered into a consulting agreement for strategic advisory and business development services pursuant to which we issued 10,000 restricted shares of our common stock as partial compensation for such professional services. We determined the fair value of stock to be $134,000, based on the $13.40 per share quoted market price of our common stock on the date of the agreement. Additionally, under the terms of the agreement, we paid an aggregate of $80,000 between May 2014 and December 31, 2014 as additional compensation for professional services rendered by the consultant. Effective January 12, 2015, we entered into a new consulting agreement with this consultant for similar services through December 31, 2015 pursuant to which we have issued 20,000 restricted shares of our common stock valued at $160,000, based on the $8.00 per share quoted market price of our common stock on the date of the agreement, and made cash payments of $20,000 as compensation for such professional services. In March 2015, we entered into a consulting agreement with another consultant for additional advisory and business development services pursuant to which we issued 25,000 restricted shares of our common stock as compensation for such professional services. We determined the fair value of stock to be $175,000, based on the $7.50 per share quoted market price of our common stock on the date of the agreement. In March 2015, we issued 16,667 shares of our common stock valued at $166,700 to our legal counsel in settlement of direct legal fees related to services provided with respect to our prospective public offering of our equity securities in the fall of 2014 and the Autilion Financing. We recognized a loss of $16,700 with respect to this settlement, which is included in Loss on Extinguishment of Debt in the accompanying Statement of Operations and Comprehensive Loss for the year ended March 31, 2015. Warrants to Purchase Common Stock Warrant Grants and Exercises In January 2015, when the market price of our common stock was $8.00 per share, our Board of Directors ( Board We valued the new warrant grants at $1,756,900 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $8.00; exercise price per share: $10.00; risk-free interest rate: 1.45% for five-year warrants and 0.24% for one-year warrants; contractual term: 5 years or 1 year; volatility: 75.86% for five-year warrants and 69.74% for one-year warrants; expected dividend rate: 0%.. We calculated the fair value of the modified warrants immediately before and after the modifications and determined that the fair value of the warrants increased by $98,400, 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, 2015. 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 $ 8.00 $ 8.00 Exercise price per share (weighted average) $ 23.13 $ 13.00 Risk-free interest rate (weighted average) 0.04% 0.31% Contractual term in years (weighted average) 0.24 1.24 Volatility (weighted average) 69.7% 69.8% Dividend rate 0.0% 0.0% Weighted Average Fair Value per share $ 0.22 $ 1.31 On March 19, 2014, we granted five-year warrants to purchase an aggregate of 20,750 restricted shares of our unregistered common stock at an exercise price of $10.00 per share to the independent members of our Board and certain of our officers. The warrants became exercisable for 50% of the shares on April 1, 2014, and become exercisable for an additional 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 between us and a third party of a license or sale transaction involving at least one new drug rescue variant. We valued the warrants at $120,800 using the Black Scholes Option Pricing Model and the following assumptions: market price per share: $9.20; exercise price per share: $10.00; risk-free interest rate: 1.75%; contractual term: 5 years; volatility: 80.57%; expected dividend rate: 0%. We recognized stock compensation expense of $54,100 related to the grants in the fourth quarter of the fiscal year ended March 31, 2014 and $27,000 during the fiscal year ended March 31, 2015.. In October 2013, we issued new warrants to purchase an aggregate of 11,875 shares of our restricted common stock to certain former warrant holders whose warrants to purchase an equivalent number of shares of our restricted common stock at an exercise price of $30.00 per share had recently expired. We calculated the fair value of the new warrants as $0.63 per share, using the Black-Scholes Option Pricing Model and the following assumptions. market price per share: $10.00; exercise price per share: $30.00; risk-free interest rate: 0.20%; contractual term: 1.32 years; volatility: 73.5%; and expected dividend rate: 0%. We 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. In June 2013 and October 2013, our Chief Executive Officer partially exercised an outstanding warrant to purchase 2,500 and 500 restricted shares of the Company’s common stock, respectively, at an exercise price of $12.80 per share, and we received cash proceeds of $32,000 and $6,400, respectively, from the exercises. Modification of Warrants Held by Platinum As indicated earlier in this note, effective on May 24, 2013, we entered into an Amendment and Waiver Agreement ( Amendment and Waiver Warrants Other Warrant Modifications and Exercises As described in Note 4, Fair Value Measurements Convertible Promissory Notes and Other Notes Payable March 31, 2015 2014 Market price of common stock $ 10.00 $ 9.20 Exercise price per share $ 10.00 $ 9.80 to $10.00 Risk-free interest rate 0.74% to 1.37% 1.73% Volatility 73.3% to 75.9% 75% Term (years) 2.5 to 5.0 3.5 to 5.0 Dividend rate 0% 0% Probability of Series A Preferred exchange 95% 95% Fair value per share $ 4.45 to $6.17 $ 5.20 to $5.80 Other Warrant Modifications and Exercises During the months of June and July 2013, we offered certain long-term warrant holders the opportunity to exercise warrants having an exercise price of $30.00 per share to purchase shares of our restricted common stock at a reduced exercise price of $10.00 per share through July 30, 2013. Warrant holders exercised warrants to purchase an aggregate of 26,419 restricted shares of our common stock and we received cash proceeds of $264,200. In addition, certain warrant holders exercised modified warrants to purchase 832 restricted shares of our common stock in lieu of our payment in satisfaction of amounts due for professional services in the aggregate amount of $8,300. We 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, we modified certain outstanding warrants held by our long-term investors and consultants to purchase an aggregate of 64,639 restricted shares of our common stock to reduce the exercise price of the warrants to $10.00 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. We 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 $ 10.00 $ 10.00 Exercise price per share (weighted average) $ 31.97 $ 24.68 Risk-free interest rate (weighted average) 0.33% 0.44% Contractual term in years (weighted average) 1.40 2.10 Volatility (weighted average) 74.4% 75.8% Dividend rate 0.0% 0.0% Weighted Average Fair Value per share $ 1.08 $ 2.29 In December 2013, we modified additional outstanding warrants held by certain of our long-term investors, consultants, and members of management and our Board of Directors to purchase an aggregate of 63,013 restricted shares of our common stock to reduce the exercise price of the warrants to $10.00 per share and, in limited cases, extend the exercise term of the warrants. We 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 $ 8.00 $ 8.00 Exercise price per share (weighted average) $ 33.49 $ 10.00 Risk-free interest rate (weighted average) 0.51% 0.57% Contractual term in years (weighted average) 2.06 2.34 Volatility (weighted average) 73.6% 74.4% Dividend rate 0.0% 0.0% Weighted Average Fair Value per share $ 0.91 $ 2.85 In making its fair value determinations for both warrant modifications and new grants using the Black Scholes Option Pricing Model, we utilize the following principles in selecting its input assumptions. The market price per share is based on the quoted market price of our common stock on the OTC Markets on the date of the modification or grant. Because of our relatively short history as a public company, we estimate 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 most closely corresponding with the contractual term or remaining term of the warrant. The dividend rate is zero as we have not paid and do not expect to pay dividends in the near future. Warrants Outstanding The following table summarizes outstanding warrants to purchase restricted shares of our common stock as of March 31, 2015. The weighted average exercise price of outstanding warrants at March 31, 2015 was $13.00 per share. Exercise Price per Share Expiration Date Shares Subject to Purchase at March 31, 2015 $ 10.00 1/31/2016 to 1/1/2020 1,064,683 $ 12.80 3/3/2023 147,000 $ 15.00 1/31/2016 to 6/11/2016 54,477 $ 20.00 7/30/2016 to 9/30/2017 186,388 $ 30.00 2/13/2016 to 3/4/2018 69,426 $ 40.00 9/15/2017 21,250 $ 60.00 2/13/2016 1,250 1,544,474 Note Receivable from Sale of Common Stock 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. On October 2, 2014 we received a cash payment of $60,000 from the maker of the note. We have considered that payment to be in full satisfaction of the outstanding principal balance of the note and related accrued interest, aggregating $194,900, at the date of the payment and recognized a loss of $134,900 on the settlement of the note, which is reflected as a component of Other expenses, net in the accompanying Statement of Operations and Comprehensive Loss. Reserved Shares At March 31, 2015, 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) 750,000 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 375,000 110% of shares issuable upon conversion of 10% senior secured convertible notes issued to Platinum in October 2012, February 2013, March 2013 and July 2013, including interest accrued through maturity (2) 563,871 Pursuant to warrants to purchase common stock: Subject to outstanding warrants 1,544,474 Issuable pursuant to accrued interest through maturity on outstanding promissory notes issued to Morrison & Foerster, Cato Research Ltd., and University Health Network 33,612 1,578,086 Pursuant to stock incentive plans: Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans 207,638 Available for future grants under the 2008 Stock Incentive Plan 40,491 248,129 For additional issuances under the 2014 Private Placement of Units and upon conversion of notes and accrued interest pursuant to the 2013 Private Placement of Units and 2014 Private Placement of Units 807,800 Total 4,322,886 ____________ (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 Expens
Research and Development Expenses | 12 Months Ended |
Mar. 31, 2015 | |
Research and Development [Abstract] | |
Research and Development Expenses | 10. Research and Development Expenses The Company recorded research and development expenses of approximately $4.3 million and $2.5 million in the fiscal years ended March 31, 2015 and 2014, 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, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The provision for income taxes for the periods presented in the Consolidated Statements of Operations and Comprehensive Income 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, 2015 2014 Computed expected tax benefit (34.0 ) % (34.0 ) % Tax effect of Warrant Liability mark to market (0.1 ) % 41.5 % Other losses not benefitted 34.0 % (7.5 ) % Other 0.1 % 0.1 % Income tax expense 0.0 % 0.1 % 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 CompanyÂ’s deferred tax assets are as follows (in thousands): March 31, 2015 2014 Deferred tax assets: Net operating loss carryovers $ 23,054 $ 19,733 Basis differences in fixed assets 24 37 Accruals and reserves 2,694 1,383 Total deferred tax assets 25,772 21,153 Valuation allowance (25,772 ) (21,153 ) 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 $4,619,000 and $2,126,000 during the fiscal years ended March 31, 2015 and 2014, respectively. When realized, deferred tax assets related to employee stock options will be credited to additional paid-in capital. As of March 31, 2015, we had U.S. federal net operating loss carryforwards of $58.7 million, which will expire in fiscal years 2020 through 2035. As of March 31, 2015, we had state net operating loss carryforwards of $53.1 million, which will expire in fiscal years 2016 through 2035. 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. We have not performed a change in ownership analysis since our inception in 1998 and accordingly some or all of our net operating loss carryforwards may not be available to offset future taxable income, if any. 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 2000 through 2015 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, 2015 and 2014. The CompanyÂ’s policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. |
Licensing and Collaborative Agr
Licensing and Collaborative Agreements | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Licensing and Collaborative Agreements | 12. Licensing and Collaborative Agreements University Health Network On September 17, 2007, we entered into a Sponsored Research Collaboration Agreement ( SRCA UHN Concurrent with the execution of the fourth amendment to the SRCA, we also entered into a License Agreement with UHN under the terms of which UHN granted us 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, we have agreed to make payments to UHN totaling $3.9 million, if, and when, we achieves certain commercial milestones set forth in the License Agreement, and to pay UHN royalties based on our receipt of revenue 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 Cato Research Ltd. We have built a strategic development relationship with Cato Research Ltd. (“ CRL |
Stock Option Plans and 401(k) P
Stock Option Plans and 401(k) Plan | 12 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
Stock Option Plans and 401(k) Plan | 13. Stock Option Plans and 401(k) Plan We have the following share-based compensation plans. 2008 Stock Incentive Plan Our 2008 Stock Incentive Plan (the “ 2008 Plan 1999 Stock Incentive Plan Our 1999 Stock Incentive Plan (the “ 1999 Plan Description of the 2008 Plan Under the terms of the 2008 Plan, the Compensation Committee of our 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 our 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 our 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 our classes of stock are granted at an exercise price of not less than 110% of the fair market value of our common stock and the maximum term of such incentive stock options 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. We currently have no performance-based awards outstanding. Unless terminated sooner, the 2008 Plan will automatically terminate in 2017. The Board of Directors may at any time amend, suspend or terminate our 2008 Plan. We did not grant any stock options during fiscal 2015. During the third quarter of fiscal 2014, when the quoted market price of our common stock was $8.00 per share, we reduced the exercise price of an aggregate of 196,213 outstanding options to purchase shares of its common stock at exercise prices between $15.00 per share and $59.80 per share held by certain employees, including the Company’s officers and directors, and by certain consultants to $8.00 per share or $10.00 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 2015 and March 2014 grants of warrants to certain of our officers and to our independent directors as described in Note 9, Capital Stock, Fiscal Years Ended March 31, 2015 2014 Research and development expense: Stock option grants $ 176,200 $ 296,900 Fully-vested warrants granted to officer and consultants in January 2015 527,500 - Warrants granted to officer in March 2014 and 2013 145,100 156,500 848,800 453,400 General and administrative expense: Stock option grants 98,800 385,100 Fully-vested warrants granted to officers, directors and consultants in January 2015 1,229,400 - Warrants granted to officers and directors in March 2014 and 2013 283,100 298,800 1,611,300 683,900 Total stock-based compensation expense $ 2,460,100 $ 1,137,300 We 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, 2015 and 2014: Fiscal Years Ended March 31, 2015 2014 Exercise price not applicable $8.00 to $16.40 Market price on date of grant not applicable $8.00 to $16.40 Risk-free interest rate not applicable 1.08% to 2.53% Expected term (years) not applicable 6.25 to 10.0 Volatility not applicable 87.9% to 103.2% Expected dividend yield not applicable 0% Fair value per share at grant date not applicable $6.38 to $13.63 The expected term of options represents the period that our share-based compensation awards are expected to be outstanding. We have 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 our 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 our common stock. Limited historical experience and lack of liquidity in our stock also resulted in our decision to utilize the historical volatilities of a peer group of public companies’ stock over the expected term of the option in determining our 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 we have not paid any dividends and do not anticipate paying dividends in the near future. We 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, 2015 and 2014 under our stock option plans: Fiscal Years Ended March 31, 2015 2014 Weighted Weighted Average Average Number of Exercise Number of Exercise Shares Price Shares Price Options outstanding at beginning of period 212,486 $ 10.09 245,653 $ 26.43 Options granted - $ - 19,050 $ 10.89 Options exercised - $ - - $ - Options forfeited (2,001 ) $ 9.25 (3,954 ) $ 27.22 Options expired (2,847 ) $ 10.56 (48,263 ) $ 23.94 Options outstanding at end of period 207,638 $ 10.09 212,486 $ 10.09 Options exercisable at end of period 199,013 $ 10.09 182,775 $ 10.06 Weighted average grant-date fair value of options granted during the period $ - $ 8.36 The following table summarizes information on stock options outstanding and exercisable under our stock option plans as of March 31, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Years until Exercise Number Exercise Price Outstanding Expiration Price Exercisable Price $ 8.00 49,590 7.53 $ 8.00 46,466 $ 8.00 $ 10.00 147,939 4.88 $ 10.00 142,751 $ 10.00 $ 14.40 to $36.00 10,109 4.64 $ 21.69 9,796 $ 21.23 207,638 5.51 $ 10.09 199,013 $ 10.09 At March 31, 2015, there were 40,491 shares of our common stock remaining available for grant under the 2008 Plan. There were no option exercises during the years ended March 31, 2015 or 2014. Aggregate intrinsic value is the sum of the amounts by which the fair value of the underlying common stock exceeded the exercise price of the option ( in-the-money-options As of March 31, 2015, there was approximately $71,700 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, 2015 there was approximately $27,000 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 Through a third-party agent, we maintain a retirement and deferred savings plan for our 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 us to make discretionary contributions, subject to established limits and a vesting schedule. To date, we have 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, 2015 | |
Notes to Financial Statements | |
Related Party Transactions | 14. Related Party Transactions Cato Holding Company ( CHC CBV 2012 CHC Note CHC Warrant CRL Note During fiscal year 2007, VistaGen California entered into a contract research organization arrangement with CRL related to the development of AV-101, under which we incurred expenses of $38,100 and $52,500 for the fiscal years ended March 31, 2015 and 2014, respectively. Total interest expense on notes payable to CHC and CRL was $174,800 and $167,900 for the fiscal years ended March 31, 2015 and 2014, respectively. Upon the approval of its Board of Directors, in December 2006, VistaGen California accepted a full-recourse promissory note in the amount of $103,400 from Mr. Shawn Singh in payment of the exercise price for options and warrants to purchase an aggregate of 6,320 restricted shares of VistaGen CaliforniaÂ’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 VistaGen California becoming subject to the requirements of the Securities Exchange Act of 1934, as amended ( Exchange Act Between September and December 2013, Mr. Singh provided short-term cash advances aggregating $64,000 to meet our short-term working capital requirements. In lieu of cash repayment of the advances, in December 2013, Mr. Singh elected to invest $50,000 of the balance due him in the 2013 Unit Private Placement. At March 31, 2015, we have completely repaid the balance of the advances and the $50,000 promissory note issued in connection with his investment in the 2013 Unit Private Placement to Mr. Singh. |
Commitments, Contingencies, Gua
Commitments, Contingencies, Guarantees and Indemnifications | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies, Guarantees and Indemnifications | 15. Commitments, Contingencies, Guarantees and Indemnifications From time to time, we 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 our consolidated financial position, results of operations or its cash flows. We indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is for the officerÂ’s or directorÂ’s lifetime. We will indemnify the officers or directors against any and all expenses incurred by the officers or directors because of their status as one of our directors or executive officers to the fullest extent permitted by Nevada law. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. We have a director and officer insurance policy which limits our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, there are no liabilities recorded for these agreements at March 31, 2015 or 2014. In the normal course of business, we provide indemnifications of varying scopes under agreements with other companies, typically clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, we generally indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified parties in connection with the use or testing of our product candidates or with any U.S. patents or any copyright or other intellectual property infringement claims by any third party with respect to our product candidates. The terms of these indemnification agreements are generally perpetual. The potential future payments we could be required to make under these indemnification agreements is unlimited. We maintain liability insurance coverage that limits our exposure. We believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of March 31, 2015 or 2014. Leases As of March 31, 2015 and 2014, the following assets are under capital lease obligations and included in property and equipment: March 31, 2015 2014 Laboratory equipment $ - $ 19,000 Office equipment 4,500 4,500 4,500 23,500 Accumulated depreciation (2,500 ) (11,100 ) Net book value $ 2,000 $ 12,400 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: Fiscal Years Ending March 31, Capital Leases 2016 $ 1,200 2017 1,200 2018 100 Future minimum lease payments 2,500 Less imputed interest included in minimum lease payments (400 ) Present value of minimum lease payments 2,100 Less current portion (1,000 ) Non-current capital lease obligation $ 1,100 At March 31, 2015, future minimum payments under operating leases relate to our facility lease in South San Francisco, California through July 31, 2017 and are as follows: Fiscal Years Ending March 31, Amount 2016 264,000 2017 277,100 2018 93,800 $ 634,900 We incurred total facility rent expense for the fiscal years ended March 31, 2015 and 2014 of $337,000 and $284,100 , respectively. Long-Term Debt Repayment At March 31, 2015, 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 8, Convertible Promissory Notes and Other Notes Payable Fiscal Years Ending March 31, Amount 2016 $ 2,185,700 2017 9,800 2018 10,500 2019 11,300 Thereafter through June 2019 4,000 $ 2,221,300 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events | 16. Subsequent Events We have evaluated subsequent events through the date of this report and have identified the following material events and transactions that occurred after March 31, 2015. 2014 Unit Private Placement From April 1, 2015 through May 14, 2015, we entered into securities purchase agreements with accredited investors pursuant to which we sold to such accredited investors Units, for aggregate cash proceeds of $280,000, consisting of (i) 10% convertible notes in the aggregate face amount of $280,000 due between April 30, 2015 and May 15, 2015 or automatically convertible into securities we may issue upon the consummation of a Qualified Financing, as defined in the note (ii) an aggregate of 33,000 restricted shares of our common stock; and (iii) warrants exercisable through December 31, 2016 to purchase an aggregate of 24,250 restricted shares of our common stock at an exercise price of $10.00 per share. Creation of Series B Preferred Stock On May 7, 2015, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Preferred Stock of VistaGen Therapeutics, Inc. ( Certificate of Designation Series B Preferred Each share of Series B Preferred is convertible, at the option of the holder ( Voluntary Conversion Conversion Price Automatic Conversion Conversion Prior to Conversion, shares of Series B Preferred will accrue dividends, payable only in shares of our common stock, at a rate of 10% per annum ( Accrued Dividend Agreement with Platinum On May 5, 2015, we entered into an Agreement with Platinum, which, as modified by an Acknowledgement and Agreement, became effective on May 12, 2015 ( Platinum Agreement · Converted all of the approximately $4.5 million outstanding balance (principal and accrued but unpaid interest) of the Senior Notes we issued to Platinum into 641,335 shares of Series B Preferred, thereby cancelling approximately $4.5 million of our outstanding indebtedness; · Released all of its security interests in our assets and those of our subsidiaries by terminating the Amended and Restated Security Agreement, IP Security Agreement and Negative Covenant, each dated October 11, 2012 between us and Platinum; and · Converted all of the approximately $1.3 million outstanding balance (principal and accrued but unpaid interest) of the 2014 Unit Notes that we issued to Platinum into 240,305 shares of Series B Preferred and five-year warrants to purchase 240,305 shares of our common stock at a fixed exercise price of $7.00 per share ( Series B Warrants · Purchased approximately $1.5 million (including accrued but unpaid interest thereon) of outstanding 2014 Unit Notes we issued to various investors from the respective holders thereof ( Investor 2014 Unit Notes · Entered into a Securities Purchase Agreement ( SPA · Amended the Platinum Warrants (all warrants previously issued by us to Platinum in connection with the Senior Notes) and the Series A Exchange Warrant to: o fix the exercise price thereof at $7.00 per share; o eliminate the exercise price reset features and fix the number of shares of our common stock issuable thereunder; and o eliminate the cashless exercise provisions from the Platinum Warrants and the Series A Exchange Warrant; and · Agreed to refrain from the sale of any shares of our common stock held by Platinum or its affiliates until the earlier to occur of an effective registration statement relating to resale of certain specified shares of common stock under the Securities Act of 1933, as amended, or the closing price of our common stock is at least $15.00 per share. As additional consideration for the agreements of Platinum under the Platinum Agreement, we issued to Platinum 400,000 shares of Series B Preferred and Series B Warrants to purchase 1.2 million shares of our common stock, and exchanged 30,000 shares of our common stock currently beneficially owned or controlled by Platinum for 30,000 shares of Series B Preferred. Conversion of 2014 Unit Notes Effective May 20, 2015, holders of the remaining approximately $1.8 million outstanding balance (principal and accrued but unpaid interest) of 2014 Unit Notes converted such notes into 327,016 shares of Series B Preferred and Series B Warrants to purchase 327,016 shares of our common stock, thereby cancelling an additional approximately $1.8 million of our outstanding indebtedness. Sale of Series B Preferred Units Between May 26, 2015 and June 25, 2015, we sold to accredited investors and institutions an aggregate of $557,500 of units in our Series B Preferred Unit offering, which units consist of Series B Preferred and Series B Warrants (together Series B Preferred Units), including $100,000 to Platinum. We issued 79,646 shares of Series B Preferred and Series B Warrants to purchase 79,646 shares of our common stock. We have received an aggregate of $557,500 in cash proceeds from the sale of the Series B Preferred Units. Conversion of Notes and Accounts Payable During May and June 2015, holders of certain of our promissory notes outstanding at March 31, 2015 and thereafter, including Morrison & Foerster, Cato Research Ltd., University Health Network, and McCarthy Tetrault, and certain other service providers converted notes payable or accounts payable having an aggregate outstanding balance of approximately $5.8 million (principal and accrued but unpaid interest and certain adjustments thereto) into 831,577 shares of Series B Preferred, thereby cancelling an additional approximately $5.8 million of our outstanding debt. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Information | 17. Supplemental Financial Information The following table presents the unaudited statements of operations data for each of the eight quarters in the period ended March 31, 2015. 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. Quarterly Results of Operations (Unaudited) (in thousands, except share and per share amounts) Three Months Ended Total June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 Fiscal Year 2015 Revenues: $ - $ - $ - $ - $ - Operating expenses: Research and development 474 558 445 956 2,433 General and administrative 797 556 671 2,320 4,344 Total operating expenses 1,271 1,114 1,116 3,276 6,777 Loss from operations (1,271 ) (1,114 ) (1,116 ) (3,276 ) (6,777 ) Other expenses, net: Interest expense, net (785 ) (606 ) (792 ) (2,366 ) (4,549 ) Change in warrant liabilities (1,727 ) 1,302 953 (563 ) (35 ) Loss on extinguishment of debt (768 ) (1,603 ) - (17 ) (2,388 ) Other expense, net - - (135 ) - (135 ) Loss before income taxes (4,551 ) (2,021 ) (1,090 ) (6,222 ) (13,884 ) Income taxes (2 ) - - - (2 ) Net loss $ (4,553 ) $ (2,021 ) $ (1,090 ) $ (6,222 ) $ (13,886 ) Basic net (loss) per common share $ (3.70 ) $ (1.58 ) $ (0.84 ) $ (4.24 ) $ (10.53 ) Diluted net loss per common share $ (3.70 ) $ (1.90 ) $ (1.08 ) $ (4.24 ) $ (10.61 ) Weighted average shares used in computing: Basic net (loss) per common share 1,229,488 1,279,251 1,302,300 1,466,386 1,318,797 Diluted net loss per common share 1,229,488 1,299,099 1,302,300 1,466,386 1,318,797 Three Months Ended Total June 30, 2013 September 30, 2013 December 31, 2013 March 31, 2014 Fiscal Year 2014 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 $ 0.18 $ (1.35 ) $ 0.12 $ (1.57 ) $ (2.70 ) Diluted net loss per common share $ (0.44 ) $ (1.37 ) $ (0.44 ) $ (1.57 ) $ (3.81 ) Weighted average shares used in computing: Basic net income (loss) per common share 1,042,081 1,081,529 1,110,529 1,162,636 1,098,742 Diluted net loss per common share 1,061,544 1,128,152 1,110,529 1,162,636 1,099,216 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation and Going Concern | Basis of Presentation and Going Concern Effective August 14, 2014, we consummated a 1-for-20 reverse split of our authorized, and issued and outstanding shares of common stock (the Stock Consolidation Each reference to shares of common stock or the price per share of common stock in these financial statements is post-Stock Consolidation, and reflects the 1-for-20 adjustment as a result of the Stock Consolidation. Capital Stock The accompanying Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. As a developing-technology company having not yet developed commercial products or achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $84.5 million accumulated from inception through March 31, 2015. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further potential development of AV-101 and launch and execute our drug rescue programs and pursue potential drug development and regenerative medicine opportunities. Since our inception in May 1998 through March 31, 2015, we have financed our 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 cash proceeds of approximately $29.0 million, as well as from an aggregate of approximately $16.4 million of government research grant awards, strategic collaboration payments and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $13.5 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. Between late-March 2014 and March 31, 2015, we entered into securities purchase agreements with accredited investors and institutions, including Platinum, pursuant to which we sold units to such accredited investors, in private placement transactions ( 2014 Units 2014 Unit Private Placement 2014 Unit Stock) 2014 Unit Warrants). As described more completely in Note 16, Subsequent Events Platinum Agreement · Converted the approximately $4.5 million outstanding balance (principal and accrued but unpaid interest) of the Senior Notes we issued to Platinum into 641,335 shares of our newly-created Series B 10% Convertible Preferred Stock ( Series B Preferred · Released all of its security interests in our assets and those of our subsidiaries by terminating the Amended and Restated Security Agreement, IP Security Agreement and Negative Covenant, which we had entered into with Platinum in October 2012; and · Converted the approximately $1.3 million outstanding balance (principal and accrued but unpaid interest) of the convertible promissory notes we issued to Platinum in the 2014 Unit Private Placement ( 2014 Unit Notes Series B Warrants · Purchased approximately $1.5 million (principal and accrued but unpaid interest) of outstanding 2014 Unit Notes we issued to various other investors from the respective holders thereof ( Investor 2014 Unit Notes · Entered into a Securities Purchase Agreement ( SPA Series B Preferred Unit As further described in Note 16, Subsequent Events Series B Preferred Units Additionally, as further described in Note 16, Subsequent Events, Since March 31, 2015, we have eliminated approximately $14.9 million of promissory notes, other debt and certain adjustments thereto that was either already due and payable or would have otherwise matured prior to March 31, 2016, through conversion into our Series B Preferred stock and, with respect to a portion of the indebtedness converted, warrants to purchase common stock. Together with the cash proceeds from our Series B Preferred Unit Offering, our working capital position has improved significantly since March 31, 2015. We will, however, need to raise additional capital to fund our operations and execute our business plan over the next year and thereafter. We believe that our participation in potential strategic collaborations, including potential transactions involving AV-101 such as our February 2015 Cooperative Research and Development Agreement with the U.S. National Institutes of Health (NIH) for an NIH-funded and sponsored Phase 2 study of AV-101 in major depressive disorder, may provide resources to support a portion of our future cash needs and working capital requirements. When and as necessary, we will seek to raise a material amount of financing through a combination of additional private placements and/or registered public offerings of our securities, which may include both debt and equity securities, stem cell technology-based research and development collaborations, stem cell technology and drug candidate license fees, and government grant awards and collaborations. Our future working capital requirements will depend on many factors, including, without limitation, the scope and nature of strategic opportunities related to our success in clinical trials of and further developing AV-101 as a treatment for major depressive disorder and/or other conditions; our stem cell technology platform, including drug rescue and cell therapy research and development efforts and the success of such programs, our ability to obtain government grant awards and our ability to enter into strategic collaborations with institutions on terms acceptable to us. To further advance the clinical development of AV-101 and potential drug rescue applications of our stem cell technology platform, as well as support our operating activities, we plan to continue to carefully manage our routine operating costs, including salaries and benefits, regulatory and public company consulting, contract research and development, legal, accounting and other professional services and working capital costs. Notwithstanding the foregoing, substantial additional financing may not be available to us on a timely basis, on acceptable terms, or at all. If we are unable to obtain substantial additional financing on a timely basis in the near term, our business, financial condition, and results of operations may be harmed, the price of our stock may decline, we may be required to reduce, defer, or discontinue certain of our research and development activities and we may not be able to continue as a going concern. These 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 |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the CompanyÂ’s accounts, and the accounts of VistaGen CaliforniaÂ’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 We evaluate our 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, we record 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, we depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. We have not recorded any impairment charges to date. |
Revenue Recognition | Revenue Recognition Although we do not currently have any such arrangements, we have 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. We recognize 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, we comply 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 we have continuing performance obligations and have no objective and reliable evidence of the fair value of those obligations. We recognize non-refundable upfront technology access fees under agreements in which we have a continuing performance obligation ratably, on a straight-line basis, over the period during which we are 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 our 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 our 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 are composed of both internal and external costs. Internal costs include salaries and employment-related expenses of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and non-clinical development of AV-101, our prodrug candidate entering late-stage clinical development for Major Depressive Disorder, sponsored stem cell research and development costs, and costs related to the application and prosecution of patents related to our stem cell technology platform and AV-101. All such costs are charged to expense as incurred. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation cost for all stock-based awards to employees based on the grant date fair value of the award. We record non-cash, stock-based compensation expense over the period during which the employee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have granted no restricted stock awards nor do we have any awards with market or performance conditions. For equity awards to non-employees, we re-measure the fair value of the awards as they vest and the resulting value is recognized as an expense during the period over which the services are performed. |
Income Taxes | Income Taxes We account 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 us to concentrations of credit risk, consist principally of cash and cash equivalents. Our investment policies limit any such investments to short-term, low-risk investments. We deposit cash and cash equivalents with quality financial institutions and are insured to the maximum of federal limitations. Balances in these accounts may exceed federally insured limits at times. |
Warrant Liability | Warrant Liability We have issued to Platinum Long Term Growth VII, LLC, our largest investor ( Platinum Platinum Warrants Fair Value Measurements, Convertible Promissory Notes and Other Notes Payable , Capital Stock Subsequent Events |
Comprehensive Loss | Comprehensive Loss We have no components of other comprehensive loss other than net loss, and accordingly our comprehensive loss is equivalent to our 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, we adjust the numerator for the change in the fair value of the warrant liability attributable to the outstanding Platinum Warrants, only if dilutive, and increase 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 our net loss for both periods presented, potentially dilutive securities were excluded from the computation of diluted loss per share, as their effect would be antidilutive. Basic and diluted net loss attributable to common stockholders per share was computed as follows: Fiscal Years Ended March 31, 2015 2014 Numerator: Net loss attributable to common stockholders for basic earnings per share $ (13,885,800 ) $ (2,967,700 ) less: change in fair value of warrant liability attributable to Exchange, Investment and Bridge Warrants issued to Platinum (105,200 ) (1,219,500 ) Net loss for diluted earnings per share attributable to common stockholders $ (13,991,000 ) $ (4,187,200 ) Denominator: Weighted average basic common shares outstanding 1,318,797 1,098,742 Assumed conversion of dilutive securities: Warrants to purchase common stock - 474 Potentially dilutive common shares assumed converted - 474 Denominator for diluted earnings per share - adjusted weighted average shares 1,318,797 1,099,216 Basic net loss attributable to common stockholders per common share $ (10.53 ) $ (2.70 ) Diluted net loss attributable to common stockholders per common share $ (10.61 ) $ (3.81 ) Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2015 and 2014 are as follows: Fiscal Years Ended March 31, 2015 2014 Series A preferred stock issued and outstanding (1) 750,000 750,000 Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement 375,000 375,000 Outstanding options under the 2008 and 1999 Stock Incentive Plans 207,638 212,486 Outstanding warrants to purchase common stock 1,544,474 854,782 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2015 and 2014, respectively (2) 414,615 374,798 10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2015 and 2014, respectively 29,620 26,776 10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014 accrued interest through March 31, 2015 and 2014, respectively (3) 433,758 109,341 Total 3,755,105 2,703,183 ____________ (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 (3) Excludes effect of conversion premium upon conversion into securities which may be issued in a Qualified Financing, as defined in the notes |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ( FASB ASU Revenue from Contracts with Customers (Topic 606). , 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 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Contingencies Basis of Presentation and Going Concern |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Computation of basic net income (loss) and diluted net loss attributable to common stockholders per share | Basic and diluted net loss attributable to common stockholders per share was computed as follows: Fiscal Years Ended March 31, 2015 2014 Numerator: Net loss attributable to common stockholders for basic earnings per share $ (13,885,800 ) $ (2,967,700 ) less: change in fair value of warrant liability attributable to Exchange, Investment and Bridge Warrants issued to Platinum (105,200 ) (1,219,500 ) Net loss for diluted earnings per share attributable to common stockholders $ (13,991,000 ) $ (4,187,200 ) Denominator: Weighted average basic common shares outstanding 1,318,797 1,098,742 Assumed conversion of dilutive securities: Warrants to purchase common stock - 474 Potentially dilutive common shares assumed converted - 474 Denominator for diluted earnings per share - adjusted weighted average shares 1,318,797 1,099,216 Basic net loss attributable to common stockholders per common share $ (10.53 ) $ (2.70 ) Diluted net loss attributable to common stockholders per common share $ (10.61 ) $ (3.81 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | Potentially dilutive securities excluded in determining diluted net loss per common share for the fiscal years ended March 31, 2015 and 2014 are as follows: Fiscal Years Ended March 31, 2015 2014 Series A preferred stock issued and outstanding (1) 750,000 750,000 Warrant shares issuable to Platinum upon exercise of common stock warrants by Platinum upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement 375,000 375,000 Outstanding options under the 2008 and 1999 Stock Incentive Plans 207,638 212,486 Outstanding warrants to purchase common stock 1,544,474 854,782 10% convertible Exchange Note and Investment Notes issued to Platinum in October 2012, February 2013 and March 2013, including accrued interest through March 31, 2015 and 2014, respectively (2) 414,615 374,798 10% convertible note issued to Platinum on July 26, 2013, including accrued interest through March 31, 2015 and 2014, respectively 29,620 26,776 10% convertible notes issued as a component of Unit Private Placements, including accrued interest through March 31, 2014 accrued interest through March 31, 2015 and 2014, respectively (3) 433,758 109,341 Total 3,755,105 2,703,183 ____________ (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 (3) Excludes effect of conversion premium upon conversion into securities which may be issued in a Qualified Financing, as defined in the notes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Fair Value Measurements Tables | |
Fair value heirarchy for liabilities measured at fair value on a recurring basis | 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 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Value (Level 1) (Level 2) (Level 3) March 31, 2015: Warrant liability $ 3,008,500 $ - $ - $ 3,008,500 March 31, 2014: Warrant liability $ 2,973,900 $ - $ - $ 2,973,900 |
Changes in Level 3 liabilities | The changes in Level 3 liabilities measured at fair value on a recurring basis are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Warrant Liability 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 Mark to market loss included in net loss 34,600 Balance at March 31, 2015 $ 3,008,500 |
Prepaid Expenses and Other Cu27
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Prepaid Expenses And Other Current Assets Tables | |
Prepaid Expenses | Prepaid expenses and other current assets consist of the following: March 31, 2015 2014 Insurance $ 27,300 $ 21,800 Legal fees 3,400 3,400 Interest receivable on note receivable from sale of common stock - 2,800 Technology license fees and all other 5,000 12,500 $ 35,700 $ 40,500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consists of the following: March 31, 2015 2014 Laboratory equipment $ 653,600 $ 653,600 Tenant improvements 26,900 26,900 Computers and network equipment 32,200 32,200 Office furniture and equipment 69,500 69,500 782,200 782,200 Accumulated depreciation and amortization (665,100 ) (605,900 ) Property and equipment, net $ 117,100 $ 176,300 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Accrued Expenses Tables | |
Accrued Expenses | Accrued expenses consist of: March 31, 2015 2014 Accrued professional services $ 213,800 $ 135,700 Accrued compensation 990,700 489,900 All other 2,000 - $ 1,206,500 $ 625,600 |
Convertible Promissory Notes 30
Convertible Promissory Notes and Other Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Convertible Promissory Notes And Other Notes Payable Tables | |
Convertible Promissory Notes and Other Notes Payable | The following table summarizes the components of the CompanyÂ’s convertible promissory notes and other notes payable: March 31, 2015 March 31, 2014 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 $ 360,200 $ 1,632,800 $ 1,272,600 $ 203,400 $ 1,476,000 Investment Note issued on October 11, 2012 500,000 141,500 641,500 500,000 79,900 579,900 Investment Note issued on October 19, 2012 500,000 140,100 640,100 500,000 78,600 578,600 Investment Note issued on February 22, 2013 250,000 59,100 309,100 250,000 29,400 279,400 Investment Note issued on March 12, 2013 750,000 172,600 922,600 750,000 84,100 834,100 3,272,600 873,500 4,146,100 3,272,600 475,400 3,748,000 Convertible promissory note issued on July 26, 2013 250,000 46,200 296,200 250,000 17,700 267,700 Total Senior notes 3,522,600 919,700 4,442,300 3,522,600 493,100 4,015,700 Aggregate note discount - - - (2,085,900 ) - (2,085,900 ) Net Senior notes 3,522,600 919,700 4,442,300 1,436,700 493,100 1,929,800 less: current portion (3,272,600 ) (873,500 ) (4,146,100 ) - - - Senior notes - non-current portion and discount $ 250,000 $ 46,200 $ 296,200 $ 1,436,700 $ 493,100 $ 1,929,800 10% Convertible Promissory Notes (Unit Notes) 2013 Unit Notes, due 7/31/14 $ - $ - $ - $ 1,007,500 $ 35,700 $ 1,043,200 2014 Unit Notes, including amended notes, due 3/31/15 4,066,900 270,700 4,337,600 50,000 200 50,200 4,066,900 270,700 4,337,600 1,057,500 35,900 1,093,400 Note discounts (180,000 ) - (180,000 ) (697,400 ) - (697,400 ) Net convertible notes (all current) $ 3,886,900 $ 270,700 $ 4,157,600 $ 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 $ 13,100 $ 103,500 $ 90,400 $ 6,800 $ 97,200 Desjardins 156,300 24,100 180,400 178,600 14,100 192,700 McCarthy Tetrault 319,700 46,000 365,700 360,900 24,800 385,700 August 2012 Morrison & Foerster Note A 918,200 193,200 1,111,400 918,200 87,900 1,006,100 August 2012 Morrison & Foerster Note B (1) 1,379,400 333,100 1,712,500 1,379,400 195,200 1,574,600 University Health Network (1) 549,500 101,800 651,300 549,500 60,600 610,100 3,413,500 711,300 4,124,800 3,477,000 389,400 3,866,400 Note discount (474,500 ) - (474,500 ) (848,100 ) - (848,100 ) 2,939,000 711,300 3,650,300 2,628,900 389,400 3,018,300 less: current portion (3,413,500 ) (711,300 ) (4,124,800 ) (1,130,100 ) (133,600 ) (1,263,700 ) non-current portion and discount $ (474,500 ) $ - $ (474,500 ) $ 1,498,800 $ 255,800 $ 1,754,600 5.75% and 10.25% Notes payable to insurance premium financing company (current) $ 5,800 $ - $ 5,800 $ 4,900 $ - $ 4,900 10% Notes payable to vendors for accounts payable converted to notes payable $ 378,300 $ 51,500 $ 429,800 $ 119,400 $ 34,700 $ 154,100 less: current portion (378,300 ) (51,500 ) (429,800 ) (119,400 ) (34,700 ) (154,100 ) non-current portion $ - $ - $ - $ - $ - $ - 7.0% Note payable (August 2012) $ 58,800 $ 7,900 $ 66,700 $ 58,800 $ 3,800 $ 62,600 less: current portion (23,200 ) (7,900 ) (31,100 ) (15,800 ) (3,800 ) (19,600 ) 7.0% Notes payable - non-current portion $ 35,600 $ - $ 35,600 $ 43,000 $ - $ 43,000 Total notes payable to unrelated parties $ 3,856,400 $ 770,700 $ 4,627,100 $ 3,660,100 $ 427,900 $ 4,088,000 less: current portion (3,820,800 ) (770,700 ) (4,591,500 ) (1,270,200 ) (172,100 ) (1,442,300 ) non-current portion 35,600 - 35,600 2,389,900 255,800 2,645,700 less: discount (current at March 31, 2015) - - - (848,100 ) - (848,100 ) Net non-current portion $ 35,600 $ - $ 35,600 $ 1,541,800 $ 255,800 $ 1,797,600 Notes payable to related parties: October 2012 7.5% Note to Cato Holding Co. $ 293,600 $ 55,900 $ 349,500 $ 293,600 $ 30,800 $ 324,400 October 2012 7.5% Note to Cato Research Ltd. (1) 1,009,000 204,800 1,213,800 1,009,000 117,300 1,126,300 1,302,600 260,700 1,563,300 1,302,600 148,100 1,450,700 Note discount (54,500 ) - (54,500 ) (103,200 ) - (103,200 ) Total notes payable to related parties 1,248,100 260,700 1,508,800 1,199,400 148,100 1,347,500 less: current portion (1,248,100 ) (260,700 ) (1,508,800 ) (259,600 ) (30,800 ) (290,400 ) non-current portion and discount $ - $ - $ - $ 939,800 $ 117,300 $ 1,057,100 ____________ (1) Note and interest payable solely in restricted shares of the Company's common stock. |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Capital Stock Tables | |
Unit Warrant grants and allocation of Proceeds | Unit Warrants Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: Warrant Risk free 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 282,850 $9.28 $10.00 2.17 0.62% 72.36% 0.0% $3.63 $1,027,000 $3,133,500 $1,122,400 $454,200 $1,556,900 2013 Unit Warrants Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: Warrant Risk free 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 100,750 $9.01 $20.00 2.68 0.58% 76.29% 0.0% $2.53 $254,700 $1,007,500 $415,000 $111,400 $481,100 |
Black-Scholes Option Pricing Model | Assumption: Pre-modification Post-modification Market price per share $ 12.60 $ 12.60 Exercise price per share $ 20.00 $ 10.00 Risk-free interest rate 0.44% 0.62% Remaining contractual term in years 2.17 2.59 Volatility 75.6% 76.6% Dividend rate 0.0% 0.0% Fair Value per share $ 3.73 $ 6.65 Assumption: Pre-modification Post-modification Market price per share at modification date $ 8.00 $ 8.00 Exercise price per share (weighted average) $ 23.13 $ 13.00 Risk-free interest rate (weighted average) 0.04% 0.31% Contractual term in years (weighted average) 0.24 1.24 Volatility (weighted average) 69.7% 69.8% Dividend rate 0.0% 0.0% Weighted Average Fair Value per share $ 0.22 $ 1.31 Assumption: Pre-modification Post-modification Market price per share at modification date $ 10.00 $ 10.00 Exercise price per share (weighted average) $ 31.97 $ 24.68 Risk-free interest rate (weighted average) 0.33% 0.44% Contractual term in years (weighted average) 1.40 2.10 Volatility (weighted average) 74.4% 75.8% Dividend rate 0.0% 0.0% Weighted Average Fair Value per share $ 1.08 $ 2.29 Assumption: Pre-modification Post-modification Market price per share at modification date $ 8.00 $ 8.00 Exercise price per share (weighted average) $ 33.49 $ 10.00 Risk-free interest rate (weighted average) 0.51% 0.57% Contractual term in years (weighted average) 2.06 2.34 Volatility (weighted average) 73.6% 74.4% Dividend rate 0.0% 0.0% Weighted Average Fair Value per share $ 0.91 $ 2.85 |
Description of units | March 31, 2015 2014 Market price of common stock $ 10.00 $ 9.20 Exercise price per share $ 10.00 $ 9.80 to $10.00 Risk-free interest rate 0.74% to 1.37% 1.73% Volatility 73.3% to 75.9% 75% Term (years) 2.5 to 5.0 3.5 to 5.0 Dividend rate 0% 0% Probability of Series A Preferred exchange 95% 95% Fair value per share $ 4.45 to $6.17 $ 5.20 to $5.80 Exercise Price per Share Expiration Date Shares Subject to Purchase at March 31, 2015 $ 10.00 1/31/2016 to 1/1/2020 1,064,683 $ 12.80 3/3/2023 147,000 $ 15.00 1/31/2016 to 6/11/2016 54,477 $ 20.00 7/30/2016 to 9/30/2017 186,388 $ 30.00 2/13/2016 to 3/4/2018 69,426 $ 40.00 9/15/2017 21,250 $ 60.00 2/13/2016 1,250 1,544,474 |
Shares reserved for future issuance | At March 31, 2015, 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) 750,000 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 375,000 110% of shares issuable upon conversion of 10% senior secured convertible notes issued to Platinum in October 2012, February 2013, March 2013 and July 2013, including interest accrued through maturity (2) 563,871 Pursuant to warrants to purchase common stock: Subject to outstanding warrants 1,544,474 Issuable pursuant to accrued interest through maturity on outstanding promissory notes issued to Morrison & Foerster, Cato Research Ltd., and University Health Network 33,612 1,578,086 Pursuant to stock incentive plans: Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans 207,638 Available for future grants under the 2008 Stock Incentive Plan 40,491 248,129 For additional issuances under the 2014 Private Placement of Units and upon conversion of notes and accrued interest pursuant to the 2013 Private Placement of Units and 2014 Private Placement of Units 807,800 Total 4,322,886 ____________ (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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Provision/benefit computed for income taxes | Fiscal Years Ended March 31, 2015 2014 Computed expected tax benefit (34.0 )% (34.0 )% Tax effect of Warrant Liability mark to market (0.1 )% 41.5 % Other losses not benefitted 34.0 % (7.5 )% Other 0.1 % 0.1 % Income tax expense 0.0 % 0.1 % |
Components of deferred tax assets | March 31, 2015 2014 Deferred tax assets: Net operating loss carryovers $ 23,054 $ 19,733 Basis differences in fixed assets 24 37 Accruals and reserves 2,694 1,383 Total deferred tax assets 25,772 21,153 Valuation allowance (25,772 ) (21,153 ) Net deferred tax assets $ - $ - |
Stock Option Plans and 401(k)33
Stock Option Plans and 401(k) Plan (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
Share-based compensation expense | Fiscal Years Ended March 31, 2015 2014 Research and development expense: Stock option grants $ 176,200 $ 296,900 Fully-vested warrants granted to officer and consultants in January 2015 527,500 - Warrants granted to officer in March 2014 and 2013 145,100 156,500 848,800 453,400 General and administrative expense: Stock option grants 98,800 385,100 Fully-vested warrants granted to officers, directors and consultants in January 2015 1,229,400 - Warrants granted to officers and directors in March 2014 and 2013 283,100 298,800 1,611,300 683,900 Total stock-based compensation expense $ 2,460,100 $ 1,137,300 |
Black-Scholes option valuation model assumptions for share-based compensation expense | Fiscal Years Ended March 31, 2015 2014 Exercise price not applicable $8.00 to $16.40 Market price on date of grant not applicable $8.00 to $16.40 Risk-free interest rate not applicable 1.08% to 2.53% Expected term (years) not applicable 6.25 to 10.0 Volatility not applicable 87.9% to 103.2% Expected dividend yield not applicable 0% Fair value per share at grant date not applicable $6.38 to $13.63 |
Summary of stock option plan activity | Fiscal Years Ended March 31, 2015 2014 Weighted Weighted Average Average Number of Exercise Number of Exercise Shares Price Shares Price Options outstanding at beginning of period 212,486 $ 10.09 245,653 $ 26.43 Options granted - $ - 19,050 $ 10.89 Options exercised - $ - - $ - Options forfeited (2,001 ) $ 9.25 (3,954 ) $ 27.22 Options expired (2,847 ) $ 10.56 (48,263 ) $ 23.94 Options outstanding at end of period 207,638 $ 10.09 212,486 $ 10.09 Options exercisable at end of period 199,013 $ 10.09 182,775 $ 10.06 Weighted average grant-date fair value of options granted during the period $ - $ 8.36 |
Stock options outstanding and exercisable under Company's option plan | The following table summarizes information on stock options outstanding and exercisable under our stock option plans as of March 31, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Years until Exercise Number Exercise Price Outstanding Expiration Price Exercisable Price $ 8.00 49,590 7.53 $ 8.00 46,466 $ 8.00 $ 10.00 147,939 4.88 $ 10.00 142,751 $ 10.00 $ 14.40 to $36.00 10,109 4.64 $ 21.69 9,796 $ 21.23 207,638 5.51 $ 10.09 199,013 $ 10.09 |
Commitments, Contingencies, G34
Commitments, Contingencies, Guarantees and Indemnifications (Tables) | 12 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Assets under capital lease obligations | As of March 31, 2015 and 2014, the following assets are under capital lease obligations and included in property and equipment: March 31, 2015 2014 Laboratory equipment $ - $ 19,000 Office equipment 4,500 4,500 4,500 23,500 Accumulated depreciation (2,500 ) (11,100 ) Net book value $ 2,000 $ 12,400 |
Future minimum payments required under Capital Leases | 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: Fiscal Years Ending March 31, Capital Leases 2016 $ 1,200 2017 1,200 2018 100 Future minimum lease payments 2,500 Less imputed interest included in minimum lease payments (400 ) Present value of minimum lease payments 2,100 Less current portion (1,000 ) Non-current capital lease obligation $ 1,100 At March 31, 2015, future minimum payments under operating leases relate to our facility lease in South San Francisco, California through July 31, 2017 and are as follows: Fiscal Years Ending March 31, Amount 2016 264,000 2017 277,100 2018 93,800 $ 634,900 |
Future minimum principal payments related to Long-Term Debt | Fiscal Years Ending March 31, Amount 2016 $ 2,185,700 2017 9,800 2018 10,500 2019 11,300 Thereafter through June 2019 4,000 $ 2,221,300 |
Supplemental Financial Inform35
Supplemental Financial Information (Tables) | 12 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Quarterly Results of Operations | Quarterly Results of Operations (Unaudited) (in thousands, except share and per share amounts) Three Months Ended Total June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 Fiscal Year 2015 Revenues: $ - $ - $ - $ - $ - Operating expenses: Research and development 474 558 445 956 2,433 General and administrative 797 556 671 2,320 4,344 Total operating expenses 1,271 1,114 1,116 3,276 6,777 Loss from operations (1,271 ) (1,114 ) (1,116 ) (3,276 ) (6,777 ) Other expenses, net: Interest expense, net (785 ) (606 ) (792 ) (2,366 ) (4,549 ) Change in warrant liabilities (1,727 ) 1,302 953 (563 ) (35 ) Loss on extinguishment of debt (768 ) (1,603 ) - (17 ) (2,388 ) Other expense, net - - (135 ) - (135 ) Loss before income taxes (4,551 ) (2,021 ) (1,090 ) (6,222 ) (13,884 ) Income taxes (2 ) - - - (2 ) Net loss $ (4,553 ) $ (2,021 ) $ (1,090 ) $ (6,222 ) $ (13,886 ) Basic net (loss) per common share $ (3.70 ) $ (1.58 ) $ (0.84 ) $ (4.24 ) $ (10.53 ) Diluted net loss per common share $ (3.70 ) $ (1.90 ) $ (1.08 ) $ (4.24 ) $ (10.61 ) Weighted average shares used in computing: Basic net (loss) per common share 1,229,488 1,279,251 1,302,300 1,466,386 1,318,797 Diluted net loss per common share 1,229,488 1,299,099 1,302,300 1,466,386 1,318,797 Three Months Ended Total June 30, 2013 September 30, 2013 December 31, 2013 March 31, 2014 Fiscal Year 2014 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 $ 0.18 $ (1.35 ) $ 0.12 $ (1.57 ) $ (2.70 ) Diluted net loss per common share $ (0.44 ) $ (1.37 ) $ (0.44 ) $ (1.57 ) $ (3.81 ) Weighted average shares used in computing: Basic net income (loss) per common share 1,042,081 1,081,529 1,110,529 1,162,636 1,098,742 Diluted net loss per common share 1,061,544 1,128,152 1,110,529 1,162,636 1,099,216 |
Basis of Presentation and Goi36
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 196 Months Ended | |
Jun. 23, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Auction Market Preferred Securities, Stock Series [Line Items] | ||||
Reverse split ratio | 1-for-20 | |||
Accumulated Deficit during its development stage | $ 84,522,700 | $ 84,522,700 | $ 70,636,900 | |
Cash proceeds from convertible and short-term notes | 29,000,000 | |||
Cash proceeds from grant awards and other events | 16,400,000 | |||
Equity issuance | 13,500,000 | |||
Cash expenditure | 7,000,000 | 7,000,000 | ||
Proceeds from SPAs | $ 3,100,000 | |||
Shares issued under SPA | 282,850 | |||
Warrants issued under SPA | 282,850 | |||
Warrants issued shares | 1,200,000 | |||
Private placement proceeds | $ 280,000 | |||
Alternative financing, minimum | $ 7,000,000 | $ 7,000,000 | ||
Debt converted to preferred stock | 4,500,000 | |||
Unit note converted to preferred stock | $ 1,300,000 | |||
Warrants issued | 240,305 | |||
Purchase of notes amount | $ 1,500,000 | |||
Securities purchase agreement | $ 1,000,000 | |||
Shares issued upon consideration | 400,000 | |||
Warrants issued upon consideration | 1,200,000 | |||
Common stock exchanged for preferred | 30,000 | |||
Series B Preferred | ||||
Auction Market Preferred Securities, Stock Series [Line Items] | ||||
Preferred stock issued for conversion of debt | 641,335 | |||
Preferred stock issued for conversion of note | 240,305 | |||
Warrant exercise price | $ 7 | |||
Securities purchase agreement, shares | 142,857 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Numerator: | ||||||||||
Net loss attributable to common stockholders for basic earnings per share | $ (13,885,800) | $ (2,967,700) | ||||||||
less: change in fair value of warrant liability attributable to Exchange, Investment and Bridge Warrants issued to Platinum | (105,200) | (1,219,500) | ||||||||
Net loss for diluted earnings per share attributable to common stockholders | $ (13,991,000) | $ (4,187,200) | ||||||||
Denominator: | ||||||||||
Weighted average basic common shares outstanding | 1,318,797 | 1,098,742 | ||||||||
Assumed conversion of dilutive securities: | ||||||||||
Warrants to purchase common stock | 474 | |||||||||
Potentially dilutive common shares assumed converted | 474 | |||||||||
Denominator for diluted earnings per share - adjusted weighted average shares | 1,466,386 | 1,302,300 | 1,299,099 | 1,229,488 | 1,162,636 | 1,110,529 | 1,128,152 | 1,061,544 | 1,318,797 | 1,099,216 |
Basic net loss attributable to common stockholders per common share | $ (4.24) | $ (0.84) | $ (1.58) | $ (3.70) | $ (1.57) | $ 0.12 | $ (1.35) | $ 0.18 | $ (10.53) | $ (2.70) |
Diluted net loss attributable to common stockholders per common share | $ (4.24) | $ (1.08) | $ (1.90) | $ (3.70) | $ (1.57) | $ (0.44) | $ (1.37) | $ (0.44) | $ (10.61) | $ (3.81) |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details 2) - shares | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Loss per Common Share | ||||
Series A preferred stock issued and outstanding | [1] | 750,000 | 750,000 | |
Warrant shares issuable to Platinum upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement | 375,000 | 375,000 | ||
Outstanding options under the 2008 and 1999 Stock Incentive Plans | 207,638 | 212,486 | 245,653 | |
Outstanding warrants to purchase common stock | 1,544,474 | 854,782 | ||
Total | 3,755,105 | 2,703,183 | ||
AntidilutiveNotes1 [Member] | ||||
Loss per Common Share | ||||
Convertible promissory notes and accrued interest | 414,615 | 374,798 | ||
AntidilutiveNotes2 [Member] | ||||
Loss per Common Share | ||||
Convertible promissory notes and accrued interest | 29,620 | 26,776 | ||
AntidilutiveNotes3 [Member] | ||||
Loss per Common Share | ||||
Convertible promissory notes and accrued interest | 433,758 | 109,341 | ||
[1] | Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Liabilities, Fair Value Disclosure | |||
Warrant liability | $ 3,008,500 | ||
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 | $ 3,008,500 | $ 2,973,900 | $ 6,394,000 |
Fair Value Measurements (Deta40
Fair Value Measurements (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Warrant liability, end of period | $ 3,008,500 | |
Fair Value, Inputs, Level 3 [Member] | ||
Warrant liability, beginning of period | 2,973,900 | $ 6,394,000 |
Recognition of warrant liability during period | 146,800 | |
Mark to Market gain included in net income | 34,600 | (3,566,900) |
Warrant liability, end of period | $ 3,008,500 | $ 2,973,900 |
Prepaid Expenses and Other Cu41
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Prepaid Expenses | ||
Insurance | $ 27,300 | $ 21,800 |
Legal fees | $ 3,400 | 3,400 |
Interest receivable on note receivable from sale of common stock | 2,800 | |
Technology license fees and all other | $ 5,000 | 12,500 |
Total | $ 35,700 | $ 40,500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Laboratory equipment | $ 653,600 | $ 653,600 |
Tenant improvements | 26,900 | 26,900 |
Computers and network equipment | 32,200 | 32,200 |
Office furniture and equipment | 69,500 | 69,500 |
Property and equipment gross | 782,200 | 782,200 |
Accumulated depreciation and amortization | (665,100) | (605,900) |
Property and equipment, net | $ 117,100 | $ 176,300 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Accrued Expenses | ||
Accrued professional services | $ 213,800 | $ 135,700 |
Accrued compensation | 990,700 | $ 489,900 |
All other | 2,000 | |
Total | $ 1,206,500 | $ 625,600 |
Convertible Promissory Notes 44
Convertible Promissory Notes and Other Notes Payable (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Senior Note1 [Member] | ||
Principal Balance | $ 1,272,600 | $ 1,272,600 |
Accrued Interest | 360,200 | 203,400 |
Total | 1,632,800 | 1,476,000 |
Senior Note 2 [Member] | ||
Principal Balance | 500,000 | 500,000 |
Accrued Interest | 141,500 | 79,900 |
Total | 641,500 | 579,900 |
Senior Note 3 [Member] | ||
Principal Balance | 500,000 | 500,000 |
Accrued Interest | 140,100 | 78,600 |
Total | 640,100 | 578,600 |
Senior Note 4 [Member] | ||
Principal Balance | 250,000 | 250,000 |
Accrued Interest | 59,100 | 29,400 |
Total | 309,100 | 279,400 |
Senior Note 5 [Member] | ||
Principal Balance | 750,000 | 750,000 |
Accrued Interest | 172,600 | 84,100 |
Total | 922,600 | 834,100 |
SeniorConvertible4 [Member] | ||
Principal Balance | 250,000 | 250,000 |
Accrued Interest | 46,200 | 17,700 |
Total | 296,200 | 267,700 |
SeniorConvertibleNoteJuly [Member] | ||
Principal Balance | 3,272,600 | |
Accrued Interest | 873,500 | |
Total | $ 4,146,100 | |
Note discount on principal | ||
Note discount on accrued interest | ||
Note discount, total | ||
Senior Note Total [Member] | ||
Principal Balance | $ 3,522,600 | |
Accrued Interest | 919,700 | |
Total | $ 4,442,300 | |
Senior Notes Total [Member] | ||
Principal Balance | 3,272,600 | |
Accrued Interest | 475,400 | |
Total | 3,748,000 | |
Note discount on principal | $ 2,085,900 | |
Note discount on accrued interest | ||
Note discount, total | $ 2,085,900 | |
Senior NonCurrent [Member] | ||
Principal Balance | 1,436,700 | |
Accrued Interest | 493,100 | |
Total | $ 1,929,800 |
Convertible Promissory Notes 45
Convertible Promissory Notes and Other Notes Payable (Details 1) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
BurrPilgerMayer [Member] | ||
Principal Balance | $ 90,400 | $ 90,400 |
Accrued Interest | 13,100 | 6,800 |
Total | 103,500 | 97,200 |
Desjardins [Member] | ||
Principal Balance | 156,300 | 178,600 |
Accrued Interest | 24,100 | 14,100 |
Total | 180,400 | 192,700 |
McCarthyTetrault [Member] | ||
Principal Balance | 319,700 | 360,900 |
Accrued Interest | 460,000 | 24,800 |
Total | 365,700 | 385,700 |
MF Note A [Member] | ||
Principal Balance | 918,200 | |
Accrued Interest | 193,200 | |
Total | 1,111,400 | |
MF Note B [Member] | ||
Principal Balance | 1,379,400 | |
Accrued Interest | 333,100 | |
Total | 1,712,500 | |
Univ Health Note [Member] | ||
Principal Balance | 549,500 | |
Accrued Interest | 101,800 | |
Total | 651,300 | |
Service Providers Total [Member] | ||
Principal Balance | 3,413,500 | |
Accrued Interest | 711,300 | |
Total | 4,124,800 | |
Note discount on principal | $ 474,500 | |
Note discount on accrued interest | ||
Note discount, total | $ 474,500 | |
Service Providers After Discount [Member] | ||
Principal Balance | 2,939,000 | 2,628,900 |
Accrued Interest | 711,300 | 389,400 |
Total | 3,650,300 | 3,018,300 |
Service Note Current [Member] | ||
Principal Balance | 3,413,500 | |
Accrued Interest | 711,300 | |
Total | 4,124,800 | |
Service Notes Noncurrent [Member] | ||
Principal Balance | $ 474,500 | |
Accrued Interest | ||
Total | $ 474,500 | |
Insurance Company [Member] | ||
Principal Balance | $ 5,800 | $ 4,900 |
Accrued Interest | ||
Total | $ 5,800 | $ 4,900 |
Vendor [Member] | ||
Principal Balance | 378,300 | 119,400 |
Accrued Interest | 51,500 | 34,700 |
Total | 429,800 | 154,100 |
Vendor Current [Member] | ||
Principal Balance | 378,300 | 119,400 |
Accrued Interest | 51,500 | 34,700 |
Total | 429,800 | 154,100 |
Unrelated Parties [Member] | ||
Principal Balance | 3,856,400 | 1,270,200 |
Accrued Interest | 770,700 | 172,100 |
Total | 4,627,100 | 1,442,300 |
Unrelated Parties Current [Member] | ||
Principal Balance | 3,820,800 | 2,389,900 |
Accrued Interest | 770,700 | 255,800 |
Total | 4,591,500 | 2,645,700 |
Note discount on principal | $ 848,100 | |
Note discount on accrued interest | ||
Note discount, total | $ 848,100 | |
Unrelated Parties Noncurrent [Member] | ||
Principal Balance | $ 35,600 | 1,541,800 |
Accrued Interest | 255,800 | |
Total | $ 35,600 | 1,797,600 |
Note discount on principal | $ 35,600 | |
Note discount on accrued interest | ||
Note discount, total | $ 35,600 | |
M F Note A [Member] | ||
Principal Balance | 918,200 | |
Accrued Interest | 87,900 | |
Total | 1,006,100 | |
M F Note B [Member] | ||
Principal Balance | 1,379,400 | |
Accrued Interest | 195,200 | |
Total | 1,574,600 | |
UniversityHealthNote1 [Member] | ||
Principal Balance | 549,500 | |
Accrued Interest | 60,600 | |
Total | 610,100 | |
Service Provider Notes 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 Providers Current [Member] | ||
Principal Balance | 1,130,100 | |
Accrued Interest | 133,600 | |
Total | 1,263,700 | |
Service Providers Noncurrent [Member] | ||
Principal Balance | 1,498,800 | |
Accrued Interest | 255,800 | |
Total | 1,754,600 | |
Ten Percent Note [Member] | ||
Principal Balance | 3,660,100 | |
Accrued Interest | 427,900 | |
Total | $ 4,088,000 |
Convertible Promissory Notes 46
Convertible Promissory Notes and Other Notes Payable (Details 2) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Cato Note 1 [Member] | ||
Principal Balance | $ 293,600 | $ 293,600 |
Accrued Interest | 55,900 | 30,800 |
Total | 349,500 | 324,400 |
Cato Note 2 [Member] | ||
Principal Balance | 1,009,000 | 1,009,000 |
Accrued Interest | 204,800 | 117,300 |
Total | 1,213,800 | 1,126,300 |
Related Parties Aggregate [Member] | ||
Principal Balance | 1,302,600 | 1,302,600 |
Accrued Interest | 260,700 | 148,100 |
Total | 1,563,300 | 1,450,700 |
Note discount on principal | $ 54,500 | $ 103,200 |
Note discount on accrued interest | ||
Note discount, total | $ 54,500 | $ 103,200 |
Related Parties After Discount [Member] | ||
Principal Balance | 1,248,100 | 1,199,400 |
Accrued Interest | 260,700 | 148,100 |
Total | 1,508,800 | 1,347,500 |
Related Parties Current [Member] | ||
Principal Balance | (1,248,100) | 259,600 |
Accrued Interest | (260,700) | 30,800 |
Total | $ (1,508,800) | 290,400 |
Related Parties Noncurrent [Member] | ||
Principal Balance | 939,800 | |
Accrued Interest | 117,300 | |
Total | $ 1,057,100 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 23, 2015 | Mar. 31, 2015 | |
Warrant shares issued | 240,305 | |
2014 Unit Proceeds [Member] | ||
Warrant shares issued | 282,850 | |
Market price per share | $ 9.28 | |
Exercise price per share | $ 10 | |
Expected term (years) | 2 years 2 months 1 day | |
Risk-free interest rate | 0.62% | |
Volatility | 72.36% | |
Dividend rate | 0.00% | |
Fair Value per share | $ 3.63 | |
Aggregate fair value of unit warrants | $ 1,027,000 | |
Aggregate proceeds of unit sales | 3,133,500 | |
2014 Unit Proceeds [Member] | Unit Stock [Member] | ||
Aggregate proceeds of unit sales | 1,122,400 | |
2014 Unit Proceeds [Member] | Warrant [Member] | ||
Aggregate proceeds of unit sales | 454,200 | |
2014 Unit Proceeds [Member] | Note [Member] | ||
Aggregate proceeds of unit sales | $ 1,556,900 | |
2013 Unit Proceeds [Member] | ||
Warrant shares issued | 100,750 | |
Market price per share | $ 9.01 | |
Exercise price per share | $ 20 | |
Expected term (years) | 2 years 8 months 4 days | |
Risk-free interest rate | 0.58% | |
Volatility | 76.29% | |
Dividend rate | 0.00% | |
Fair Value per share | $ 2.53 | |
Aggregate fair value of unit warrants | $ 254,700 | |
Aggregate proceeds of unit sales | 1,007,500 | |
2013 Unit Proceeds [Member] | Unit Stock [Member] | ||
Aggregate proceeds of unit sales | 415,000 | |
2013 Unit Proceeds [Member] | Warrant [Member] | ||
Aggregate proceeds of unit sales | 111,400 | |
2013 Unit Proceeds [Member] | Note [Member] | ||
Aggregate proceeds of unit sales | $ 481,100 |
Capital Stock (Details 1)
Capital Stock (Details 1) - 12 months ended Mar. 31, 2015 - $ / shares | Total |
Pre-Modification [Member] | |
Market price per share | $ 12.60 |
Exercise price per share | $ 20 |
Risk-free interest rate | 0.44% |
Expected term (years) | 2 years 2 months 1 day |
Volatility | 75.60% |
Dividend rate | 0.00% |
Fair Value per share | $ 3.73 |
Post-Modification [Member] | |
Market price per share | 12.60 |
Exercise price per share | $ 10 |
Risk-free interest rate | 0.62% |
Expected term (years) | 2 years 7 months 2 days |
Volatility | 76.60% |
Dividend rate | 0.00% |
Fair Value per share | $ 6.65 |
PreModification 2 [Member] | |
Market price per share | 8 |
Exercise price per share | $ 23.13 |
Risk-free interest rate | 0.04% |
Expected term (years) | 2 months 27 days |
Volatility | 69.70% |
Dividend rate | 0.00% |
Fair Value per share | $ .22 |
PostModification 2 [Member] | |
Market price per share | 8 |
Exercise price per share | $ 13 |
Risk-free interest rate | 0.31% |
Expected term (years) | 1 year 2 months 27 days |
Volatility | 69.80% |
Dividend rate | 0.00% |
Fair Value per share | $ 1.31 |
PreModification 3 [Member] | |
Market price per share | 10 |
Exercise price per share | $ 31.97 |
Risk-free interest rate | 0.33% |
Expected term (years) | 1 year 4 months 24 days |
Volatility | 74.40% |
Dividend rate | 0.00% |
Fair Value per share | $ 1.08 |
PostModification 3 [Member] | |
Market price per share | 10 |
Exercise price per share | $ 24.68 |
Risk-free interest rate | 0.44% |
Expected term (years) | 2 years 1 month 6 days |
Volatility | 75.80% |
Dividend rate | 0.00% |
Fair Value per share | $ 2.29 |
PreModification4 [Member] | |
Market price per share | 8 |
Exercise price per share | $ 33.49 |
Risk-free interest rate | 0.51% |
Expected term (years) | 2 years 22 days |
Volatility | 73.60% |
Dividend rate | 0.00% |
Fair Value per share | $ .91 |
PostModification4 [Member] | |
Market price per share | 8 |
Exercise price per share | $ 10 |
Risk-free interest rate | 0.57% |
Expected term (years) | 2 years 4 months 2 days |
Volatility | 74.40% |
Dividend rate | 0.00% |
Fair Value per share | $ 2.85 |
Capital Stock (Details 2)
Capital Stock (Details 2) - Mar. 31, 2015 - $ / shares | Total |
Warrants outstanding | |
Shares subject to purchase | 1,544,474 |
Warrant 1 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 10 |
Expirate date range | 1/31/2016 to 1/1/2020 |
Shares subject to purchase | 1,064,683 |
Warrant 2 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 12.80 |
Expirate date range | 3/3/2023 |
Shares subject to purchase | 147,000 |
Warrant 3 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 15 |
Expirate date range | 1/31/2016 to 6/11/2016 |
Shares subject to purchase | 54,477 |
Warrant 4 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 20 |
Expirate date range | 7/30/2016 to 9/30/2017 |
Shares subject to purchase | 186,388 |
Warrant 5 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 30 |
Expirate date range | 2/13/2016 to 3/4/2018 |
Shares subject to purchase | 69,426 |
Warrant 6 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 40 |
Expirate date range | 9/15/2017 |
Shares subject to purchase | 21,250 |
Warrant 7 [Member] | |
Warrants outstanding | |
Exercise price per share | $ 60 |
Expirate date range | 2/13/2016 |
Shares subject to purchase | 1,250 |
Capital Stock (Details 3)
Capital Stock (Details 3) | Mar. 31, 2014shares |
Capital Stock Details 3 | |
Upon exchange of all shares of Series A Preferred Stock currently issued and outstanding | 750,000 |
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 | 375,000 |
110% of shares issuable upon conversion of 10% senior secured convertible notes (2) | 563,871 |
Pursuant to warrants to purchase common stock: | |
Subject to outstanding warrants | 1,544,474 |
Issuable pursuant to accrued interest through maturity on outstanding promissory notes issued to Morrison & Foerster, Cato Research Ltd., and University Health Network | 33,612 |
Pursuant to warrants to purchase common stock, total | 1,578,086 |
Pursuant to stock incentive plans: | |
Subject to outstanding options under the 2008 and 1999 Stock Incentive Plans | 207,638 |
Available for future grants under the 2008 Stock Incentive Plan | 40,491 |
Pursuant to stock incentive plans, total | 248,129 |
For additional issuances under the 2014 Private Placement of Units and upon conversion of notes and accrued interest issued to the 2013/ Private Placement of Units and 2014 Private Placement of Units | 807,800 |
Total | 4,322,886 |
Research and Development Expe51
Research and Development Expenses (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Research and Development [Abstract] | ||||||||||
Research and development expenses | $ 956,000 | $ 445,000 | $ 558,000 | $ 474,000 | $ 566,000 | $ 551,000 | $ 669,000 | $ 695,000 | $ 2,433,000 | $ 2,481,000 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Taxes Details | ||
Computed expected tax benefit | (34.00%) | (34.00%) |
Tax effect of Warrant Liabilitiy mark to market | (0.10%) | 41.50% |
Losses not benefitted | 34.00% | (7.50%) |
Other | 0.10% | 0.10% |
Income tax expense | 0.00% | 10.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Income Taxes Details 1 | ||
Net operating loss carry-forwards | $ 23,054 | $ 19,733 |
Basis differences in fixed assets | 24 | 37 |
Accruals and reserves | 2,694 | 1,383 |
Total deferred tax assets, net | 25,772 | 21,153 |
Valuation allowance | $ (25,772) | $ (21,153) |
Net deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance increase | $ 4,619,000 | $ 2,126,000 |
U.S. federal net operating loss carryforwards | 58,700,000 | |
state net operating loss carryforwards | $ 53,100,000 |
Licensing and Collaborative A55
Licensing and Collaborative Agreements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||
Oct. 31, 2012 | Jun. 23, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2011 | Mar. 31, 2008 | |
Promissory note issuance | $ 280,000 | ||||||
Warrant issued with promissory note | 240,305 | ||||||
Research and development expenses | $ 2,432,700 | $ 2,480,600 | |||||
UHN [Member] | |||||||
Promissory note issuance | $ 549,500 | ||||||
Award upon agreed milestones | 3,900,000 | ||||||
US NIH [Member] | |||||||
Grant revenue | $ 4,600,000 | $ 4,200,000 | |||||
Cato [Member] | |||||||
Promissory note issuance | $ 1,009,000 | ||||||
Warrant issued with promissory note | 50,450 | ||||||
Research and development expenses | $ 38,100 | $ 52,000 |
Stock Option Plans and 401(k)56
Stock Option Plans and 401(k) Plan (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Total stock-based compensation expense | $ 2,460,100 | $ 1,137,300 |
Research and Development Expense [Member] | ||
Stock option grants | 176,200 | $ 296,900 |
Fully-vested warrants granted to officer and consultants | 527,500 | |
Warrants granted to officer | 145,100 | $ 156,500 |
Total research and development expense related to stock-based compensation expense | 848,800 | 453,400 |
General and Administrative Expense [Member] | ||
Stock option grants | 98,800 | $ 385,100 |
Fully-vested warrants granted to officer and consultants | 1,229,400 | |
Warrants granted to officer | 283,100 | $ 298,800 |
Total research and development expense related to stock-based compensation expense | $ 1,611,300 | $ 683,900 |
Stock Option Plans and 401(k)57
Stock Option Plans and 401(k) Plan (Details 1) - Mar. 31, 2014 - $ / shares | Total |
Minimum [Member] | |
Exercise price | $ 8 |
Market price on date of grant | $ 8 |
Risk-free interest rate | 1.08% |
Expected (years) | 6 years 3 months |
Volatility | 87.90% |
Fair value per share at grant date | $ 6.38 |
Maximum [Member] | |
Exercise price | 16.40 |
Market price on date of grant | $ 16.40 |
Risk-free interest rate | 2.53% |
Expected (years) | 10 years |
Volatility | 103.20% |
Fair value per share at grant date | $ 13.63 |
Stock Option Plans and 401(k)58
Stock Option Plans and 401(k) Plan (Details 2) - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Number of Shares | ||
Options outstanding at beginning of period | 212,486 | 245,653 |
Options granted | 19,050 | |
Options exercised | ||
Options forfeited | 2,001 | 3,954 |
Options expired | 2,847 | 48,263 |
Options outstanding at end of period | 207,638 | 212,486 |
Options exercisable at end of period | 199,013 | 182,775 |
Weighted Average Exercise Price | ||
Weighted average exercise price, Options outstanding at beginning of period | $ 10.09 | $ 26.43 |
Options granted | $ 10.89 | |
Options exercised | ||
Options forfeited | $ 9.25 | $ 27.22 |
Options expired | 10.56 | 23.94 |
Weighted average exercise price, Options outstanding at end of period | 10.09 | 10.09 |
Weighted average exercise price, Options exercisable at end of period | $ 10.09 | 10.06 |
Weighted average grant-date fair value of options granted during the period | $ 8.36 |
Stock Option Plans and 401(k)59
Stock Option Plans and 401(k) Plan (Details 3) - 12 months ended Mar. 31, 2015 - $ / shares | Total |
Options outstanding at end of period | 207,638 |
Weighted Average Remaining Years until Expiration | 5 years 6 months 3 days |
Weighted average exercise price, Options outstanding at end of period | $ 10.09 |
Options exercisable at end of period | 199,013 |
Weighted average exercise price, Options exercisable at end of period | $ 10.09 |
$8.00 [Member] | |
Weighted Average Remaining Years until Expiration | 7 years 6 months 9 days |
$10.00 [Member] | |
Weighted Average Remaining Years until Expiration | 4 years 10 months 17 days |
$14.40 to $36.00 [Member] | |
Weighted Average Remaining Years until Expiration | 4 years 7 months 20 days |
Stock Option Plans and 401(k)60
Stock Option Plans and 401(k) Plan (Details Narrative) - Mar. 31, 2015 - USD ($) | Total |
Shares remaining for grant under 2008 Plan | 40,491 |
Quoted market price of common stock | $ 10 |
Aggregate intrinsic value of outstanding options | $ 99,200 |
Aggregate intrinsic value related to exercisable options | 92,900 |
Unrecognized compensation cost | 71,700 |
Unrecognized compensation cost related to unvested warrant grants | $ 27,000 |
Stock Plan 2008 [Member] | |
Maximum number of shares granted | 250,000 |
Maximum term of 10% or more owners | 5 years |
Maximum term of any other owner | 10 years |
Modification options | 196,213 |
Modification charge of options to certain employees | $ 252,000 |
Stock Plan 1999 [Member] | |
Maximum number of shares granted | 45,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 23, 2015 | Dec. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Proceeds from short-term loan | $ 64,000 | |||
Incurred expenses on research and subsequent other projects | $ 2,432,700 | 2,480,600 | ||
Promissory note issuance | $ 280,000 | |||
Warrant issued with promissory note | 240,305 | |||
Estimate accrued of gross-up amount | 101,900 | 101,900 | ||
Officer [Member] | ||||
Proceeds from short-term loan | $ 64,000 | |||
Promissory note issuance | $ 103,400 | |||
Warrant issued with promissory note | 6,320 | |||
Repayment of promissory note | $ 50,000 | |||
CBV Note [Member] | ||||
Interest rate on note | 7.50% | |||
Promissory note issuance | $ 310,400 | |||
Warrant issued with promissory note | 12,500 | |||
Warrant price | $ 30 | |||
CRL Note [Member] | ||||
Interest rate on note | 7.50% | |||
Total interest expense | $ 174,800 | 167,900 | ||
Incurred expenses on research and subsequent other projects | 38,100 | $ 52,000 | ||
Promissory note issuance | $ 1,009,000 | |||
Warrant issued with promissory note | 50,450 | |||
Warrant price | $ 20 |
Commitments, Contingencies, G62
Commitments, Contingencies, Guarantees and Indemnifications (Details) - USD ($) | Mar. 31, 2014 | Mar. 31, 2013 |
Capital lease obligations | ||
Leased laboratory equipment | $ 19,000 | |
Leased office equipment | $ 4,500 | 4,500 |
Total lease obligations | 4,500 | 23,500 |
Accumulated amortization | (2,500) | (11,100) |
Leased laboratory and computer equipment, net | $ 2,000 | $ 12,400 |
Commitments, Contingencies, G63
Commitments, Contingencies, Guarantees and Indemnifications (Details 1) | Mar. 31, 2014USD ($) |
Future minimum payment, capital leases, Equipment | |
Lease payment 2016 | $ 1,200 |
Lease payment 2017 | 1,200 |
Lease payment 2018 | 100 |
Future minimum lease payments | 2,500 |
Less imputed interest included in minimum lease payments | (400) |
Present value of minimum lease payments | 2,100 |
Less current portion | (1,000) |
Non-current capital lease obligation | $ 1,100 |
Commitments, Contingencies, G64
Commitments, Contingencies, Guarantees and Indemnifications (Details 2) | Mar. 31, 2014USD ($) |
Future minimum payments, principal | |
2,016 | $ 264,000 |
2,017 | 277,100 |
2,018 | 93,800 |
Total | $ 634,900 |
Commitments, Contingencies, G65
Commitments, Contingencies, Guarantees and Indemnifications (Details 3) | Mar. 31, 2015USD ($) |
Future minimum principal payments related to long-term debt: | |
2,016 | $ 2,185,700 |
2,017 | 9,800 |
2,018 | 10,500 |
2,019 | 11,300 |
Thereafter through June 2019 | 4,000 |
Total | $ 2,221,300 |
Commitments, Contingencies, G66
Commitments, Contingencies, Guarantees and Indemnifications (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Facility rent expense | $ 337,000 | $ 284,100 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 23, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Proceeds from private placement | $ 280,000 | ||
Note issued | 280,000 | ||
Preferred shares authorized | 10,000,000 | 10,000,000 | |
Debt converted to preferred stock | 4,500,000 | ||
Unit note converted to preferred stock | $ 1,300,000 | ||
Warrants issued | 240,305 | ||
Purchase of notes amount | $ 1,500,000 | ||
Preferred shares issued pursuant to note purchase | 265,699 | ||
Warrants issued pursuant to note purchase | 265,699 | ||
Securities purchase agreement | $ 1,000,000 | ||
Shares issued upon consideration | 400,000 | ||
Warrants issued upon consideration | 1,200,000 | ||
Common stock exchanged for preferred | 30,000 | ||
Series B Preferred | |||
Preferred shares authorized | 4,000,000 | ||
Preferred conversion price per share | $ 7 | ||
Dividend rate | 10.00% | ||
Preferred stock issued for conversion of debt | 641,335 | ||
Preferred stock issued for conversion of note | 240,305 | ||
Warrant exercise price | $ 7 | ||
Securities purchase agreement, shares | 142,857 |
Supplemental Financial Inform68
Supplemental Financial Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | |
Supplemental Financial Information Details | ||||||||||
Revenues | ||||||||||
Operating expenses: | ||||||||||
Research and development | $ 956,000 | $ 445,000 | $ 558,000 | $ 474,000 | $ 566,000 | $ 551,000 | $ 669,000 | $ 695,000 | $ 2,433,000 | $ 2,481,000 |
General and administrative | 2,320,000 | 671,000 | 556,000 | 797,000 | 500,000 | 897,000 | 546,000 | 605,000 | 4,344,400 | 2,548,300 |
Total operating expenses | 3,276,000 | 1,116,000 | 1,114,000 | 1,271,000 | 1,066,000 | 1,448,000 | 1,215,000 | 1,300,000 | 6,777,100 | 5,028,900 |
Loss from operations | (3,276,000) | (1,116,000) | (1,114,000) | (1,271,000) | (1,066,000) | (1,448,000) | (1,215,000) | (1,300,000) | (6,777,100) | (5,028,900) |
Other expenses, net: | ||||||||||
Interest expense, net | (2,366,000) | (792,000) | (606,000) | (785,000) | (503,000) | (361,000) | (323,000) | (316,000) | 4,548,700 | 1,503,000 |
Change in warrant liabilities | (563,000) | $ 953,000 | 1,302,000 | (1,727,000) | (257,000) | 1,940,000 | 79,000 | 1,805,000 | (34,600) | $ 3,566,900 |
Loss on extinguishment of debt | $ (17,000) | $ (1,603,000) | $ (768,000) | (2,388,000) | ||||||
Other expense, net | $ (135,000) | (135,000) | ||||||||
Income (loss) before income taxes | $ (6,222,000) | $ (1,090,000) | $ (2,021,000) | $ (4,551,000) | $ (1,826,000) | $ 131,000 | $ (1,459,000) | 189,000 | (13,883,400) | $ (2,965,000) |
Income taxes | (2,000) | (3,000) | 2,400 | 2,700 | ||||||
Net income (loss) | $ (6,222,000) | $ (1,090,000) | $ (2,021,000) | $ (4,553,000) | $ (1,826,000) | $ 131,000 | $ (1,459,000) | $ 186,000 | $ (13,885,800) | $ (2,967,700) |
Basic net loss per common share | $ (4.24) | $ (0.84) | $ (1.58) | $ (3.70) | $ (1.57) | $ 0.12 | $ (1.35) | $ 0.18 | $ (10.53) | $ (2.70) |
Diluted net loss per common share | $ (4.24) | $ (1.08) | $ (1.90) | $ (3.70) | $ (1.57) | $ (0.44) | $ (1.37) | $ (0.44) | $ (10.61) | $ (3.81) |
Weighted average shares used in computing: | ||||||||||
Basic net income (loss) per common share | 1,466,386 | 1,302,300 | 1,279,251 | 1,229,488 | 1,162,636 | 1,110,529 | 1,081,529 | 1,042,081 | 1,318,797 | 1,098,742 |
Diluted net loss per common share | 1,466,386 | 1,302,300 | 1,299,099 | 1,229,488 | 1,162,636 | 1,110,529 | 1,128,152 | 1,061,544 | 1,318,797 | 1,099,216 |
Supplemental Financial Inform69
Supplemental Financial Information (Details Narrative) | Mar. 31, 2014shares |
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 |