Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Feb. 12, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | VistaGen Therapeutics, Inc. | |
Entity Central Index Key | 1,411,685 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 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 Common Stock, Shares Outstanding | 2,272,406 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,158,400 | $ 70,000 |
Prepaid expenses and other current assets | 728,300 | 35,700 |
Total current assets | 1,886,700 | 105,700 |
Property and equipment, net | 78,600 | 117,100 |
Security deposits and other assets | 46,900 | 46,900 |
Total assets | 2,012,200 | 269,700 |
Current liabilities: | ||
Accounts payable | 1,097,600 | 2,251,100 |
Accrued expenses | $ 929,100 | 1,206,500 |
Current maturities of senior secured convertible promissory notes and accrued interest | 4,146,100 | |
Current portion of notes payable, net of discount of $0 at December 31, 2015 and $474,500 at March 31, 2015, and accrued interest | $ 73,800 | 4,117,000 |
Current portion of notes payable to related parties, net of discount of $0 at December 31, 2015 and $54,500 at March 31, 2015, and accrued interest | 1,508,800 | |
Convertible promissory notes and accrued interest, net of discount of $0 at December 31, 2015 and $180,000 at March 31, 2015, respectively | 4,157,600 | |
Capital lease obligations | $ 1,100 | 1,000 |
Total current liabilities | $ 2,101,600 | 17,388,100 |
Non-current liabilities: | ||
Senior secured convertible promissory notes and accrued interest | 296,200 | |
Notes payable | $ 29,300 | 35,600 |
Warrant liability | $ 3,008,500 | |
Accrued dividends on Series B Preferred Stock | $ 1,415,800 | |
Deferred rent liability | 63,500 | $ 83,000 |
Capital lease obligations | 300 | 1,100 |
Total non-current liabilities | 1,508,900 | 3,424,400 |
Total liabilities | 3,610,500 | 20,812,500 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 30,000,000 shares and 10,000,000 shares authorized at December 31, 2015 and March 31, 2015, respectively; 1,965,170 shares and 1,677,110 shares issued at December 31, 2015 and March 31, 2015 respectively | 2,000 | 1,700 |
Additional paid-in capital | 125,605,200 | 67,945,800 |
Treasury stock, at cost, 135,665 shares of common stock held at December 31, 2015 and March 31, 2015, respectively | (3,968,100) | (3,968,100) |
Accumulated deficit | (123,241,500) | (84,522,700) |
Total stockholders' deficit | (1,598,300) | (20,542,800) |
Total liabilities and stockholders' deficit | 2,012,200 | 269,700 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2015 and March 31, 2015: Series A Preferred, 500,000 shares authorized and outstanding at December 31, 2015 and March 31, 2015; Series B Preferred, 4,000,000 shares and no shares authorized at December 31, 2015 and March 31, 2015, respectively; 3,588,863 shares and no shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively | 500 | $ 500 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2015 and March 31, 2015: Series A Preferred, 500,000 shares authorized and outstanding at December 31, 2015 and March 31, 2015; Series B Preferred, 4,000,000 shares and no shares authorized at December 31, 2015 and March 31, 2015, respectively; 3,588,863 shares and no shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively | $ 3,600 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Current liabilities: | ||
Current portion of notes payable, net of discount | $ 0 | $ 474,500 |
Current portion of notes payable to related parties, net of discount | 0 | 54,500 |
Convertible promissory notes and accrued interest | $ 0 | $ 180,000 |
Stockholders deficit: | ||
Preferred Stock, par value | $ 0.001 | $ .001 |
Preferred Stock, Authorized | 10,000,000 | 10,000,000 |
PreferredStock, SharesOutstanding | ||
Common Stock, Par Value Par Share | $ 0.001 | $ .001 |
Common Stock, Shares Authorized | 30,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 1,965,170 | 1,677,110 |
Treasury Stock, Shares | 135,665 | 135,665 |
Series A Preferred Stock [Member] | ||
Stockholders deficit: | ||
Preferred Stock, Authorized | 500,000 | 500,000 |
PreferredStock, SharesOutstanding | 500,000 | 500,000 |
Series B Preferred Stock [Member] | ||
Stockholders deficit: | ||
Preferred Stock, Authorized | 4,000,000 | |
PreferredStock, SharesOutstanding | 3,588,863 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | ||||
Research and development | $ 806,300 | $ 445,400 | $ 2,835,000 | $ 1,476,600 |
General and administrative | 1,335,500 | 671,300 | 6,514,500 | 2,024,600 |
Total operating expenses | 2,141,800 | 1,116,700 | 9,349,500 | 3,501,200 |
Loss from operations | (2,141,800) | (1,116,700) | (9,349,500) | (3,501,200) |
Other expenses, net: | ||||
Interest expense, net | $ (2,500) | (792,400) | (769,800) | (2,182,900) |
Change in warrant liability | $ 953,700 | (1,894,700) | 528,300 | |
Loss on extinguishment of debt | (26,700,200) | (2,371,400) | ||
Other expense | $ (2,300) | $ (134,900) | (2,300) | (134,900) |
Loss before income taxes | $ (2,146,600) | $ (1,090,300) | (38,716,500) | (7,662,100) |
Income taxes | (2,300) | (2,400) | ||
Net loss and comprehensive loss | $ (2,146,600) | $ (1,090,300) | (38,718,800) | $ (7,664,500) |
Accrued dividends on Series B Preferred stock | (631,300) | (1,459,300) | ||
Deemed dividend on Series B Preferred Units | (668,700) | (1,811,800) | ||
Net loss attributable to common stockholders | $ (3,446,600) | $ (1,090,300) | $ (41,989,900) | $ (7,664,500) |
Basic net loss attributable to common stockholders per common share | $ (1.95) | $ (0.84) | $ (25.45) | $ (6.03) |
Diluted net loss attributable to common stockholders per common share | $ (1.95) | $ (1.08) | $ (25.45) | $ (6.14) |
Weighted average shares used in computing basic net loss attributable to common stockholders per common share | 1,765,641 | 1,302,300 | 1,650,160 | 1,270,495 |
Weighted average shares used in computing diluted net loss attributable to common stockholders per common share | 1,765,641 | 1,302,300 | 1,650,160 | 1,288,674 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (38,718,800) | $ (7,664,500) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 40,800 | 39,200 |
Amortization of discounts on convertible and promissory notes | 564,800 | 1,294,700 |
Change in warrant liability | 1,894,700 | (528,300) |
Stock-based compensation | 3,868,300 | $ 564,000 |
Expense related to modification of warrants | 614,900 | |
Non-cash rent expense | $ (19,500) | $ (9,700) |
Interest income on note receivable for common stock purchase | 2,800 | |
Loss on settlement of note receivable for common stock purchase | 134,900 | |
Fair value of common stock granted for services | $ 606,300 | $ 134,000 |
Fair value of Series B Preferred stock granted for services | 1,045,000 | |
Fair value of warrants granted for services and interest | 111,200 | $ 38,700 |
Foreign currency transaction gain | (6,400) | (22,000) |
Loss on extinguishment of debt | 26,700,200 | $ 2,371,400 |
Loss on disposition of fixed assets | 2,300 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 61,800 | $ 74,300 |
Accounts payable and accrued expenses, including accrued interest | (264,500) | 1,696,100 |
Net cash used in operating activities | (3,498,900) | $ (1,874,400) |
Cash flows from investing activities: | ||
Purchases of equipment, net | (4,600) | |
Net cash used in investing activities | (4,600) | |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock and warrants, including Units | 280,000 | $ 2,128,200 |
Net proceeds from issuance of Series B Preferred Units | 4,397,800 | |
Repayment of capital lease obligations | (700) | $ (3,700) |
Repayment of notes | (85,200) | (236,900) |
Net cash provided by financing activities | 4,591,900 | 1,887,600 |
Net increase in cash and cash equivalents | 1,088,400 | $ 13,200 |
Cash and cash equivalents at beginning of period | 70,000 | |
Cash and cash equivalents at end of period | 1,158,400 | $ 13,200 |
Supplemental disclosure of noncash activites: | ||
Senior Secured Notes, 2014 Unit Notes, other promissory notes and related accrued interest, and accounts payable, including conversion premiums, converted into Series B Preferred stock | $ 18,891,400 |
Description of Business
Description of Business | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Description of Business | Overview VistaGen Therapeutics, Inc. (OTCQB: VSTA), a Nevada corporation, is a clinical-stage biopharmaceutical company committed to developing and commercializing innovative product candidates for patients with diseases and disorders involving the central nervous system ( CNS www.vistagen.com VistaGen Therapeutics, Inc. VistaGen we the Company us our Our lead drug candidate, AV-101, is a new generation, orally available prodrug candidate in Phase 2A development, initially for the adjunctive treatment of Major Depressive Disorder ( MDD NMDAR GlyB FDA NIMH CRADA We believe AV-101 has therapeutic potential in multiple additional CNS indications, including neuropathic pain and epilepsy, and in neurodegenerative diseases such as Parkinsons disease and Huntingtons disease. In addition to our focus on CNS and neurology, we are applying our proprietary, human pluripotent stem cell ( hPSC NCEs RM AV-101 and Major Depressive Disorder Background The World Health Organization estimates that 350 million people worldwide are affected by depression. According to the U.S. National Institutes of Health ( NIH CDC Unfortunately, millions of depression sufferers (more than 30%) do not benefit from initial treatment with standard antidepressants, generally a selective serotonin reuptake inhibitor ( SSRI SNRI AV-101 AV-101, our orally available prodrug candidate, is in Phase 2 clinical development, initially for the adjunctive treatment of MDD patients with an inadequate response to standard antidepressant therapies. As published in the October 2015 issue of the peer-reviewed, Journal of Pharmacology and Experimental Therapeutics, The prodrug 4-chlorokynurenine causes ketamine-like antidepressant effects, but not side effects, by NMDA/glycineB-site inhibition, Following two successful randomized, double-blind, placebo-controlled Phase 1A and Phase 1B safety studies funded by the NIH, we are now collaborating with the NIMH on a Phase 2A efficacy and safety study of AV-101 in subjects with treatment-resistant MDD. This NIMH-funded Phase 2A study began in late-2015, and is expected to enroll from 24 to 28 patients. As noted above, Dr. Carlos Zarate, Jr. of the NIMH is the Principal Investigator of the study. Preclinical studies also support the hypothesis that AV-101 has the potential to treat several additional CNS disorders and neurodegenerative diseases, including chronic neuropathic pain, epilepsy, Parkinsons disease and Huntingtons disease, where modulation of the NMDAR or active metabolites of AV-101 may have therapeutic benefit. NCE Drug Rescue and Regenerative Medicine Our drug rescue programs involve using CardioSafe , in vitro Our current interests in the regenerative medicine arena include collaborative nonclinical proof of concept studies with academic research partners to explore potential regenerative medicine applications involving hPSC-derived blood, bone, cartilage, heart, and liver cells. Subsidiaries and Stock Consolidation VistaGen Therapeutics, Inc., a California corporation ( VistaGen California Effective August 14, 2014, we consummated a 1-for-20 reverse split of our authorized, and issued and outstanding shares of common stock ( Stock Consolidation |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Basis of Presentation and Going Concern | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP The accompanying unaudited Condensed Consolidated Financial Statements and notes to Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the fiscal year ended March 31, 2015 contained in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ( SEC The accompanying Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. As an entity having not yet achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $123.2 million accumulated from inception in May 1998 through December 31, 2015. We expect losses and negative cash flows from operations to continue for the foreseeable future as we continue to develop AV-101 for Major Depressive Disorder and additional CNS indications, and engage in drug rescue, drug development and exploratory regenerative medicine programs. Since our inception in May 1998 through December 31, 2015, we have financed our operations through (1) the issuance and sale of our common stock, preferred stock, warrants for common stock, and promissory notes for aggregate cash proceeds of approximately $33.8 million; (2) issuance of common stock and preferred stock with an approximate value at issuance of $28.9 million as consideration for, among other things, technology license fees and patent prosecution, sponsored research, contract research, drug development, drug manufacturing, U.S. and foreign regulatory services, as well as legal, corporate development and financial advisory services; and (3) receipt of aggregate non-dilutive cash proceeds of approximately $16.4 million from government research and development grant awards and strategic collaboration transactions. As described more completely in Note 7, Convertible Promissory Notes and other Notes Payable Capital Stock Series B Preferred Platinum Subsequent Events At December 31, 2015, we did not have sufficient cash and cash equivalents to enable us to fund our planned operations over the next twelve months, including expected cash expenditures of approximately $6.0 million. In August 2015, we entered into an agreement with Platinum ( August 2015 Agreement Series B Units Subsequent Events CRADA NIMH 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, including those relating to AV-101, and we may not be able to continue as a going concern. The accompanying Condensed 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 | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Summary of Significant Accounting Policies | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those relating to share-based compensation, and assumptions that have been used to value warrants, warrant modifications, warrant liabilities. We do not currently have, nor have we had during the periods covered by this report, any arrangements requiring the recognition of revenue. 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 nonclinical and clinical development of AV-101, now in Phase 2 clinical development, initially for Major Depressive Disorder, stem cell technology-related research and development costs, and costs related to the filing, maintenance and prosecution of patents and patent applications. All such costs are charged to expense as incurred. Stock-Based Compensation We recognize compensation cost for all stock-based awards to employees or consultants based on the grant date fair value of the award. Non-cash, stock-based compensation expense is recognized over the period during which the employee or consultant is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have no 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. The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2015 and 2014. Three Months Ended Nine Months Ended December 31, December 31, 2015 2014 2015 2014 Research and development expense: Stock option grants $ 71,300 $ 30,000 $ 118,700 $ 156,100 Warrants granted to officer in March 2014 and March 2013 2,800 36,300 8,500 108,900 Warrants granted to officer in September 2015 - - 852,200 - 74,100 66,300 979,400 265,000 General and administrative expense: Stock option grants 20,400 18,600 36,500 86,700 Warrants granted to officers and directors in March 2014 and March 2013 3,900 70,700 11,700 212,300 Warrants granted to officers, directors and consultants in September 2015 - - 2,840,700 - 24,300 89,300 2,888,900 299,000 Total stock-based compensation expense $ 98,400 $ 155,600 $ 3,868,300 $ 564,000 During September 2015, we granted options to purchase an aggregate of 90,000 shares of our common stock at an exercise price of $9.25 per share to our non-officer employees and certain strategic consultants. We did not grant stock options to any of our employees or strategic consultants during the nine months ended December 31, 2014. At December 31, 2015, there were stock options outstanding to purchase 296,738 shares of our common stock at a weighted average exercise price of $9.83 per share. During September 2015, we also granted immediately vested warrants to purchase an aggregate of 650,000 shares of our common stock to our executive officers, independent members of our Board of Directors and certain strategic consultants. We valued the warrants and options granted in September 2015 using the Black-Scholes Option Pricing Model and the following assumptions: Assumption: Warrants Employee Options Non-employee Options Market price per share at grant date $ 9.11 $ 9.11 $ 9.11 Exercise price per share $ 9.25 $ 9.25 $ 9.25 Risk-free interest rate 1.52 % 2.02 % 2.20 % Contractual or estimated term in years 5.00 6.25 10.00 Volatility 77.19 % 79.48 % 103.42 % Dividend rate 0.0 % 0.0% % 0.0 % Shares 650,000 60,000 30,000 Fair Value per share $ 5.68 $ 6.35 $ 8.27 Warrant Liability Between October 2012 and July 2013, we issued to Platinum warrants to purchase an aggregate of 176,129 unregistered shares of our common stock and, subject to Platinums exercise of its rights to exchange shares of our Series A Preferred Stock that it holds, we are obligated to issue to Platinum an additional warrant to purchase 375,000 unregistered shares of common stock (the Series A Preferred Exchange Warrant Platinum Warrants As described more completely in Note 8, Capital Stock As described more completely in Note 10, Subsequent Events Series C Preferred 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. Income (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 have historically adjusted the numerator for the change in the fair value of the warrant liability attributable to outstanding warrants, only if dilutive, and increased the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. The change in the fair value of the warrant liability had an impact on the diluted earnings per share calculation in both the three and nine month periods ended December 31, 2014, but in no other periods included in these Condensed Consolidated Financial Statements, as indicated in the table below: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Numerator: Net loss attributable to common stockholders for basic earnings per share $ (3,446,600 ) $ (1,090,300 ) $ (41,989,900 ) $ (7,664,500 ) less: change in fair value of warrant liability attributable to outstanding warrants issued to Platinum - (314,900 ) - (251,500 ) Net loss for diluted earnings per share attributable to common stockholders $ (3,446,600 ) $ (1,405,200 ) $ (41,989,900 ) $ (7,916,000 ) Denominator: Weighted average basic common shares outstanding 1,765,641 1,302,300 1,650,160 1,270,495 Assumed conversion of dilutive securities: Warrants to purchase common stock - - - 18,179 Potentially dilutive common shares assumed converted - - - 18,179 Denominator for diluted earnings per share - adjusted weighted average shares 1,765,641 1,302,300 1,650,160 1,288,674 Basic net loss attributable to common stockholders per common share $ (1.95 ) $ (0.84 ) $ (25.45 ) $ (6.03 ) Diluted net loss attributable to common stockholders per common share $ (1.95 ) $ (1.08 ) $ (25.45 ) $ (6.14 ) As a result of our net loss for the periods presented, potentially dilutive securities were excluded from the computation, as their effect would be antidilutive. For the three month and nine month periods ended December 31, 2015, the accrual for dividends on our Series B Preferred and the deemed dividend attributable to the issuance of our Series B Preferred Units represent deductions from our net loss to arrive at net loss attributable to common stockholders for those periods. Potentially dilutive securities excluded in determining diluted net loss per common share are as follows: As of December 31, 2015 2014 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 3,588,863 - 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, as subsequently amended 535,715 375,000 Outstanding options under the 2008 and 1999 Stock Incentive Plans 296,738 207,768 Outstanding warrants to purchase common stock 4,971,497 999,840 10% Senior Secured Convertible Notes issued to Platinum between October 2012 and July 2013, including accrued interest through December 31, 2014 - 433,311 10% convertible notes issued as a component of Unit Private Placements, including accrued interest through December 31, 2014 - 322,091 Total 10,142,813 3,088,010 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum, as amended (2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015 Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2015, as compared to the recent accounting pronouncements described in the Companys Form 10-K for the fiscal year ended March 31, 2015, that are of significance or potential significance to the Company. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Measurements | We follow the principles of fair value accounting as they relate to our financial assets and financial liabilities. The required fair value hierarchy that prioritizes observable and unobservable inputs used to measure and classify fair value into three broad levels is described as follows: Level 1 Level 2 Level 3 i.e., We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. In conjunction with the issuance to Platinum of the Senior Secured Convertible Promissory Notes and Platinum Warrants between October 2012 and July 2013, and the potential issuance of the Series A Preferred Exchange Warrant pursuant to Platinums exchange of the Series A Preferred stock that it holds into shares of our common stock, we determined that the Platinum Warrants included certain exercise price adjustment features that required the warrants to be treated as non-cash liabilities and recorded at their estimated fair value. Prior to their amendment in May 2015, as described below, we determined the initial fair value and subsequent fair value measurements of the warrant liability using a Monte Carlo simulation model with Level 3 inputs or the Black-Scholes Option Pricing model. Inputs used to determine fair value included the remaining contractual term of the Platinum Warrants, risk-free interest rates, expected volatility of the price of the underlying common stock, and the probability of a financing transaction or other equity issuance that would trigger a reset in the exercise price of the Platinum Warrants, and, in the case of the Series A Preferred Exchange Warrant, the probability of Platinums exchange of the shares of Series A preferred stock it holds into shares of common stock. As described more completely in Note 8, Capital Stock The fair value hierarchy for the warrant liability which had been measured at fair value on a recurring basis is as follows: Fair Value Measurements at Reporting Date Using Total Carrying Quoted Prices inActive Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Value (Level 1) (Level 2) (Level 3) December 31, 2015: Warrant liability $ - $ - $ - $ - March 31, 2015: Warrant liability $ 3,008,500 $ - $ - $ 3,008,500 During the nine month period ended December 31, 2015, there was no significant change 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, 2015 $ 3,008,500 Mark to market loss included in net loss 1,894,700 Elimination of liability upon modification of warrants (4,903,200 ) Balance at December 31, 2015 $ - We carried no assets or other liabilities at fair value at December 31, 2015 or March 31, 2015. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets are composed of the following at December 31, 2015 and March 31, 2015: December 31, March 31, 2015 2015 Insurance $ 51,600 $ 27,300 Prepaid compensation under financial advisory and other consulting agreements 675,000 - Legal fees - 3,400 Technology license fees and all other 1,700 5,000 $ 728,300 $ 35,700 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Accrued Expenses | Accrued expenses are composed of the following at December 31, 2015 and March 31, 2015: December 31, March 31, 2015 2015 Accrued professional services $ 367,000 $ 213,800 Accrued compensation 561,100 990,700 All other 1,000 2,000 $ 929,100 $ 1,206,500 |
Convertible Promissory Notes an
Convertible Promissory Notes and Other Notes Payable | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Convertible Promissory Notes and Other Notes Payable | The following table summarizes our secured and unsecured convertible promissory notes and other notes payable at December 31, 2015 and March 31, 2 015. December 31, 2015 March 31, 2015 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total Senior Secured 10% Convertible Promissory Notes issued to Platinum: Total Senior notes issued between October 11, 2012 and July 23, 2013 $ - $ - $ - $ 3,522,600 $ 919,700 $ 4,442,300 less: current portion - - - (3,272,600 ) (873,500 ) (4,146,100 ) Senior notes - non-current portion $ - $ - $ - $ 250,000 $ 46,200 $ 296,200 10% Convertible Promissory Notes (Unit Notes) 2014 Unit Notes, including amended notes, due 3/31/15 $ - $ - $ - $ 4,066,900 $ 270,700 $ 4,337,600 Note discounts - - - (180,000 ) - (180,000 ) Net convertible notes (all current at March 31, 2015) $ - $ - $ - $ 3,886,900 $ 270,700 $ 4,157,600 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 Desjardins - - - 156,300 24,100 180,400 McCarthy Tetrault - - - 319,700 46,000 365,700 August 2012 Morrison & Foerster Note A - - - 918,200 193,200 1,111,400 August 2012 Morrison & Foerster Note B - - - 1,379,400 333,100 1,712,500 University Health Network - - - 549,500 101,800 651,300 - - - 3,413,500 711,300 4,124,800 Note discount - - - (474,500 ) - (474,500 ) - - - 2,939,000 711,300 3,650,300 less: current portion (and discount at March 31, 2015) - - - (2,939,000 ) (711,300 ) (3,650,300 ) non-current portion and discount $ - $ - $ - $ - $ - $ - 5.67% and 10.25% Notes payable to insurance premium financing company (current) $ - $ - $ - $ 5,800 $ - $ 5,800 10% Notes payable to vendors for accounts payable converted to notes payable $ 26,300 $ 7,000 $ 33,300 $ 378,300 $ 51,500 $ 429,800 less: current portion (26,300 ) (7,000 ) (33,300 ) (378,300 ) (51,500 ) (429,800 ) non-current portion $ - $ - $ - $ - $ - $ - 7.0% Note payable (August 2012) $ 58,800 $ 11,000 $ 69,800 $ 58,800 $ 7,900 $ 66,700 less: current portion (29,500 ) (11,000 ) (40,500 ) (23,200 ) (7,900 ) (31,100 ) 7.0% Notes payable - non-current portion $ 29,300 $ - $ 29,300 $ 35,600 $ - $ 35,600 Total notes payable to unrelated parties $ 85,100 $ 18,000 $ 103,100 $ 3,381,900 $ 770,700 $ 4,152,600 less: current portion (and discount at March 31, 2015) (55,800 ) (18,000 ) (73,800 ) (3,346,300 ) (770,700 ) (4,117,000 ) Net non-current portion $ 29,300 $ - $ 29,300 $ 35,600 $ - $ 35,600 Notes payable to related parties: October 2012 7.5% Note to Cato Holding Co. $ - $ - $ - $ 293,600 $ 55,900 $ 349,500 October 2012 7.5% Note to Cato Research Ltd. - - - 1,009,000 204,800 1,213,800 - - - 1,302,600 260,700 1,563,300 Note discount - - - (54,500 ) - (54,500 ) Total notes payable to related parties - - - 1,248,100 260,700 1,508,800 less: current portion - - - (1,248,100 ) (260,700 ) (1,508,800 ) non-current portion and discount $ - $ - $ - $ - $ - $ - Between March 31, 2015 and December 31, 2015, we have extinguished the outstanding balances of approximately $17.2 million of indebtedness, including all senior secured promissory notes, all except $85,100 principal of unsecured promissory notes, and a substantial portion of other indebtedness, and certain adjustments thereto, that were either due and payable or would have become due and payable prior to March 31, 2016, by converting all such indebtedness into shares of our Series B Preferred (which is described more completely below under the caption entitled Creation of Series B Preferred Stock Capital Stock ignificant changes in and conversions of our convertible promissory notes and other promissory notes since March 31, 2015 are described below. 10% Convertible Notes Issued in Connection with 2014 Unit Private Placement As described more completely under the caption entitled 2014 Unit Private Placement Capital Stock, 2014 Unit Notes Maturity Outstanding Balance Qualified Financing We allocated the proceeds from the self-placed private placement 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 contained an embedded conversion feature having intrinsic value at the issuance date, which value we treated as an additional discount attributable to those 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 amortized the discounts attributable to the 2014 Unit Notes issued in April and May 2015, an aggregate of $277,200, using the effective interest method over the respective term of each 2014 Unit Note. Because the discount on each of these 2014 Unit Notes represented 99% of its initial face value, and because we were required to amortize such discount over the period from issuance to maturity, which was no more than two months for these notes, the calculated effective interest rate is extremely 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 issued in April and May 2015 are in excess of 10,000%. Conversion of Senior Secured 10% Convertible Promissory Notes issued to Platinum into Series B Preferred As described more completely in Note 8, Capital Stock Platinum Agreement Conversion of 2014 Unit Notes into Series B Preferred Pursuant to the Platinum Agreement, Platinum also converted the $1,345,700 outstanding balance of the 2014 Unit Notes originally issued by us to Platinum that had matured on March 31, 2015 ( Platinum Unit Notes Acquired Unit Notes Investor Unit Notes Capital Stock We determined that the conversion of the 2014 Unit Notes into Series B Preferred should be accounted for as an extinguishment of debt. Considering the exchangeability of the Series B Preferred into our common stock, the dividend applicable to the Series B Preferred prior to such exchange and other factors, we also determined that the fair value of a share of Series B Preferred issued pursuant to the conversion of the 2014 Unit Notes was equal to the market value of a share of our common stock on the conversion dates. Based on the $10.00 per share fair value of the Series B Preferred at the date the Platinum Unit Notes and Acquired Unit Notes were converted and the $8.00 per share fair value of the Series B Preferred at the date the Investor Unit Notes were converted, we issued in a self-placed private placement transaction Series B Preferred having an aggregate fair value of $7,676,200 upon the conversions. We valued the warrants issued in connection with the 2014 Unit Note conversions at an aggregate of $5,168,400 using the Black Scholes option pricing model and the following assumptions: Assumption: Platinum Unit Notes and Acquired Unit Notes Investor Unit Notes Market price per share at conversion date $ 10.00 $ 8.00 Exercise price per share $ 7.00 $ 7.00 Risk-free interest rate 1.58 1.57 Contractual term in years 5.00 5.00 Volatility 76.5 % 75.7 % Dividend rate 0.0 % 0.0 % Warrant shares 506,004 327,016 Fair Value per share $ 6.89 $ 5.15 Nearly all of the 2014 Unit Notes contained a beneficial conversion feature at the time they were originally issued. We have accounted for the repurchase of the beneficial conversion feature at the time of the extinguishment and conversion, an aggregate of $2,237,100, as a reduction to the loss on extinguishment of debt in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss, with a corresponding reduction to additional paid-in capital. In aggregate, we recognized a non-cash loss on extinguishment of debt attributable to the conversion of the 2014 Unit Notes in the amount of $5,942,700 in the quarter ended June 30, 2015, as reflected in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss. Conversion of Promissory Note issued to University Health Network into Series B Preferred On May 29, 2015, University Health Network ( UHN Conversion of Promissory Notes and Accounts Payable issued to Cato Holding Company (CHC) and Cato Research Ltd. (CRL) into Series B Preferred On June 10, 2015, CHC, the parent company of CRL and a related party, converted the entire aggregate outstanding balance (principal and accrued interest) of $1,583,000 of our outstanding promissory notes issued to CHC and CRL and maturing on March 31, 2016 (together, the Cato Notes CRL Payables Assumption: Pre- modification Post- modification Market price per share at modification date $ 10.00 $ 10.00 Exercise price per share $ 20.00 and $30.00 $ 7.00 Risk-free interest rate 0.87 % 0.87 % Contractual term in years 2.31 2.31 Volatility 73.9 % 73.9 % Dividend rate 0.0 % 0.0 % Weighted Average Fair Value per share $ 2.44 and $1.57 $ 5.33 After eliminating the remaining unamortized discount of $46,000 attributable to the Cato Notes, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of the Cato Notes and CRL Payables of $1,800,100 in the quarter ended June 30, 2015, as reflected in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss. Conversion of Promissory Note B issued to Morrison & Foerster into Series B Preferred On June 12, 2015, Morrison & Foerster ( M&F M&F Note B Assumption: Pre- modification Post- modification Market price per share at modification date $ 10.00 $ 10.00 Exercise price per share $ 20.00 and $40.00 $ 20.00 Risk-free interest rate 0.86 % 1.57 % Contractual term in years 2.27 4.27 Volatility 73.8 % 76.7 % Dividend rate 0.0 % 0.0 % Weighted Average Fair Value per share $ 2.39 and $1.04 $ 4.35 After eliminating the remaining unamortized discount of $225,500 attributable to M&F Note B, we recognized a non-cash loss on the extinguishment of debt attributable to the conversion of M&F Note B of $1,305,600 in the quarter ended June 30, 2015, as reflected in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss. In addition to its agreement to convert M&F Note B into Series B Preferred, M&F also agreed to withhold, through the later of (i) December 31, 2016 or (ii) our consummation of a registered public offering or a strategic transaction involving AV-101 in which, in either case, we received gross proceeds of at least $20.0 million, any and all action to collect amounts due under our August 2012 promissory Note A maturing on March 31, 2016 ( M&F Note A M&F Payables Conversion of Morrison & Foerster Note A and Morrison & Foerster Payables into Series B Preferred In a transaction to which we were not a party, M&F sold M&F Note A, which, at the time of the sale, had an outstanding balance (principal and accrued interest) of $1,149,000, as well as the M&F Payables in the amount of $165,100, to two third-party accredited investors (the M&F Note A Investors Conversion of Promissory Note issued to McCarthy Tetrault into Series B Preferred On June 18, 2015, McCarthy Tetrault ( McCarthy McCarthy Note Conversion of Promissory Note issued to Burr Pilger & Mayer into Series B Preferred On June 24, 2015, Burr Pilger & Mayer ( Burr Burr Note Conversion of Promissory Note and Accounts Payable Issued to Icahn School of Medicine at Mount Sinai into Series B Preferred On June 26, 2015, Icahn School of Medicine at Mount Sinai ( ISMMS Assumption: Pre- modification Post- modification Market price per share at modification date $ 16.00 $ 16.00 Exercise price per share $ 10.00 $ 7.00 Risk-free interest rate 1.34 % 1.34% % Contractual term in years 3.76 3.76 Volatility 76.3 % 76.3 % Dividend rate 0.0 % 0.0 % Weighted Average Fair Value per share $ 10.48 $ 11.60 We recognized a non-cash loss on extinguishment of debt attributable to the conversion of ISMMS note of $386,200 in the quarter ended June 30, 2015 in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss. On July 13, 2015, ISMMS also converted accounts payable in the amount of $19,100 ( ISMMS Payables Conversion of Promissory Note issued to National Jewish Health into Series B Preferred On June 29, 2015, National Jewish Health ( NJH Conversion of Promissory Note issued to Desjardins Securities into Series B Preferred On July 2, 2015, Desjardins Securities (Desjardins Conversion of Promissory Note and Accounts Payable issued to MicroConstants into Series B Preferred On July 6, 2015, MicroConstants, Inc. ( MicroConstants) Conversion of Accounts Payable to Professional Services Providers and Other Debt into Series B Preferred During June and July 2015, two of our professional service providers and a former employee to whom we were contractually obligated for certain accrued compensation amounts converted an aggregate of $497,900 past due amounts for prior services ( Service Provider Payables |
Capital Stock
Capital Stock | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Capital Stock | 2014 Unit Private Placement Between April 1, 2015 and May 14, 2015, in self-placed private placement transactions, we entered into securities purchase agreements with accredited investors pursuant to which we sold Units ( 2014 Units 2014 Unit Notes 2014 Unit Stock 2014 Unit Warrants We allocated the proceeds from the private placement sales 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 Promissory Notes and Other Notes Payable Unit Warrants Warrant Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: 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 24,250 $ 10.00 $ 10.00 1.70 0.45% 73.19% 0.00% $ 3.69 $ 89,600 $ 280,000 $ 128,900 $ 32,900 $ 118,200 Between late-March 2014 and May 14, 2015, in self-placed private placement transactions, we entered into securities purchase agreements with accredited investors for the 2014 Unit Private Placement pursuant to which we sold 2014 Units to such accredited investors for aggregate cash proceeds of $3,393,500, consisting of (i) 2014 Unit Notes in the aggregate face amount of $3,393,500 due between March 31, 2015 and May 15, 2015 or automatically convertible into securities issuable upon our consummation of a Qualified Financing, as defined in the note; (ii) an aggregate of 315,850 restricted shares of 2014 Unit Stock; and (iii) 2014 Unit Warrants exercisable through December 31, 2016 to purchase an aggregate of 307,100 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 Automatic Conversion Conversion Prior to Conversion, shares of Series B Preferred will accrue in-kind dividends (payable only in unregistered shares of our common stock) at a rate of 10% per annum ( Accrued Dividends May 2015 Agreement with Platinum On May 5, 2015, we entered into an Agreement with Platinum, which, as modified, became effective on May 12, 2015 ( Platinum Agreement · Converted into 641,335 shares of Series B Preferred all of the approximately $4.5 million outstanding balance (principal and accrued but unpaid interest) of the Senior Secured Notes we had previously issued to Platinum, as described previously in Note 7, Convertible Promissory Notes and Other Notes Payable · 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; · Converted 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 Convertible Promissory Notes and Other Notes Payable · Purchased approximately $1.5 million (including accrued but unpaid interest thereon) of outstanding 2014 Unit Notes we had previously issued to various accredited investors from the respective holders thereof ( Acquired Unit Notes Convertible Promissory Notes and Other Notes Payable · Entered into a Securities Purchase Agreement ( SPA · Amended the Platinum Warrants previously issued by us to Platinum in connection with the Senior Secured Notes and the Series A Exchange Warrant to (i) fix the exercise price thereof, (ii) eliminate the exercise price reset features and (iii) fix the number of shares of our common stock issuable thereunder, and (iv) eliminate the cashless exercise provisions from the Platinum Warrants; 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 several agreements of Platinum under the Platinum Agreement, we issued to Platinum 400,000 shares of Series B Preferred ( Additional Consideration Shares Additional Consideration Warrants Convertible Promissory Notes and Other Notes Payable August 2015 Agreement with Platinum On August 3, 2015, we entered into the August 2015 Agreement with Platinum pursuant to which we agreed to sell to Platinum an additional $3.0 million of our Series B Preferred and Series B Warrants between August 15, 2015 and October 15, 2015 and issue an aggregate of 458,571 shares of Series B Preferred and Series B Warrants to purchase 458,571 shares of our common stock. Through December 31, 2015, Platinum had purchased an aggregate of $1,650,000 of Series B Preferred and Series B Warrants contemplated under the August 2015 Agreement and we had issued 235,714 shares of Series B Preferred and Series B Warrants to purchase 235,714 shares of our common stock related to such purchases. 2015 Series B Preferred Unit Offering Between May 26, 2015 and December 31, 2015, in self-placed private placement transactions, we sold to accredited investors an aggregate of $4,397,800 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 We allocated the proceeds from the sale of the Series B Preferred Units to the Series B Preferred and the Seies B Warrants based on their relative fair values on the dates of the sales. As described in Note 7, Convertible Promissory Notes and Other Notes Payable See Note 10, Subsequent Events Unit Warrants Warrant Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: 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 628,264 $ 10.86 $ 7.00 5.00 1.65% 77.16% 0.0% $ 7.72 $ 4,849,100 $ 4,397,800 $ 2,585,900 $ 1,811,900 Registration Statement for Common Stock underlying Series B Preferred and Series B Warrants The securities purchase agreements for the Series B Preferred and Series B Preferred Units executed with Platinum, the holders of the Investor Unit Notes, the holders of our promissory notes and other contractual indebtedness converted into shares of Series B Preferred, initial investors in Series B Preferred Units, and certain others to whom we issued Series B Preferred, contained registration rights requiring that a Registration Statement on Form S-1 ( Registration Statement Conversion of Series B Preferred to Common Stock Between September 2015 and December 31, 2015, holders of an aggregate of 213,318 shares of Series B Preferred converted such shares into an equivalent number of registered shares of our common stock. Additionally, we issued an aggregate of 5,976 shares of our restricted common stock in payment of $43,500 in accrued dividends on the Series B Preferred converted. Issuance of Securities to Professional Service Providers In June 2015, we issued, in a self-placed private placement transaction, an aggregate of 25,000 shares of our Series B Preferred having a fair value of $250,000 as compensation for legal services related to our debt restructuring and other corporate finance matters. Effective on June 30, 2015, we issued, in a self-placed private placement transaction, an aggregate of 90,000 shares of our Series B Preferred having an aggregate value of $1,350,000 as compensation for financial advisory and corporate development service contracts with two independent contractors for services to be performed through June 30, 2016. The value of the Series B Preferred grants was recorded as a prepaid expense in the Condensed Consolidated Balance Sheet at the date of the grant and is being expensed ratably over the twelve months ending June 30, 2016, with $337,500 and $675,000 expensed as a component of general and administrative expense in the three and nine months ended December 31, 2015, respectively. During the quarter ended June 30, 2015, we also issued, in a self-placed private placement transaction, an aggregate of 50,000 shares of our common stock, having an aggregate value of $500,000, as compensation under two corporate development service contracts. The value of the common stock grants was expensed as a component of general and administrative expense in the Condensed Consolidated Statement of Operations and Comprehensive Loss for the quarter ended June 30, 2015. During the quarter ended September 30, 2015, we issued, in a self-placed private placement transaction, an aggregate of 10,000 shares of our Series B Preferred having an aggregate fair value of $120,000 to two providers of intellectual property-related legal services. During the quarter ended December 31, 2015, we issued warrants to purchase an aggregate of 45,000 shares of our unregistered common stock to four parties as compensation under certain investment banking agreements. We valued the warrants granted on the dates indicated using the Black Scholes Option Pricing Model and the following assumptions Assumption: 11/23/2015 12/11/2015 Market price per share $ 6.75 $ 5.00 Exercise price per share $ 7.00 $ 7.00 Risk-free interest rate 1.70 % 1.16 % Contractual term in years 5.0 3.0 Volatility 77.95 % 77.88 % Dividend rate 0.0 % 0.0 % Fair Value per share $ 4.22 $ 2.12 Warrant shares granted 7,500 37,500 Expense recognized $ 31,700 $ 79,600 In connection with the November 2015 warrant grant, we also issued 15,750 shares of unregistered common stock valued at $106,300 and, in connection with the December 11, 2015 warrant grant, we made a cash payment of $20,000. We recognized an aggregate of $237,600 in general and administrative expense during the quarter ended December 31, 2015 attributable to these agreements, of which $20,000 was cash. Modification of Warrants In addition to warrants modified in connection with conversions of certain of our outstanding promissory notes into Series B Preferred as described earlier in Note 7, Convertible Promissory Notes and Other Notes Payable, Assumption: Pre- modification Post- modification Market price per share $ 10.00 $ 10.00 Exercise price per share (weighted average) $ 30.23 $ 11.92 Risk-free interest rate (weighted average) 0.8 % 0.83 % Remaining contractual term in years (weighted average) 2.26 2.26 Volatility (weighted average) 73.7 % 73.7 % Dividend rate 0.0 % 0.0 % Fair Value per share (weighted average) $ 1.55 $ 3.79 Warrant Grants and Modifications On September 2, 2015, when the market price of our common stock was $9.11 per share, our Board of Directors ( Board Summary of Significant Accounting Policies. On November 11, 2015, when the market price of our common stock was $6.50 per share, our Board authorized the modification of outstanding warrants to purchase an aggregate of 1,123,533 shares of our common stock, including warrants to purchase an aggregate of 600,000 shares granted in September 2015, as described above, previously granted to company officers, independent members of the Board and a key scientific advisor to reduce the exercise prices thereof to $7.00 per share and to extend through March 19, 2019 the expiration date of such warrants to purchase an aggregate of 10,803 shares of our unregistered common stock otherwise scheduled to expire during calendar 2016. 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 an aggregate of $492,600. We recognized $357,500 of such increase as a component of general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarter ended December 31, 2015, and the remaining $135,100 as a component of research and development expense in the same period. 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 $ 6.50 $ 6.50 Exercise price per share (weighted average) $ 9.97 $ 7.00 Risk-free interest rate (weighted average) 1.74 % 1.75 % Remaining contractual term in years (weighted average) 5.13 5.16 Volatility (weighted average) 78.8 % 78.7 % Dividend rate 0.0 % 0.0 % Fair Value per share (weighted average) $ 3.65 $ 4.08 Warrants Outstanding Following the Series B Warrant issuances and other warrant grants and modifications described above, at December 31, 2015, we had outstanding warrants to purchase shares of our unregistered common stock at a weighted average exercise price of $7.81 per share as follows: Shares Subject Exercise to Purchase at Price Expiration December 31, per Share Date 2015 $ 7.00 9/30/2017 to 3/3/2023 4,169,645 $ 9.25 9/2/2020 50,000 $ 10.00 1/31/2016 to 1/11/2020 554,915 $ 15.00 2/14/2018 to 3/4/2018 75,389 $ 20.00 7/30/2016 to 9/15/2019 115,448 $ 30.00 2/13/2016 to 11/20/2017 6,100 4,971,497 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions | Cato Holding Company, doing business as Cato BioVentures ( CBV CRL CHC Note CHC Warrant Convertible Promissory Notes and Other Notes Payable During fiscal year 2007, we entered into a master contract research, development and regulatory service arrangement with CRL, a contract research organization ( CRO In CRL Note CRO Services CRL Warrant Convertible Promissory Notes and Other Notes Payable |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events | Series B Preferred Unit Offering Between January 1, 2016 and February 12, 2016, in self-placed private placement transactions, we sold to accredited investors Series B Preferred Units consisting of (i) an aggregate of 18,286 shares of our Series B Preferred and (ii) Series B Warrants to purchase an aggregate of 18,286 shares of our common stock at an exercise price of $7.00 per share. We received cash proceeds of $128,000 from these sales of Series B Preferred Units. Conversion of Series B Preferred into Common Stock Between January 1, 2016 and February 12, 2016, holders of an aggregate of 13,500 shares of Series B Preferred converted such shares into an equivalent number of registered shares of our common stock. Additionally, we issued an aggregate of 716 shares of our restricted common stock in payment of $6,200 in accrued dividends on the Series B Preferred converted. Creation of Series C Convertible Preferred Stock On January 13, 2016, our Board authorized the creation of, and effective January 25, 2016, we filed a Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock of VistaGen Therapeutics, Inc. (the Certificate of Designation Series C Preferred Series A Preferred Warrant Exchanges On January 25, 2016, we entered into an Exchange Agreement (the Exchange Agreement Montsant Holders Warrants NEPA Series A Warrants Between January 29, 2016 and February 12, 2016, we entered into Warrant Exchange Agreements with certain holders of outstanding warrants to purchase an aggregate of 824,887 shares of our common stock pursuant to which the holders agreed to the cancellation of such warrants in exchange for our issuance to them of an aggregate of 618,685 shares of our unregistered common stock. At February 12, 2016, we had warrants outstanding to purchase 1,874,595 shares of our common stock. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation and Going Concern | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP The accompanying unaudited Condensed Consolidated Financial Statements and notes to Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the fiscal year ended March 31, 2015 contained in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ( SEC The accompanying Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. As an entity having not yet achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $123.2 million accumulated from inception in May 1998 through December 31, 2015. We expect losses and negative cash flows from operations to continue for the foreseeable future as we continue to develop AV-101 for Major Depressive Disorder and additional CNS indications, and engage in drug rescue, drug development and exploratory regenerative medicine programs. Since our inception in May 1998 through December 31, 2015, we have financed our operations through (1) the issuance and sale of our common stock, preferred stock, warrants for common stock, and promissory notes for aggregate cash proceeds of approximately $33.8 million; (2) issuance of common stock and preferred stock with an approximate value at issuance of $28.9 million as consideration for, among other things, technology license fees and patent prosecution, sponsored research, contract research, drug development, drug manufacturing, U.S. and foreign regulatory services, as well as legal, corporate development and financial advisory services; and (3) receipt of aggregate non-dilutive cash proceeds of approximately $16.4 million from government research and development grant awards and strategic collaboration transactions. As described more completely in Note 7, Convertible Promissory Notes and other Notes Payable Capital Stock Series B Preferred Platinum Subsequent Events At December 31, 2015, we did not have sufficient cash and cash equivalents to enable us to fund our planned operations over the next twelve months, including expected cash expenditures of approximately $6.0 million. In August 2015, we entered into an agreement with Platinum ( August 2015 Agreement Series B Units Subsequent Events CRADA NIMH 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, including those relating to AV-101, and we may not be able to continue as a going concern. The accompanying Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those relating to share-based compensation, and assumptions that have been used to value warrants, warrant modifications, warrant liabilities. We do not currently have, nor have we had during the periods covered by this report, any arrangements requiring the recognition of revenue. |
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 nonclinical and clinical development of AV-101, now in Phase 2 clinical development, initially for Major Depressive Disorder, stem cell technology-related research and development costs, and costs related to the filing, maintenance and prosecution of patents and patent applications. All such costs are charged to expense as incurred. |
Stock-Based Compensation | We recognize compensation cost for all stock-based awards to employees or consultants based on the grant date fair value of the award. Non-cash, stock-based compensation expense is recognized over the period during which the employee or consultant is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have no 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. The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2015 and 2014. Three Months Ended Nine Months Ended December 31, December 31, 2015 2014 2015 2014 Research and development expense: Stock option grants $ 71,300 $ 30,000 $ 118,700 $ 156,100 Warrants granted to officer in March 2014 and March 2013 2,800 36,300 8,500 108,900 Warrants granted to officer in September 2015 - - 852,200 - 74,100 66,300 979,400 265,000 General and administrative expense: Stock option grants 20,400 18,600 36,500 86,700 Warrants granted to officers and directors in March 2014 and March 2013 3,900 70,700 11,700 212,300 Warrants granted to officers, directors and consultants in September 2015 - - 2,840,700 - 24,300 89,300 2,888,900 299,000 Total stock-based compensation expense $ 98,400 $ 155,600 $ 3,868,300 $ 564,000 During September 2015, we granted options to purchase an aggregate of 90,000 shares of our common stock at an exercise price of $9.25 per share to our non-officer employees and certain strategic consultants. We did not grant stock options to any of our employees or strategic consultants during the nine months ended December 31, 2014. At December 31, 2015, there were stock options outstanding to purchase 296,738 shares of our common stock at a weighted average exercise price of $9.83 per share. During September 2015, we also granted immediately vested warrants to purchase an aggregate of 650,000 shares of our common stock to our executive officers, independent members of our Board of Directors and certain strategic consultants. We valued the warrants and options granted in September 2015 using the Black-Scholes Option Pricing Model and the following assumptions: Assumption: Warrants Employee Options Non-employee Options Market price per share at grant date $ 9.11 $ 9.11 $ 9.11 Exercise price per share $ 9.25 $ 9.25 $ 9.25 Risk-free interest rate 1.52 % 2.02 % 2.20 % Contractual or estimated term in years 5.00 6.25 10.00 Volatility 77.19 % 79.48 % 103.42 % Dividend rate 0.0 % 0.0% % 0.0 % Shares 650,000 60,000 30,000 Fair Value per share $ 5.68 $ 6.35 $ 8.27 |
Warrant Liability | Between October 2012 and July 2013, we issued to Platinum warrants to purchase an aggregate of 176,129 unregistered shares of our common stock and, subject to Platinums exercise of its rights to exchange shares of our Series A Preferred Stock that it holds, we are obligated to issue to Platinum an additional warrant to purchase 375,000 unregistered shares of common stock (the Series A Preferred Exchange Warrant Platinum Warrants As described more completely in Note 8, Capital Stock As described more completely in Note 10, Subsequent Events Series C Preferred |
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. |
Income (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 have historically adjusted the numerator for the change in the fair value of the warrant liability attributable to outstanding warrants, only if dilutive, and increased the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. The change in the fair value of the warrant liability had an impact on the diluted earnings per share calculation in both the three and nine month periods ended December 31, 2014, but in no other periods included in these Condensed Consolidated Financial Statements, as indicated in the table below: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Numerator: Net loss attributable to common stockholders for basic earnings per share $ (3,446,600 ) $ (1,090,300 ) $ (41,989,900 ) $ (7,664,500 ) less: change in fair value of warrant liability attributable to outstanding warrants issued to Platinum - (314,900 ) - (251,500 ) Net loss for diluted earnings per share attributable to common stockholders $ (3,446,600 ) $ (1,405,200 ) $ (41,989,900 ) $ (7,916,000 ) Denominator: Weighted average basic common shares outstanding 1,765,641 1,302,300 1,650,160 1,270,495 Assumed conversion of dilutive securities: Warrants to purchase common stock - - - 18,179 Potentially dilutive common shares assumed converted - - - 18,179 Denominator for diluted earnings per share - adjusted weighted average shares 1,765,641 1,302,300 1,650,160 1,288,674 Basic net loss attributable to common stockholders per common share $ (1.95 ) $ (0.84 ) $ (25.45 ) $ (6.03 ) Diluted net loss attributable to common stockholders per common share $ (1.95 ) $ (1.08 ) $ (25.45 ) $ (6.14 ) As a result of our net loss for the periods presented, potentially dilutive securities were excluded from the computation, as their effect would be antidilutive. For the three month and nine month periods ended December 31, 2015, the accrual for dividends on our Series B Preferred and the deemed dividend attributable to the issuance of our Series B Preferred Units represent deductions from our net loss to arrive at net loss attributable to common stockholders for those periods. Potentially dilutive securities excluded in determining diluted net loss per common share are as follows: As of December 31, 2015 2014 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 3,588,863 - 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, as subsequently amended 535,715 375,000 Outstanding options under the 2008 and 1999 Stock Incentive Plans 296,738 207,768 Outstanding warrants to purchase common stock 4,971,497 999,840 10% Senior Secured Convertible Notes issued to Platinum between October 2012 and July 2013, including accrued interest through December 31, 2014 - 433,311 10% convertible notes issued as a component of Unit Private Placements, including accrued interest through December 31, 2014 - 322,091 Total 10,142,813 3,088,010 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum, as amended (2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015 |
Recent Accounting Pronouncements | There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2015, as compared to the recent accounting pronouncements described in the Companys Form 10-K for the fiscal year ended March 31, 2015, that are of significance or potential significance to the Company. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Summary of stock-based compensation expense | The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2015 and 2014. Three Months Ended Nine Months Ended December 31, December 31, 2015 2014 2015 2014 Research and development expense: Stock option grants $ 71,300 $ 30,000 $ 118,700 $ 156,100 Warrants granted to officer in March 2014 and March 2013 2,800 36,300 8,500 108,900 Warrants granted to officer in September 2015 - - 852,200 - 74,100 66,300 979,400 265,000 General and administrative expense: Stock option grants 20,400 18,600 36,500 86,700 Warrants granted to officers and directors in March 2014 and March 2013 3,900 70,700 11,700 212,300 Warrants granted to officers, directors and consultants in September 2015 - - 2,840,700 - 24,300 89,300 2,888,900 299,000 Total stock-based compensation expense $ 98,400 $ 155,600 $ 3,868,300 $ 564,000 |
Warrant assumptions | We valued the warrants and options granted in September 2015 using the Black-Scholes Option Pricing Model and the following assumptions: Assumption: Warrants Employee Options Non-employee Options Market price per share at grant date $ 9.11 $ 9.11 $ 9.11 Exercise price per share $ 9.25 $ 9.25 $ 9.25 Risk-free interest rate 1.52 % 2.02 % 2.20 % Contractual or estimated term in years 5.00 6.25 10.00 Volatility 77.19 % 79.48 % 103.42 % Dividend rate 0.0 % 0.0% % 0.0 % Shares 650,000 60,000 30,000 Fair Value per share $ 5.68 $ 6.35 $ 8.27 |
Schedule of earning per share | The change in the fair value of the warrant liability had an impact on the diluted earnings per share calculation in both the three and nine month periods ended December 31, 2014, but in no other periods included in these Condensed Consolidated Financial Statements, as indicated in the table below: Three Months Ended December 31, Nine Months Ended December 31, 2015 2014 2015 2014 Numerator: Net loss attributable to common stockholders for basic earnings per share $ (3,446,600 ) $ (1,090,300 ) $ (41,989,900 ) $ (7,664,500 ) less: change in fair value of warrant liability attributable to outstanding warrants issued to Platinum - (314,900 ) - (251,500 ) Net loss for diluted earnings per share attributable to common stockholders $ (3,446,600 ) $ (1,405,200 ) $ (41,989,900 ) $ (7,916,000 ) Denominator: Weighted average basic common shares outstanding 1,765,641 1,302,300 1,650,160 1,270,495 Assumed conversion of dilutive securities: Warrants to purchase common stock - - - 18,179 Potentially dilutive common shares assumed converted - - - 18,179 Denominator for diluted earnings per share - adjusted weighted average shares 1,765,641 1,302,300 1,650,160 1,288,674 Basic net loss attributable to common stockholders per common share $ (1.95 ) $ (0.84 ) $ (25.45 ) $ (6.03 ) Diluted net loss attributable to common stockholders per common share $ (1.95 ) $ (1.08 ) $ (25.45 ) $ (6.14 ) |
Schedule of potentially dilutive securities excluded from computation of earnings per share | Potentially dilutive securities excluded in determining diluted net loss per common share are as follows: As of December 31, 2015 2014 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 3,588,863 - 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, as subsequently amended 535,715 375,000 Outstanding options under the 2008 and 1999 Stock Incentive Plans 296,738 207,768 Outstanding warrants to purchase common stock 4,971,497 999,840 10% Senior Secured Convertible Notes issued to Platinum between October 2012 and July 2013, including accrued interest through December 31, 2014 - 433,311 10% convertible notes issued as a component of Unit Private Placements, including accrued interest through December 31, 2014 - 322,091 Total 10,142,813 3,088,010 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with Platinum, as amended (2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements Tables | |
Fair value heirarchy for liabilities measured at fair value on a recurring basis | The fair value hierarchy for the warrant liability which had been measured at fair value on a recurring basis is as follows: Fair Value Measurements at Reporting Date Using Total Carrying Quoted Prices inActive Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Value (Level 1) (Level 2) (Level 3) December 31, 2015: Warrant liability $ - $ - $ - $ - March 31, 2015: Warrant liability $ 3,008,500 $ - $ - $ 3,008,500 |
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, 2015 $ 3,008,500 Mark to market loss included in net loss 1,894,700 Elimination of liability upon modification of warrants (4,903,200 ) Balance at December 31, 2015 $ - |
Prepaid Expenses and Other Cu19
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses And Other Current Assets Tables | |
Prepaid Expenses | Prepaid expenses and other current assets are composed of the following at December 31, 2015 and March 31, 2015: December 31, March 31, 2015 2015 Insurance $ 51,600 $ 27,300 Prepaid compensation under financial advisory and other consulting agreements 675,000 - Legal fees - 3,400 Technology license fees and all other 1,700 5,000 $ 728,300 $ 35,700 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses Tables | |
Accrued Expenses | Accrued expenses are composed of the following at December 31, 2015 and March 31, 2015: December 31, March 31, 2015 2015 Accrued professional services $ 367,000 $ 213,800 Accrued compensation 561,100 990,700 All other 1,000 2,000 $ 929,100 $ 1,206,500 |
Convertible Promissory Notes 21
Convertible Promissory Notes and Other Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Convertible Promissory Notes And Other Notes Payable Tables | |
Convertible Promissory Notes and Other Notes Payable | December 31, 2015 March 31, 2015 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total Senior Secured 10% Convertible Promissory Notes issued to Platinum: Total Senior notes issued between October 11, 2012 and July 23, 2013 $ - $ - $ - $ 3,522,600 $ 919,700 $ 4,442,300 less: current portion - - - (3,272,600 ) (873,500 ) (4,146,100 ) Senior notes - non-current portion $ - $ - $ - $ 250,000 $ 46,200 $ 296,200 10% Convertible Promissory Notes (Unit Notes) 2014 Unit Notes, including amended notes, due 3/31/15 $ - $ - $ - $ 4,066,900 $ 270,700 $ 4,337,600 Note discounts - - - (180,000 ) - (180,000 ) Net convertible notes (all current at March 31, 2015) $ - $ - $ - $ 3,886,900 $ 270,700 $ 4,157,600 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 Desjardins - - - 156,300 24,100 180,400 McCarthy Tetrault - - - 319,700 46,000 365,700 August 2012 Morrison & Foerster Note A - - - 918,200 193,200 1,111,400 August 2012 Morrison & Foerster Note B - - - 1,379,400 333,100 1,712,500 University Health Network - - - 549,500 101,800 651,300 - - - 3,413,500 711,300 4,124,800 Note discount - - - (474,500 ) - (474,500 ) - - - 2,939,000 711,300 3,650,300 less: current portion (and discount at March 31, 2015) - - - (2,939,000 ) (711,300 ) (3,650,300 ) non-current portion and discount $ - $ - $ - $ - $ - $ - 5.67% and 10.25% Notes payable to insurance premium financing company (current) $ - $ - $ - $ 5,800 $ - $ 5,800 10% Notes payable to vendors for accounts payable converted to notes payable $ 26,300 $ 7,000 $ 33,300 $ 378,300 $ 51,500 $ 429,800 less: current portion (26,300 ) (7,000 ) (33,300 ) (378,300 ) (51,500 ) (429,800 ) non-current portion $ - $ - $ - $ - $ - $ - 7.0% Note payable (August 2012) $ 58,800 $ 11,000 $ 69,800 $ 58,800 $ 7,900 $ 66,700 less: current portion (29,500 ) (11,000 ) (40,500 ) (23,200 ) (7,900 ) (31,100 ) 7.0% Notes payable - non-current portion $ 29,300 $ - $ 29,300 $ 35,600 $ - $ 35,600 Total notes payable to unrelated parties $ 85,100 $ 18,000 $ 103,100 $ 3,381,900 $ 770,700 $ 4,152,600 less: current portion (and discount at March 31, 2015) (55,800 ) (18,000 ) (73,800 ) (3,346,300 ) (770,700 ) (4,117,000 ) Net non-current portion $ 29,300 $ - $ 29,300 $ 35,600 $ - $ 35,600 Notes payable to related parties: October 2012 7.5% Note to Cato Holding Co. $ - $ - $ - $ 293,600 $ 55,900 $ 349,500 October 2012 7.5% Note to Cato Research Ltd. - - - 1,009,000 204,800 1,213,800 - - - 1,302,600 260,700 1,563,300 Note discount - - - (54,500 ) - (54,500 ) Total notes payable to related parties - - - 1,248,100 260,700 1,508,800 less: current portion - - - (1,248,100 ) (260,700 ) (1,508,800 ) non-current portion and discount $ - $ - $ - $ - $ - $ - |
Assumptions and modifications | Conversion of 2014 Unit Notes into Series B Preferred Assumption: Platinum Unit Notes and Acquired Unit Notes Investor Unit Notes Market price per share at conversion date $ 10.00 $ 8.00 Exercise price per share $ 7.00 $ 7.00 Risk-free interest rate 1.58 1.57 Contractual term in years 5.00 5.00 Volatility 76.5 % 75.7 % Dividend rate 0.0 % 0.0 % Warrant shares 506,004 327,016 Fair Value per share $ 6.89 $ 5.15 Conversion of Promissory Notes and Accounts Payable issued to Cato Holding Company (CHC) and Cato Research Ltd. (CRL) into Series B Preferred Assumption: Pre- modification Post- modification Market price per share at modification date $ 10.00 $ 10.00 Exercise price per share $ 20.00 and $30.00 $ 7.00 Risk-free interest rate 0.87 % 0.87 % Contractual term in years 2.31 2.31 Volatility 73.9 % 73.9 % Dividend rate 0.0 % 0.0 % Weighted Average Fair Value per share $ 2.44 and $1.57 $ 5.33 Conversion of Promissory Note B issued to Morrison & Foerster into Series B Preferred Assumption: Pre- modification Post- modification Market price per share at modification date $ 10.00 $ 10.00 Exercise price per share $ 20.00 and $40.00 $ 20.00 Risk-free interest rate 0.86 % 1.57 % Contractual term in years 2.27 4.27 Volatility 73.8 % 76.7 % Dividend rate 0.0 % 0.0 % Weighted Average Fair Value per share $ 2.39 and $1.04 $ 4.35 Conversion of Promissory Note and Accounts Payable Issued to Icahn School of Medicine at Mount Sinai into Series B Preferred Assumption: Pre- modification Post- modification Market price per share at modification date $ 16.00 $ 16.00 Exercise price per share $ 10.00 $ 7.00 Risk-free interest rate 1.34 % 1.34% % Contractual term in years 3.76 3.76 Volatility 76.3 % 76.3 % Dividend rate 0.0 % 0.0 % Weighted Average Fair Value per share $ 10.48 $ 11.60 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Modification of warrants, assumptions | Issuance of Securities to Professional Service Providers Assumption: 11/23/2015 12/11/2015 Market price per share $ 6.75 $ 5.00 Exercise price per share $ 7.00 $ 7.00 Risk-free interest rate 1.70 % 1.16 % Contractual term in years 5.0 3.0 Volatility 77.95 % 77.88 % Dividend rate 0.0 % 0.0 % Fair Value per share $ 4.22 $ 2.12 Warrant shares granted 7,500 37,500 Expense recognized $ 31,700 $ 79,600 Modification of Warrants Assumption: Pre- modification Post- modification Market price per share $ 10.00 $ 10.00 Exercise price per share (weighted average) $ 30.23 $ 11.92 Risk-free interest rate (weighted average) 0.8 % 0.83 % Remaining contractual term in years (weighted average) 2.26 2.26 Volatility (weighted average) 73.7 % 73.7 % Dividend rate 0.0 % 0.0 % Fair Value per share (weighted average) $ 1.55 $ 3.79 Warrant Grants and Modifications Assumption: Pre- modification Post- modification Market price per share $ 6.50 $ 6.50 Exercise price per share (weighted average) $ 9.97 $ 7.00 Risk-free interest rate (weighted average) 1.74 % 1.75 % Remaining contractual term in years (weighted average) 5.13 5.16 Volatility (weighted average) 78.8 % 78.7 % Dividend rate 0.0 % 0.0 % Fair Value per share (weighted average) $ 3.65 $ 4.08 |
Warrants outstanding | Shares Subject Exercise to Purchase at Price Expiration December 31, per Share Date 2015 $ 7.00 9/30/2017 to 3/3/2023 4,169,645 $ 9.25 9/2/2020 50,000 $ 10.00 1/31/2016 to 1/11/2020 554,915 $ 15.00 2/14/2018 to 3/4/2018 75,389 $ 20.00 7/30/2016 to 9/15/2019 115,448 $ 30.00 2/13/2016 to 11/20/2017 6,100 4,971,497 |
2014 Unit Proceeds [Member] | |
Unit Warrant grants and allocation of Proceeds | Unit Warrants Warrant Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: 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 24,250 $ 10.00 $ 10.00 1.70 0.45% 73.19% 0.00% $ 3.69 $ 89,600 $ 280,000 $ 128,900 $ 32,900 $ 118,200 |
2015 Unit Proceeds [Member] | |
Unit Warrant grants and allocation of Proceeds | Unit Warrants Warrant Weighted Average Issuance Date Valuation Assumptions Per Share Fair Aggregate Fair Value Aggregate Proceeds Aggregate Allocation of Proceeds Based on Relative Fair Value of: 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 628,264 $ 10.86 $ 7.00 5.00 1.65% 77.16% 0.0% $ 7.72 $ 4,849,100 $ 4,397,800 $ 2,585,900 $ 1,811,900 |
Basis of Presentation and Goi23
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | Aug. 14, 2014 | Feb. 12, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2015 |
Auction Market Preferred Securities, Stock Series [Line Items] | |||||||
Reverse split ratio | 1-for-20 | ||||||
Accumulated Deficit during its development stage | $ (123,241,500) | $ (123,241,500) | $ (123,241,500) | $ (84,522,700) | |||
Cash proceeds from issuance of common stock | $ 128,000 | 4,397,800 | 33,800,000 | ||||
Cash proceeds from issuance of common stock for services | 28,700,000 | ||||||
Cash proceeds from grant awards and other events | $ 16,400,000 | ||||||
Non-cash conversion, debt converted | $ 17,200,000 | ||||||
Preferred stock issued for conversion of debt | 13,500 | 2,618,917 | |||||
Preferred stock issued for conversion of note | 628,264 | ||||||
Warrants issued | 628,264 | ||||||
Warrant term | 5 years | ||||||
Platinum [Member] | August 2015 Agmt [Member] | |||||||
Auction Market Preferred Securities, Stock Series [Line Items] | |||||||
Cash proceeds from issuance of common stock | $ 1,650,000 | ||||||
Warrants issued | 235,714 | ||||||
MaximumMember | |||||||
Auction Market Preferred Securities, Stock Series [Line Items] | |||||||
Maximum cash expenditure | $ 6,000,000 | ||||||
MaximumMember | Platinum [Member] | |||||||
Auction Market Preferred Securities, Stock Series [Line Items] | |||||||
Cash proceeds from issuance of common stock | $ 3,000,000 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock option expense | $ 98,400 | $ 155,600 | $ 3,868,300 | $ 564,000 |
ResearchAndDevelopmentExpenseMember | ||||
Stock option expense | 74,100 | 66,300 | 979,400 | 265,000 |
ResearchAndDevelopmentExpenseMember | Options [Member] | ||||
Stock option expense | 71,300 | 30,000 | 118,700 | 156,100 |
ResearchAndDevelopmentExpenseMember | Warrant Grant Mar 2013 and 2014 [Member] | ||||
Stock option expense | $ 2,800 | $ 36,300 | 8,500 | $ 108,900 |
ResearchAndDevelopmentExpenseMember | Warrant Grant Sep 2015 [Member] | ||||
Stock option expense | 852,200 | |||
GeneralAndAdministrativeExpenseMember | ||||
Stock option expense | $ 24,300 | $ 89,300 | 2,888,900 | $ 299,000 |
GeneralAndAdministrativeExpenseMember | Options [Member] | ||||
Stock option expense | 20,400 | 18,600 | 36,500 | 86,700 |
GeneralAndAdministrativeExpenseMember | Warrant Grant Mar 2013 and 2014 [Member] | ||||
Stock option expense | $ 3,900 | $ 70,700 | 11,700 | $ 212,300 |
GeneralAndAdministrativeExpenseMember | Warrant Grant Sep 2015 [Member] | ||||
Stock option expense | $ 2,840,700 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details 1) | 9 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Warrant [Member] | |
Market price per share | $ 9.11 |
Exercise price per share | $ 9.25 |
Risk-free interest rate | 1.52% |
Expected term (years) | 5 years |
Volatility | 77.19% |
Dividend rate | 0.00% |
Shares | shares | 650,000 |
Fair Value per share | $ 5.68 |
Employee Stock Option [Member] | |
Market price per share | 9.11 |
Exercise price per share | $ 9.25 |
Risk-free interest rate | 2.02% |
Expected term (years) | 6 years 3 months |
Volatility | 79.48% |
Dividend rate | 0.00% |
Shares | shares | 60,000 |
Fair Value per share | $ 6.35 |
Options [Member] | |
Market price per share | 9.11 |
Exercise price per share | $ 9.25 |
Risk-free interest rate | 2.20% |
Expected term (years) | 10 years |
Volatility | 103.42% |
Dividend rate | 0.00% |
Shares | shares | 30,000 |
Fair Value per share | $ 8.27 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||||
Net loss attributable to common stockholders for basic earnings per share | $ (3,446,600) | $ (1,090,300) | $ (41,989,900) | $ (7,664,500) |
less: change in fair value of warrant liability attributable to outstanding warrants issued to Platinum | (314,900) | (251,500) | ||
Net loss for diluted earnings per share attributable to common stockholders | $ (3,446,600) | $ (1,405,200) | $ (41,989,900) | $ (7,916,000) |
Denominator: | ||||
Weighted average shares used in computing basic net loss attributable to common stockholders per common share | 1,765,641 | 1,302,300 | 1,650,160 | 1,270,495 |
Assumed conversion of dilutive securities | 18,179 | |||
Denominator for diluted earnings per share - adjusted weighted average shares | 1,765,641 | 1,302,300 | 1,650,160 | 1,288,674 |
Basic net loss attributable to common stockholders per common share | $ (1.95) | $ (0.84) | $ (25.45) | $ (6.03) |
Diluted net loss attributable to common stockholders per common share | $ (1.95) | $ (1.08) | $ (25.45) | $ (6.14) |
WarranttoPurchaseStock [Member] | ||||
Denominator: | ||||
Assumed conversion of dilutive securities | 18,179 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details 3) - shares | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive securities | 10,142,813 | 3,088,010 |
Series A Preferred Stock [Member] | ||
Antidilutive securities | 750,000 | 750,000 |
Series B Preferred Stock [Member] | ||
Antidilutive securities | 3,588,863 | |
Platinum Warrant [Member] | ||
Antidilutive securities | 535,715 | 375,000 |
2008 and 1999 Plan [Member] | ||
Antidilutive securities | 296,738 | 207,768 |
Warrant [Member] | ||
Antidilutive securities | 4,971,497 | 999,840 |
PlatinumNotes [Member] | ||
Antidilutive securities | 433,311 | |
UnitNotes [Member] | ||
Antidilutive securities | 322,091 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | 9 Months Ended | 10 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2013 | |
Share based compensation, Options granted | 90,000 | ||
Share based compensation, Options granted, price | $ 9.25 | ||
Options outstanding to purchase Common stock | 296,738 | ||
Weighted average exercise price of outstanding options | $ 9.83 | ||
Platinum Warrants [Member] | |||
Warrants issued | 176,129 | ||
Warrants issuable | 375,000 | ||
Officers [Member] | |||
Warrants issued | 650,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
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 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 1) | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Measurements Details 1 | |
Warrant liability, beginning of period | $ 3,008,500 |
Mark to Market gain included in net income | 1,894,700 |
Recognition of warrant liability during period | $ (4,903,200) |
Warrant liability, end of period |
Fair Value Measurements (Deta31
Fair Value Measurements (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May. 12, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair value adjustment of warrants | $ (314,900) | $ (251,500) | |||
Platinum Warrants [Member] | |||||
Fair value adjustment of warrants | $ 1,894,700 | ||||
Fair value of warrants | $ 4,903,200 |
Prepaid Expenses and Other Cu32
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Prepaid Expenses | ||
Insurance | $ 51,600 | $ 27,300 |
Prepaid compensation under financial advisory and other consulting agreements | $ 675,000 | |
Legal fees | $ 3,400 | |
Technology license fees and all other | $ 1,700 | 5,000 |
Total | $ 728,300 | $ 35,700 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Accrued Expenses | ||
Accrued professional services | $ 367,000 | $ 213,800 |
Accrued compensation | 561,100 | 990,700 |
All other | 1,000 | 2,000 |
Total | $ 929,100 | $ 1,206,500 |
Convertible Promissory Notes 34
Convertible Promissory Notes and Other Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Principal Balance, current | $ (4,146,100) | |
Platinum 10% [Member] | ||
Principal Balance | 3,522,600 | |
Accrued Interest | 919,700 | |
Total | 4,442,300 | |
Principal Balance, current | (3,272,600) | |
Accrued Interest, current | (873,500) | |
Total, current | (4,146,100) | |
Principal Balance, non-current | 250,000 | |
Accrued Interest, non-current | 46,200 | |
Total, non-current | 296,200 | |
10% Unit Notes [Member] | ||
Principal Balance | 4,066,900 | |
Accrued Interest | 270,700 | |
Total | 4,377,600 | |
Principal Balance, Note discounts | $ (180,000) | |
Accrued Interest, Note discounts | ||
Total, Note discounts | $ (180,000) | |
Principal Balance, net of note discounts | 3,886,900 | |
Accrued Interest, net of note discounts | 270,700 | |
Total, net of note discounts | 4,157,600 | |
Convertible Notes Payable [Member] | ||
Principal Balance | $ 85,100 | 3,381,900 |
Accrued Interest | 18,000 | 770,700 |
Total | 103,000 | 4,152,600 |
Principal Balance, current | (55,800) | (3,346,300) |
Accrued Interest, current | (18,000) | (770,700) |
Total, current | (73,800) | (4,117,000) |
Principal Balance, non-current | $ 29,300 | $ 35,600 |
Accrued Interest, non-current | ||
Total, non-current | $ 29,300 | $ 35,600 |
Convertible Notes Payable [Member] | Related Party [Member] | ||
Principal Balance | 1,302,600 | |
Accrued Interest | 260,700 | |
Total | 1,563,300 | |
Principal Balance, Note discounts | $ (54,500) | |
Accrued Interest, Note discounts | ||
Total, Note discounts | $ (54,500) | |
Principal Balance, net of note discounts | 1,248,100 | |
Accrued Interest, net of note discounts | 260,700 | |
Total, net of note discounts | 1,508,800 | |
Principal Balance, current | (1,248,100) | |
Accrued Interest, current | (260,700) | |
Total, current | $ (1,508,800) | |
Principal Balance, non-current | ||
Accrued Interest, non-current | ||
Total, non-current | ||
Convertible Notes Payable [Member] | 10% Vendor Notes [Member] | ||
Principal Balance | $ 23,600 | $ 378,300 |
Accrued Interest | 7,000 | 51,500 |
Total | 33,000 | 429,800 |
Principal Balance, current | (26,300) | (378,300) |
Accrued Interest, current | (7,000) | (51,500) |
Total, current | $ (33,300) | $ (429,800) |
Principal Balance, non-current | ||
Accrued Interest, non-current | ||
Total, non-current | ||
Convertible Notes Payable [Member] | 7% Notes UnrelatedParty3 [Member] | ||
Principal Balance | $ 58,800 | $ 58,800 |
Accrued Interest | 11,000 | 7,900 |
Total | 69,800 | 66,700 |
Principal Balance, current | (29,500) | (23,200) |
Accrued Interest, current | (11,000) | (7,900) |
Total, current | (40,500) | (31,100) |
Principal Balance, non-current | $ 29,300 | $ 35,600 |
Accrued Interest, non-current | ||
Total, non-current | $ 29,300 | $ 35,600 |
Convertible Notes Payable [Member] | CatoHolding [Member] | Related Party [Member] | ||
Principal Balance | 293,600 | |
Accrued Interest | 55,900 | |
Total | 349,500 | |
Convertible Notes Payable [Member] | CatoResearch [Member] | Related Party [Member] | ||
Principal Balance | 1,009,000 | |
Accrued Interest | 204,800 | |
Total | 1,213,800 | |
Convertible Notes Payable [Member] | Service Agreements [Member] | ||
Principal Balance | 3,413,500 | |
Accrued Interest | 711,300 | |
Total | 4,124,800 | |
Principal Balance, Note discounts | $ (474,500) | |
Accrued Interest, Note discounts | ||
Total, Note discounts | $ (474,500) | |
Principal Balance, net of note discounts | 2,939,000 | |
Accrued Interest, net of note discounts | 711,300 | |
Total, net of note discounts | 3,650,300 | |
Principal Balance, current | (2,939,000) | |
Accrued Interest, current | (711,300) | |
Total, current | $ (3,650,300) | |
Principal Balance, non-current | ||
Accrued Interest, non-current | ||
Total, non-current | ||
Convertible Notes Payable [Member] | Service Agreements [Member] | Burr Pilger Mayer [Member] | ||
Principal Balance | $ 90,400 | |
Accrued Interest | 13,100 | |
Total | 103,500 | |
Convertible Notes Payable [Member] | Service Agreements [Member] | Desjardins [Member] | ||
Principal Balance | 156,300 | |
Accrued Interest | 24,100 | |
Total | 180,400 | |
Convertible Notes Payable [Member] | Service Agreements [Member] | McCarthy Tetrault [Member] | ||
Principal Balance | 319,700 | |
Accrued Interest | 46,000 | |
Total | 365,700 | |
Convertible Notes Payable [Member] | Service Agreements [Member] | Aug M&F Note A [Member] | ||
Principal Balance | 918,200 | |
Accrued Interest | 193,200 | |
Total | 1,111,400 | |
Convertible Notes Payable [Member] | Service Agreements [Member] | Aug M&F Note B [Member] | ||
Principal Balance | 1,379,400 | |
Accrued Interest | 333,100 | |
Total | 1,712,500 | |
Convertible Notes Payable [Member] | Service Agreements [Member] | UHN [Member] | ||
Principal Balance | 549,500 | |
Accrued Interest | 101,800 | |
Total | 651,300 | |
Convertible Notes Payable [Member] | Insurance company [Member] | ||
Principal Balance | $ 5,800 | |
Accrued Interest | ||
Total | $ 5,800 |
Convertible Promissory Notes 35
Convertible Promissory Notes and Other Notes Payable (Details 1) | 9 Months Ended |
Dec. 31, 2015$ / shares | |
Platinum and Acquired Unit Notes [Member] | |
Market price per share | $ 10 |
Exercise price per share | $ 7 |
Risk-free interest rate | 1.58% |
Expected term (years) | 5 years |
Volatility | 76.50% |
Dividend rate | 0.00% |
Fair Value per share | $ 6.89 |
Investor Unit Notes [Member] | |
Market price per share | 8 |
Exercise price per share | $ 7 |
Risk-free interest rate | 1.57% |
Expected term (years) | 5 years |
Volatility | 75.70% |
Dividend rate | 0.00% |
Fair Value per share | $ 5.15 |
Convertible Promissory Notes 36
Convertible Promissory Notes and Other Notes Payable (Details 2) - Cato [Member] | 9 Months Ended |
Dec. 31, 2015$ / shares | |
Pre-Modification [Member] | |
Market price per share | $ 10 |
Risk-free interest rate | 0.87% |
Expected term (years) | 2 years 3 months 22 days |
Volatility | 73.90% |
Dividend rate | 0.00% |
Pre-Modification [Member] | Minimum [Member] | |
Exercise price per share | $ 20 |
Fair Value per share | 2.44 |
Pre-Modification [Member] | MaximumMember | |
Exercise price per share | 30 |
Fair Value per share | 1.57 |
Post-Modification [Member] | |
Market price per share | 10 |
Exercise price per share | $ 7 |
Risk-free interest rate | 0.87% |
Expected term (years) | 2 years 3 months 22 days |
Volatility | 73.90% |
Dividend rate | 0.00% |
Fair Value per share | $ 5.33 |
Convertible Promissory Notes 37
Convertible Promissory Notes and Other Notes Payable (Details 3) | 9 Months Ended |
Dec. 31, 2015$ / shares | |
MF Note B [Member] | Pre-Modification [Member] | |
Market price per share | $ 10 |
Risk-free interest rate | 0.86% |
Expected term (years) | 2 years 3 months 7 days |
Volatility | 73.80% |
Dividend rate | 0.00% |
MF Note B [Member] | Pre-Modification [Member] | Minimum [Member] | |
Exercise price per share | $ 20 |
Fair Value per share | 2.39 |
MF Note B [Member] | Post-Modification [Member] | |
Market price per share | 10 |
Exercise price per share | $ 20 |
Risk-free interest rate | 1.57% |
Expected term (years) | 4 years 3 months 7 days |
Volatility | 76.70% |
Dividend rate | 0.00% |
Fair Value per share | $ 4.35 |
M F Note B [Member] | Pre-Modification [Member] | MaximumMember | |
Exercise price per share | 40 |
Fair Value per share | $ 1.04 |
Convertible Promissory Notes 38
Convertible Promissory Notes and Other Notes Payable (Details 4) - Icahn [Member] | 9 Months Ended |
Dec. 31, 2015$ / shares | |
Pre-Modification [Member] | |
Market price per share | $ 16 |
Exercise price per share | $ 10 |
Risk-free interest rate | 1.34% |
Expected term (years) | 3 years 9 months 4 days |
Volatility | 76.30% |
Dividend rate | 0.00% |
Fair Value per share | $ 10.48 |
Post-Modification [Member] | |
Market price per share | 16 |
Exercise price per share | $ 7 |
Risk-free interest rate | 1.34% |
Expected term (years) | 3 years 9 months 4 days |
Volatility | 76.30% |
Dividend rate | 0.00% |
Fair Value per share | $ 11.60 |
Convertible Promissory Notes 39
Convertible Promissory Notes and Other Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 12, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Extinguishment of debt | $ 17,200,000 | ||||||
Series B issued for debt extinguishment (shares) | 13,500 | 2,618,917 | |||||
Warrants issued (shares) | 628,264 | ||||||
Non-cash loss on extinguishment of debt | $ (26,700,200) | $ (2,371,400) | |||||
Warrant exercise price | $ 7 | ||||||
10% Conv Note [Member] | |||||||
Convertible note issued interest rate % | 10.00% | ||||||
Face amount convertible note | $ 280,000 | ||||||
Conversion terms | the outstanding principal of the 2014 Unit Notes and their related accrued interest (the Outstanding Balance) was convertible into shares of our common stock at a conversion price of $10.00 per share at or prior to Maturity, at the option of the accredited investor. In addition, upon our consummation of either (i) an equity or equity-based public financing registered with the SEC, or (ii) an equity or equity-based private placement, or series of private placements, not registered with the SEC, in either case resulting in gross cash proceeds to us of at least $10.0 million prior to Maturity (a Qualified Financing), the Outstanding Balance of the 2014 Unit Notes would automatically convert into securities substantially similar to those sold in the Qualified Financing, based on the following formula: (the Outstanding Balance as of the closing of the Qualified Financing) x 1.25 / (the per security price of the securities sold in the Qualified Financing). | ||||||
Discount percent | 99.00% | ||||||
Effective interest rate % | 1000000.00% | 1000000.00% | |||||
10% Conv Note Orig Issuance [Member] | |||||||
Face amount convertible note | $ 3,113,500 | ||||||
Platinum1 [Member] | |||||||
Extinguishment of debt | $ 4,489,300 | ||||||
Series B issued for debt extinguishment (shares) | 641,335 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 6,413,300 | ||||||
Non-cash loss on extinguishment of debt | (1,924,000) | ||||||
Platinum2 [Member] | |||||||
Extinguishment of debt | $ 1,345,700 | ||||||
Series B issued for debt extinguishment (shares) | 240,305 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Unit Note Other [Member] | |||||||
Extinguishment of debt | $ 1,487,900 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Unit Notes Investor [Member] | |||||||
Extinguishment of debt | $ 1,831,200 | ||||||
Series B issued, fair value per share | $ 8 | ||||||
Unit Notes Total [Member] | |||||||
Extinguishment of debt | $ 4,664,800 | ||||||
Series B issued for debt extinguishment (shares) | 833,020 | ||||||
Warrants issued (shares) | 833,020 | ||||||
Warrants issued, fair value $ | $ 5,168,400 | ||||||
Series B issued for debt extinguishment (fair value $$$) | 7,676,200 | ||||||
Non-cash loss on extinguishment of debt | (5,942,700) | ||||||
Conversion premium | 1,166,200 | ||||||
Beneficial conversion feature | 2,237,100 | ||||||
UHN Note [Member] | |||||||
Extinguishment of debt | $ 656,400 | ||||||
Series B issued for debt extinguishment (shares) | 93,775 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 937,800 | ||||||
Non-cash loss on extinguishment of debt | (308,900) | ||||||
Cato Note [Member] | |||||||
Extinguishment of debt | $ 1,583,000 | ||||||
Series B issued for debt extinguishment (shares) | 328,571 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 3,285,700 | ||||||
Non-cash loss on extinguishment of debt | $ (1,800,100) | ||||||
Amended warrants | 12,500 | ||||||
Warrant exercise price at issuance | $ 30 | ||||||
Warrant exercise price | $ 7 | ||||||
Increase in fair value of warrant | $ 222,700 | ||||||
Cato Payables [Member] | |||||||
Extinguishment of debt | $ 171,300 | ||||||
Amended warrants | 60,691 | ||||||
Warrant exercise price at issuance | $ 20 | ||||||
Warrant exercise price | $ 7 | ||||||
M&F Note B [Member] | |||||||
Extinguishment of debt | $ 1,735,500 | ||||||
Series B issued for debt extinguishment (shares) | 257,143 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 2,571,400 | ||||||
Non-cash loss on extinguishment of debt | $ (1,305,600) | ||||||
Amended warrants | 110,448 | ||||||
Warrant exercise price at issuance | $ 40 | ||||||
Warrant exercise price | $ 20 | ||||||
Increase in fair value of warrant | $ 244,200 | ||||||
M&F Payables Debt [Member] | |||||||
Extinguishment of debt | $ 1,149,000 | ||||||
Series B issued for debt extinguishment (shares) | 192,628 | ||||||
Series B issued, fair value per share | $ 12.25 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 2,359,700 | ||||||
Non-cash loss on extinguishment of debt | (1,168,000) | ||||||
M&F Payables 2 Debt [Member] | |||||||
Extinguishment of debt | 165,100 | ||||||
McCarthy Tetrault Note [Member] | |||||||
Extinguishment of debt | $ 379,600 | ||||||
Series B issued for debt extinguishment (shares) | 59,230 | ||||||
Series B issued, fair value per share | $ 14 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 829,200 | ||||||
Non-cash loss on extinguishment of debt | (447,500) | ||||||
McCarthy Tetrault Debt [Member] | |||||||
Extinguishment of debt | 2,100 | ||||||
Burr Pilger & Mayer Note [Member] | |||||||
Extinguishment of debt | $ 105,200 | ||||||
Series B issued for debt extinguishment (shares) | 21,429 | ||||||
Series B issued, fair value per share | $ 16.50 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 353,600 | ||||||
Non-cash loss on extinguishment of debt | (230,500) | ||||||
Burr Pilger & Mayer Debt [Member] | |||||||
Extinguishment of debt | 17,900 | ||||||
Icahn Note [Member] | |||||||
Extinguishment of debt | $ 19,100 | $ 270,400 | |||||
Series B issued for debt extinguishment (shares) | 3,000 | 40,000 | |||||
Series B issued, fair value per share | $ 12 | $ 16 | |||||
Series B issued for debt extinguishment (fair value $$$) | $ 36,000 | $ 640,000 | |||||
Non-cash loss on extinguishment of debt | (16,900) | $ (386,200) | |||||
Amended warrants | 15,000 | ||||||
Warrant exercise price at issuance | $ 10 | ||||||
Warrant exercise price | $ 7 | ||||||
Increase in fair value of warrant | $ 16,600 | ||||||
Jewish Health Note [Member] | |||||||
Extinguishment of debt | $ 115,000 | ||||||
Series B issued for debt extinguishment (shares) | 17,857 | ||||||
Series B issued, fair value per share | $ 15 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 267,900 | ||||||
Non-cash loss on extinguishment of debt | (152,900) | ||||||
Desjardins Note [Member] | |||||||
Extinguishment of debt | $ 187,400 | ||||||
Series B issued for debt extinguishment (shares) | 32,143 | ||||||
Series B issued, fair value per share | $ 14 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 450,000 | ||||||
Non-cash loss on extinguishment of debt | (262,600) | ||||||
MicroConstants Debt [Member] | |||||||
Extinguishment of debt | $ 22,000 | ||||||
Series B issued for debt extinguishment (shares) | 17,857 | ||||||
Series B issued, fair value per share | $ 14 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 250,000 | ||||||
Non-cash loss on extinguishment of debt | (157,600) | ||||||
MicroConstants Debt 2 [Member] | |||||||
Extinguishment of debt | $ 70,400 | ||||||
ServiceProviders Debt [Member] | |||||||
Extinguishment of debt | $ 497,900 | ||||||
Series B issued for debt extinguishment (shares) | 80,929 | ||||||
Series B issued, fair value per share | $ 10 | ||||||
Series B issued for debt extinguishment (fair value $$$) | $ 823,800 | ||||||
Non-cash loss on extinguishment of debt | $ (281,800) | ||||||
ServiceProviders Debt 2 [Member] | |||||||
Series B issued, fair value per share | $ 12 | ||||||
Non-cash loss on extinguishment of debt | $ (44,100) | ||||||
Convertible Notes Payable [Member] | |||||||
Principal Balance | $ 85,100 | $ 85,100 | $ 3,381,900 |
Capital Stock (Details)
Capital Stock (Details) | 9 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Warrant shares issued | shares | 628,264 |
2014 Unit Proceeds [Member] | |
Warrant shares issued | shares | 24,250 |
Market price per share | $ / shares | $ 10 |
Exercise price per share | $ / shares | $ 10 |
Expected term (years) | 1 year 8 months 12 days |
Risk-free interest rate | 0.45% |
Volatility | 73.19% |
Dividend rate | 0.00% |
Fair Value per share | $ / shares | $ 3.69 |
Aggregate fair value of unit warrants | $ 89,600 |
Aggregate proceeds of unit sales | 280,000 |
2014 Unit Proceeds [Member] | Unit Stock [Member] | |
Aggregate proceeds of unit sales | 128,900 |
2014 Unit Proceeds [Member] | Warrant [Member] | |
Aggregate proceeds of unit sales | 32,900 |
2014 Unit Proceeds [Member] | Convertible Notes Payable [Member] | |
Aggregate proceeds of unit sales | $ 118,200 |
Capital Stock (Details 1)
Capital Stock (Details 1) | 9 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Warrant shares issued | shares | 628,264 |
2015 Unit Proceeds [Member] | |
Warrant shares issued | shares | 628,264 |
Market price per share | $ / shares | $ 10.86 |
Exercise price per share | $ / shares | $ 7 |
Expected term (years) | 5 years |
Risk-free interest rate | 1.65% |
Volatility | 77.16% |
Dividend rate | 0.00% |
Fair Value per share | $ / shares | $ 4.12 |
Aggregate fair value of unit warrants | $ 4,849,100 |
Aggregate proceeds of unit sales | 4,397,800 |
2015 Unit Proceeds [Member] | Unit Stock [Member] | |
Aggregate proceeds of unit sales | 2,585,900 |
2015 Unit Proceeds [Member] | Convertible Notes Payable [Member] | |
Aggregate proceeds of unit sales | $ 1,811,900 |
Capital Stock (Details 2)
Capital Stock (Details 2) - Service Agreements [Member] - USD ($) | 1 Months Ended | 8 Months Ended |
Dec. 31, 2015 | Nov. 23, 2015 | |
Market price per share | $ 5 | $ 6.75 |
Exercise price per share | $ 7 | $ 7 |
Risk-free interest rate | 1.16% | 1.70% |
Term | 3 years | 5 years |
Volatility | 77.88% | 77.95% |
Dividend rate | 0.00% | 0.00% |
Fair Value per share | $ 2.12 | $ 4.22 |
Warrant shares granted | 3,750 | 7,500 |
Expense recognized | $ 79,600 | $ 31,700 |
Capital Stock (Details 3)
Capital Stock (Details 3) - Other Warrants [Member] | 9 Months Ended |
Dec. 31, 2015$ / shares | |
Pre-Modification [Member] | |
Market price per share | $ 10 |
Exercise price per share | $ 30.23 |
Risk-free interest rate | 0.83% |
Term | 2 years 3 months 3 days |
Volatility | 73.70% |
Dividend rate | 0.00% |
Fair Value per share | $ 1.55 |
Post-Modification [Member] | |
Market price per share | 10 |
Exercise price per share | $ 11.92 |
Risk-free interest rate | 0.83% |
Term | 2 years 3 months 3 days |
Volatility | 73.70% |
Dividend rate | 0.00% |
Fair Value per share | $ 3.79 |
Capital Stock (Details 4)
Capital Stock (Details 4) - Other Warrants 2 [Member] | 9 Months Ended |
Dec. 31, 2015$ / shares | |
Pre-Modification [Member] | |
Market price per share | $ 6.50 |
Exercise price per share | $ 9.97 |
Risk-free interest rate | 1.74% |
Term | 5 years 1 month 17 days |
Volatility | 78.80% |
Dividend rate | 0.00% |
Fair Value per share | $ 3.65 |
Post-Modification [Member] | |
Market price per share | 6.50 |
Exercise price per share | $ 7 |
Risk-free interest rate | 1.75% |
Term | 5 years 1 month 27 days |
Volatility | 78.70% |
Fair Value per share | $ 4.08 |
Capital Stock (Details 5)
Capital Stock (Details 5) - $ / shares | 9 Months Ended | |
Dec. 31, 2015 | Feb. 12, 2016 | |
Warrants outstanding | ||
Exercise price per share | $ 7.81 | |
Shares subject to purchase | 4,971,497 | 1,874,595 |
Warrant 1 [Member] | ||
Warrants outstanding | ||
Exercise price per share | $ 7 | |
Expirate date range | 9/30/2017 to 3/3/2023 | |
Shares subject to purchase | 4,169,645 | |
Warrant 2 [Member] | ||
Warrants outstanding | ||
Exercise price per share | $ 9.25 | |
Expirate date range | 9/2/2020 | |
Shares subject to purchase | 50,000 | |
Warrant 3 [Member] | ||
Warrants outstanding | ||
Exercise price per share | $ 10 | |
Expirate date range | 1/31/2016 to 1/11/2020 | |
Shares subject to purchase | 554,915 | |
Warrant 4 [Member] | ||
Warrants outstanding | ||
Exercise price per share | $ 15 | |
Expirate date range | 2/14/2018 to 3/4/2018 | |
Shares subject to purchase | 75,389 | |
Warrant 5 [Member] | ||
Warrants outstanding | ||
Exercise price per share | $ 20 | |
Expirate date range | 7/30/2016 to 9/15/2019 | |
Shares subject to purchase | 115,448 | |
Warrant 6 [Member] | ||
Warrants outstanding | ||
Exercise price per share | $ 30 | |
Expirate date range | 2/13/2016 to 11/20/2017 | |
Shares subject to purchase | 6,100 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 209 Months Ended | |||
Feb. 12, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Mar. 31, 2015 | |
Warrant shares issued | 628,264 | ||||||
Fair value warrants | $ (314,900) | $ (251,500) | |||||
Preferred stock authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ .001 | |||
Extinguishment (all) debt $$ | $ 17,200,000 | ||||||
Series B issued for debt extinguishment (shares) | 13,500 | 2,618,917 | |||||
Warrants outstanding, exercise price | $ 7.81 | $ 7.81 | $ 7.81 | ||||
Cash proceeds from issuance of common stock | $ 128,000 | $ 4,397,800 | $ 33,800,000 | ||||
General and administrative expense | $ 1,335,500 | $ 671,300 | $ 6,514,500 | $ 2,024,600 | |||
ServiceProvider 3 [Member] | |||||||
Stock issued for services | 50,000 | ||||||
Value shares issued for services | $ 500,000 | ||||||
Warrant [Member] | Nov 2015 Grant [Member] | |||||||
Cash payment warrant grant | 20,000 | ||||||
General and administrative expense | $ 237,600 | ||||||
Stock issued for services | 15,750 | ||||||
Value shares issued for services | $ 106,300 | ||||||
Warrant [Member] | ServiceProvider 5 [Member] | |||||||
Stock issued for services | 45,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Restricted stock issued | 5,976 | ||||||
Preferred stock authorized | 4,000,000 | 4,000,000 | 4,000,000 | ||||
Accrued dividends | $ 1,415,800 | $ 1,415,800 | $ 1,415,800 | ||||
Deduction from net loss from dividends | (1,459,300) | ||||||
Liquidation value | $ 26,541,400 | $ 26,541,400 | $ 26,541,400 | ||||
Shares registered | 3,992,479 | 3,992,479 | 3,992,479 | ||||
Preferred stock converted to common | 213,318 | ||||||
Restricted stock issued for accrued dividends, shares | 5,976 | ||||||
Payment of dividends with stock, value | $ 43,500 | ||||||
Series B Preferred Stock [Member] | ServiceProvider 1 [Member] | |||||||
Stock issued for services | 25,000 | ||||||
Value shares issued for services | $ 250,000 | ||||||
Series B Preferred Stock [Member] | ServiceProvider 2 [Member] | |||||||
General and administrative expense | 337,500 | $ 675,000 | |||||
Stock issued for services | 90,000 | ||||||
Value shares issued for services | $ 1,350,000 | ||||||
Series B Preferred Stock [Member] | ServiceProvider 4 [Member] | |||||||
Stock issued for services | 10,000 | ||||||
Value shares issued for services | $ 120,000 | ||||||
2014 Unit Proceeds [Member] | |||||||
Warrant shares issued | 24,250 | ||||||
Exercise price per share | $ 10 | ||||||
Market price per share | $ 10 | ||||||
Aggregate proceeds of unit sales | $ 280,000 | ||||||
Fair Value per share | $ 3.69 | ||||||
Interest rate | 10.00% | ||||||
Note issued | 280,000 | $ 280,000 | $ 280,000 | ||||
Restricted stock issued | 33,000 | ||||||
Restricted stock issued for accrued dividends, shares | 33,000 | ||||||
2014 Unit Proceeds [Member] | Unit Stock [Member] | |||||||
Aggregate proceeds of unit sales | $ 128,900 | ||||||
2014 Unit Proceeds [Member] | Warrant [Member] | |||||||
Aggregate proceeds of unit sales | $ 32,900 | ||||||
2015 Unit Proceeds [Member] | |||||||
Warrant shares issued | 628,264 | ||||||
Exercise price per share | $ 7 | ||||||
Market price per share | $ 10.86 | ||||||
Aggregate proceeds of unit sales | $ 4,397,800 | ||||||
Fair Value per share | $ 4.12 | ||||||
Deemed dividend | $ 1,811,800 | ||||||
2015 Unit Proceeds [Member] | Unit Stock [Member] | |||||||
Aggregate proceeds of unit sales | $ 2,585,900 | ||||||
Accredited Investors [Member] | 2014 Unit Proceeds [Member] | |||||||
Warrant shares issued | 307,100 | ||||||
Exercise price per share | $ 10 | ||||||
Aggregate proceeds of unit sales | $ 3,393,500 | ||||||
Note issued | 3,393,500 | $ 3,393,500 | 3,393,500 | ||||
Restricted stock issued | 315,850 | ||||||
Restricted stock issued for accrued dividends, shares | 315,850 | ||||||
Platinum [Member] | |||||||
Common shares exchanged | 200,000 | ||||||
Platinum [Member] | August 2015 Agmt [Member] | |||||||
Warrant shares issued | 235,714 | ||||||
Purchase agreement, value | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||
Purchase agreement, shares | 458,571 | 458,571 | 458,571 | ||||
Cash proceeds from issuance of common stock | $ 1,650,000 | ||||||
Warrant Adjustment 3 [Member] | |||||||
Warrant shares issued | 650,000 | ||||||
Exercise price per share | $ 9.25 | ||||||
Warrant Adjustment 3 [Member] | Management [Member] | |||||||
Warrant shares issued | 600,000 | ||||||
Warrant Adjustment 3 [Member] | Restatement Adjustment [Member] | |||||||
Exercise price per share | $ 5.68 | ||||||
Fair value warrants | $ 3,692,900 | ||||||
Research and development expense | 852,200 | ||||||
General and administrative expense | $ 2,840,700 | ||||||
Warrant Adjustment 4 [Member] | |||||||
Warrant shares issued | 1,123,533 | ||||||
Exercise price per share | $ 6.50 | ||||||
Warrant Adjustment 4 [Member] | Restatement Adjustment [Member] | |||||||
Warrant shares issued | 10,803 | ||||||
Exercise price per share | $ 7 | ||||||
Fair value warrants | $ 492,600 | ||||||
Research and development expense | 135,100 | ||||||
General and administrative expense | $ 357,500 | ||||||
Warrant Adjustment 4 [Member] | Management [Member] | |||||||
Warrant shares issued | 600,000 | ||||||
Warrant Adjustment 2 [Member] | |||||||
Warrant shares issued | 54,576 | ||||||
Fair value warrants issued | $ 122,300 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 12, 2016 | Oct. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant exercise price | $ 7 | |||||
Incurred expenses on research and subsequent other projects | $ 806,300 | $ 445,400 | $ 2,835,000 | $ 1,476,600 | ||
CHC Note [Member] | ||||||
Interest rate on note | 7.50% | |||||
Warrant exercise price | $ 30 | $ 7 | ||||
Total interest expense | 0 | 7,400 | $ 4,700 | 22,500 | ||
CRL [Member] | ||||||
Interest rate on note | 7.50% | |||||
Warrant exercise price | $ 20 | $ 7 | ||||
Total interest expense | 0 | 36,300 | $ 23,500 | 109,900 | ||
Incurred expenses on research and subsequent other projects | $ 19,400 | $ 7,500 | $ 41,500 | $ 22,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 12, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Shares issued | 18,286 | ||
Warrants issued | 18,286 | ||
Cash proceeds | $ 128,000 | ||
Exercise price, warrant | $ 7 | ||
Preferred stock issued for conversion of debt | 13,500 | 2,618,917 | |
Preferred stock issued | 716 | ||
Dividends paid | $ 6,200 | ||
Preferred stock authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value per share | $ 0.001 | $ .001 | |
Warrants outstanding | 1,874,595 | 4,971,497 | |
Platinum [Member] | |||
Common shares exchanged | 200,000 | ||
Warrants cancelled | 455,358 | ||
Shareholder [Member] | |||
Shares issued | 618,685 | ||
Warrants cancelled | 824,887 | ||
Series C Preferred Stock [Member] | |||
Preferred stock authorized | 3,000,000 | ||
Preferred stock, par value per share | $ .001 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | ||
Series C Preferred Stock [Member] | Platinum [Member] | |||
Preferred stock issued | 200,000 | ||
Series C Preferred Stock [Member] | Platinum [Member] | Warrant [Member] | |||
Preferred stock issued | 1,776,494 | ||
Warrants cancelled | 2,368,658 | ||
Series C Preferred Stock 2 [Member] | Platinum [Member] | |||
Preferred stock issued | 341,518 | ||
Series A Preferred Stock [Member] | |||
Preferred stock authorized | 500,000 | 500,000 | |
Series A Preferred Stock [Member] | Platinum [Member] | |||
Warrants issued | 80,357 |