Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2018 | Nov. 12, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Vitality Biopharma, Inc. | |
Entity Central Index Key | 1,438,943 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 36,350,148 | |
Trading Symbol | VBIO | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,019 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
Current Assets | ||
Cash | $ 336,680 | $ 656,290 |
Accounts receivable, net | 20,065 | 13,843 |
Prepaid expense, related party | 2,600 | |
Prepaid expenses | 8,058 | 3,058 |
Total Assets | 364,803 | 675,791 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 314,673 | 200,475 |
Accounts payable - related party | 7,800 | |
Advance from unrelated party | 250,000 | |
Derivative liability | 215,391 | 153,042 |
Total liabilities | 787,864 | 353,517 |
Commitments and contingencies | ||
Stockholders' Equity (Deficiency) | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 24,683,481 and 24,275,147 shares issued and outstanding, respectively | 24,483 | 24,075 |
Additional paid-in-capital | 23,953,408 | 22,343,135 |
Accumulated deficit | (24,400,952) | (22,044,936) |
Total stockholders' equity (deficiency) | (423,061) | 322,274 |
Total liabilities and stockholders' equity (deficiency) | $ 364,803 | $ 675,791 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 24,683,481 | 24,275,147 |
Common stock, shares outstanding | 24,683,481 | 24,275,147 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 36,505 | $ 30,976 | $ 62,833 | $ 58,019 |
Cost of goods sold | 14,709 | 17,480 | 40,457 | 37,966 |
Gross profit | 21,796 | 13,496 | 22,376 | 20,053 |
Operating expenses: | ||||
General and administrative | 684,273 | 601,882 | 1,207,457 | 1,275,671 |
Rent related party | 7,800 | 7,800 | 15,600 | 15,300 |
Research and development | 505,564 | 420,587 | 1,092,986 | 827,596 |
Total operating expenses | 1,197,637 | 1,030,269 | 2,316,043 | 2,118,567 |
Loss from operations | (1,175,841) | (1,016,773) | (2,293,667) | (2,098,514) |
Other income (expense) | ||||
Change in fair value of derivative liability | (44,956) | 118,253 | (62,349) | 93,641 |
Total other expenses, net | (44,956) | 118,253 | (62,349) | 93,641 |
Net loss | $ (1,220,797) | $ (898,520) | $ (2,356,016) | $ (2,004,873) |
Net loss per common share Basic and Diluted | $ (0.05) | $ (0.04) | $ (0.10) | $ (0.09) |
Weighted average number of common shares outstanding Basic and Diluted | 24,328,136 | 22,760,660 | 24,301,786 | 22,509,356 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Deficiency) (Unaudited) - 6 months ended Sep. 30, 2018 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2018 | $ 24,075 | $ 22,343,135 | $ (22,044,936) | $ 322,274 |
Balance, shares at Mar. 31, 2018 | 24,275,147 | |||
Issuance of common stock and warrants | $ 333 | 499,667 | 500,000 | |
Issuance of common stock and warrants, shares | 333,334 | |||
Fair value of vested restricted common stock | 213,761 | 213,761 | ||
Fair value of vested stock options | 783,670 | 783,670 | ||
Fair value of common stock issued for services | $ 75 | 113,175 | $ 113,250 | |
Fair value of common stock issued for services, shares | 75,000 | 75,000 | ||
Net Loss | (2,356,016) | $ (2,356,016) | ||
Balance at Sep. 30, 2018 | $ 24,483 | $ 23,953,408 | $ (24,400,952) | $ (423,061) |
Balance, shares at Sep. 30, 2018 | 24,683,481 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net loss | $ (2,356,016) | $ (2,004,873) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Fair value of vested stock options | 783,670 | 423,930 |
Fair value of vested restricted common stock | 213,761 | 205,167 |
Fair value of common stock issued for services | 113,250 | 263,676 |
Change in fair value of derivative liability | 62,349 | (93,641) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,222) | (1,038) |
Prepaid expense - related party | 2,600 | |
Prepaid expense | (5,000) | |
Accounts payable and accrued liabilities | 114,198 | (93,601) |
Accounts payable - related party | 7,800 | (31,900) |
Net cash used in operating activities | (1,069,610) | (1,332,280) |
Financing activities | ||
Advance from unrelated party | 250,000 | |
Proceeds from sale of common stock and warrants | 500,000 | 995,001 |
Net cash provided by financing activities | 750,000 | 995,001 |
Net decrease in cash | (319,610) | (337,279) |
Cash and cash equivalents - beginning of period | 656,290 | 1,152,766 |
Cash and cash equivalent - end of period | 336,680 | 815,487 |
Cash paid during the period for: | ||
Interest | ||
Income taxes |
Business Operations and Summary
Business Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business Operations and Summary of Significant Accounting Policies | 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Vitality Biopharma, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. The Company’s fiscal year end is March 31. In 2015, the Company developed a new class of cannabinoids known as cannabosides, which were discovered through application of the Company’s proprietary enzymatic bioprocessing technologies originally developed for stevia sweeteners. In 2016, the Company received approvals from the U.S. Drug Enforcement Administration (the “DEA”) and the State of California to initiate studies and manufacturing scale-up at its research and development facilities in order to develop cannabosides. Going Concern and Liquidity The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended September 30, 2018, the Company incurred a net loss of $2,356,016 and used cash in operating activities of $1,069,610. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s March 31, 2018 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate that as of the date of this report we have sufficient funds to operate the business into 2020. We may require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, licensing or acquiring new assets, and researching and developing any potential patents and any further intellectual property that we may acquire. Further, these estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period. In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. On October 19, 2018, the Company sold 5,666,666 shares of its common stock and warrants to purchase 5,666,666 shares of the Company’s common stock, resulting in net proceeds to the Company of approximately $8,350,000 after deducting fees and expenses of the offering. The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase a share of common stock, at a price of $1.50 per unit, with an exercise price for the warrants of $3.00 per share. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three and six months ended September 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete audited financial statements. However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period. The balance sheet information as of March 31, 2018 was derived from the Company’s audited financial statements as of and for the year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2018. These financial statements should be read in conjunction with that report. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Revenue Recognition Effective April 1, 2018 the Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Financial Assets and Liabilities Measured at Fair Value The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The fair value of the derivative liabilities of $215,391 and $153,042 at September 30, 2018 and March 31, 2018, respectively, were valued using Level 2 inputs. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the September 30, 2018, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (“ASC”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using a Black-Scholes-Merton option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company’s statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company periodically issues unvested (“restricted”) shares of its common stock to employees as equity incentives. The Company’s restricted stock vests upon the satisfaction of a recipient’s service condition, which is satisfied over a period of number of years. The restricted shares vest over certain period and remain subject to forfeiture if vesting conditions are not met. The Company values the shares based on the price per share of the Company’s shares at the date of grant and recognizes the value as compensation expense ratably over the vesting period. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Three months ended September 30, 2018 September 30, 2017 Options 3,456,710 2,871,710 Warrants 1,301,670 705,755 Total 4,758,380 3,577,465 Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Targeted Improvements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 2. DERIVATIVE LIABILITY In May 2015, the Company issued certain warrants which included an anti-dilution provision that allows for the automatic reset of the exercise price of the warrants upon future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants. In addition, the Company determined that the warrants can be settled for cash at the holders’ option in a future fundamental transaction, as defined. As a result of the anti-dilution and fundamental transaction provisions, the Company determined that the conversion feature of the warrants should be separated from the host contract, be recognized as a derivative liability, and re-measured at each reporting period with the change in value reported in the statement of operations. At March 31, 2018, the balance of the derivative liabilities was $153,042. During the six months ended September 30, 2018, the Company recorded an increase in derivative liability of $62,349. At September 30, 2018, the balance of the derivative liabilities was $215,391. At September 30, 2018 and March 31, 2018, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: September 30, 2018 March 31, 2018 Conversion feature: Risk-free interest rate 2.73 % 1.73-2.27 % Expected volatility 118 % 121 % Expected life (in years) 2 years .25 to 2.15 years Expected dividend yield — — Fair Value: Conversion feature $ 215,391 $ 153,042 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. |
Advance from Unrelated Party
Advance from Unrelated Party | 6 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Advance from Unrelated Party | 3. ADVANCE FROM UNRELATED PARTY In July 2018, we received an advance from an unrelated party for $250,000 related to a potential investment in the Company. Negotiations for the potential investment are currently ongoing. The advance is unsecured, non-interest bearing, and due on demand. |
Stockholders' Equity (Deficienc
Stockholders' Equity (Deficiency) | 6 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity (Deficiency) | 4. STOCKHOLDERS’ EQUITY (DEFICIENCY) Issuance of Common Stock and Warrants On August 29, 2018, the Company sold 333,334 shares of its common stock and warrants to purchase 166,667 shares of the Company’s common stock, resulting in net proceeds to the Company of approximately $500,000 after deducting fees and expenses of the offering. The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase a share of common stock, at a price of $1.50 per unit, with an exercise price for the warrants of $2.00 per share. Common stock issued to employees with vesting terms The Company has issued shares of common stock to employees and directors that vest over time. The fair value of these stock awards is based on the market price of the Company’s common stock on the dates granted, and are amortized over vesting terms ranging up to three years. During the six months ended September 30, 2018, we recorded expense related to the fair value of stock awards that vested of $213,761. At September 30, 2018, the amount of unvested compensation related to these awards is approximately $140,000, and will be recorded as expense over 1 year. Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board. In the event a recipient’s employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement. The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, April 1, 2018 918,085 Granted — Vested — Forfeited — Non-vested shares, September 30, 2018 918,085 Common stock issued for services During the six months ended September 30, 2018, the Company issued a total of 75,000 shares of common stock to one consultant as payment for services and recorded expenses of $113,250 based on the fair value of the Company’s common stock at the issuance date. |
Stock Options
Stock Options | 6 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | 5. STOCK OPTIONS A summary of the Company’s stock option activity during the three months ended September 30, 2018 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2018 3,316,710 $ 1.40 Granted 200,000 1.87 Exercised — Expired (60,000 ) 2.00 Cancelled — Balance outstanding at September 30, 2018 3,456,710 $ 1.46 Balance exercisable at September 30, 2018 2,775,960 $ 1.15 A summary of the Company’s stock options outstanding and exercisable as of September 30, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, September 30, 2018 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 677,500 $ 1.50-1.81 $ 1.50 687,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 3,456,710 Options Exercisable, September 30, 2018 1,664,542 $ 0.50 $ 0.50 127,250 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 172,500 $ 1.50-1.81 $ 1.50-1.81 512,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 2,775,960 During the six months ended September 30, 2018, we expensed total stock-based compensation related to stock options of $783,670, and the remaining unamortized cost of the outstanding stock-based awards at September 30, 2018 was approximately $869,000. The remaining unamortized cost will be amortized on a straight line basis over a weighted average remaining vesting period of one year. At September 30, 2018, the 3,456,710 outstanding stock options had an intrinsic value of approximately $3,260,000. |
Warrants
Warrants | 6 Months Ended |
Sep. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 6. WARRANTS At September 30, 2018, warrants to purchase common shares were outstanding as follows: Shares Weighted Average Exercise Price Balance at March 31, 2018 1,164,422 $ 2.19 Granted 166,667 2.00 Exercised — — Expired (29,419 ) $ 4.25 Balance outstanding and exercisable at September 30, 2018 1,301,670 $ 2.15 At September 30, 2018, the 1,301,670 outstanding warrants had an intrinsic value or approximately $63,000. |
Related Party Obligations
Related Party Obligations | 6 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Obligations | 7. RELATED PARTY OBLIGATIONS On April 23, 2012, the Company entered into a lease agreement with One World Ranches, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Company’s Board of Directors, and his wife, to rent the space being used as the Company’s principal office and laboratory facility. The original term of the lease was from May 1, 2012 to May 1, 2017. In May 2017, the Company extended the lease through May 1, 2020. Our rent payments thereunder were $2,300 per month until May 1, 2017 and increased to $2,600 per month on May 1, 2017. Aggregate payments under the lease for the six months ended September 30, 2018 and 2017 were $7,800 and $15,300, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. SUBSEQUENT EVENTS On October 19, 2018, the Company sold 5,666,666 shares of its common stock and warrants to purchase 5,666,666 shares of the Company’s common stock, resulting in net proceeds to the Company of approximately $8,350,000 after deducting fees and expenses of the offering. The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase a share of common stock, at a price of $1.50 per unit, with an exercise price for the warrants of $3.00 per share. On October 19, 2018, the Company also entered into a share exchange agreement with the shareholders of Summit Healthtech, Inc. (“Summit”), a company formed by a team of physicians and psychologists to develop innovative healthcare treatments and specialty healthcare centers focused on the use of cannabinoid therapies as an alternative to opioid painkillers. The Company agreed to issue 6,000,000 shares of the Company’s common stock, in exchange for all of the outstanding common stock of Summit. Following the closing of the exchange on October 22, 2018, the Company owned 100% of the capital stock of Summit and it was renamed Vitality Healthtech, Inc. Vitality Healthtech, Inc. will be operated as a wholly-owned subsidiary of the Company. On November 6, 2018, the U.S. Securities and Exchange Commission (the “SEC”) announced the temporary suspension of trading in the Company’s common stock. The suspension terminates on November 20, 2018. The Company is cooperating with the SEC. |
Business Operations and Summa_2
Business Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Going Concern and Liquidity | Going Concern and Liquidity The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended September 30, 2018, the Company incurred a net loss of $2,356,016 and used cash in operating activities of $1,069,610. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s March 31, 2018 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate that as of the date of this report we have sufficient funds to operate the business into 2020. We may require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, licensing or acquiring new assets, and researching and developing any potential patents and any further intellectual property that we may acquire. Further, these estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period. In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. On October 19, 2018, the Company sold 5,666,666 shares of its common stock and warrants to purchase 5,666,666 shares of the Company’s common stock, resulting in net proceeds to the Company of approximately $8,350,000 after deducting fees and expenses of the offering. The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase a share of common stock, at a price of $1.50 per unit, with an exercise price for the warrants of $3.00 per share. Despite the amount of funds that we have raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. |
Basis of Presentation of Unaudited Condensed Financial Information | Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three and six months ended September 30, 2018 and 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete audited financial statements. However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period. The balance sheet information as of March 31, 2018 was derived from the Company’s audited financial statements as of and for the year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2018. These financial statements should be read in conjunction with that report. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets, and the accrual of potential liabilities. |
Revenue Recognition | Revenue Recognition Effective April 1, 2018 the Company adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Financial Assets and Liabilities Measured at Fair Value | Financial Assets and Liabilities Measured at Fair Value The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The fair value of the derivative liabilities of $215,391 and $153,042 at September 30, 2018 and March 31, 2018, respectively, were valued using Level 2 inputs. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the September 30, 2018, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (“ASC”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using a Black-Scholes-Merton option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company’s statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company periodically issues unvested (“restricted”) shares of its common stock to employees as equity incentives. The Company’s restricted stock vests upon the satisfaction of a recipient’s service condition, which is satisfied over a period of number of years. The restricted shares vest over certain period and remain subject to forfeiture if vesting conditions are not met. The Company values the shares based on the price per share of the Company’s shares at the date of grant and recognizes the value as compensation expense ratably over the vesting period. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Three months ended September 30, 2018 September 30, 2017 Options 3,456,710 2,871,710 Warrants 1,301,670 705,755 Total 4,758,380 3,577,465 |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Targeted Improvements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) and Derivatives and Hedging (Topic 815) - Accounting for Certain Financial Instruments with Down Round Features. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Business Operations and Summa_3
Business Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Three months ended September 30, 2018 September 30, 2017 Options 3,456,710 2,871,710 Warrants 1,301,670 705,755 Total 4,758,380 3,577,465 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Valuation Assumptions for Derivative Liabilities | At September 30, 2018 and March 31, 2018, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: September 30, 2018 March 31, 2018 Conversion feature: Risk-free interest rate 2.73 % 1.73-2.27 % Expected volatility 118 % 121 % Expected life (in years) 2 years .25 to 2.15 years Expected dividend yield — — Fair Value: Conversion feature $ 215,391 $ 153,042 |
Stockholders' Equity (Deficie_2
Stockholders' Equity (Deficiency) (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Nonvested Restricted Stock Unit Activity | The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, April 1, 2018 918,085 Granted — Vested — Forfeited — Non-vested shares, September 30, 2018 918,085 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity during the three months ended September 30, 2018 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2018 3,316,710 $ 1.40 Granted 200,000 1.87 Exercised — Expired (60,000 ) 2.00 Cancelled — Balance outstanding at September 30, 2018 3,456,710 $ 1.46 Balance exercisable at September 30, 2018 2,775,960 $ 1.15 |
Schedule of Stock Options Outstanding and Exercisable | A summary of the Company’s stock options outstanding and exercisable as of September 30, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, September 30, 2018 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 677,500 $ 1.50-1.81 $ 1.50 687,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 3,456,710 Options Exercisable, September 30, 2018 1,664,542 $ 0.50 $ 0.50 127,250 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 172,500 $ 1.50-1.81 $ 1.50-1.81 512,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 2,775,960 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Sep. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | At September 30, 2018, warrants to purchase common shares were outstanding as follows: Shares Weighted Average Exercise Price Balance at March 31, 2018 1,164,422 $ 2.19 Granted 166,667 2.00 Exercised — — Expired (29,419 ) $ 4.25 Balance outstanding and exercisable at September 30, 2018 1,301,670 $ 2.15 |
Business Operations and Summa_4
Business Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 29, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 |
Net loss | $ 1,220,797 | $ 898,520 | $ 2,356,016 | $ 2,004,873 | ||
Net cash used in operating activities | $ 1,069,610 | $ 1,332,280 | ||||
Stock issued during period, shares, new issues | 333,334 | |||||
Warrants to purchase common stock | 166,667 | |||||
Proceeds from sale of common stock | $ 500,000 | |||||
Shares issued price per shares | $ 1.50 | |||||
Warrants exercise price | $ 2 | $ 2.15 | $ 2.15 | $ 2.19 | ||
Fair value of derivative liabilities | $ 215,391 | $ 215,391 | $ 153,042 | |||
October 19, 2018 [Member] | ||||||
Stock issued during period, shares, new issues | 5,666,666 | |||||
Warrants to purchase common stock | 5,666,666 | 5,666,666 | ||||
Proceeds from sale of common stock | $ 8,350,000 | |||||
Shares issued price per shares | $ 1.50 | $ 1.50 | ||||
Warrants exercise price | $ 3 | $ 3 |
Business Operations and Summa_5
Business Operations and Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive securities excluded from computation of earnings per share | 4,758,380 | 3,577,465 |
Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 3,456,710 | 2,871,710 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,301,670 | 705,755 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 215,391 | $ 153,042 |
Increase (decrease) in derivative liabilities | $ 62,349 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Valuation Assumptions for Derivative Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Mar. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value of Derivative Liability | $ 215,391 | $ 153,042 |
Risk-free Interest Rate [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 2.73% | |
Expected Volatility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 118.00% | 121.00% |
Expected Life [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, term | 2 years | |
Expected Dividend Yield [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 0.00% | 0.00% |
Minimum [Member] | Risk-free Interest Rate [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 1.73% | |
Minimum [Member] | Expected Life [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, term | 2 months 30 days | |
Maximum [Member] | Risk-free Interest Rate [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 2.27% | |
Maximum [Member] | Expected Life [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, term | 2 years 1 month 24 days |
Advance from Unrelated Party (D
Advance from Unrelated Party (Details Narrative) | 1 Months Ended |
Jul. 31, 2018USD ($) | |
Debt Disclosure [Abstract] | |
Payments of unrelated party | $ 250,000 |
Stockholders' Equity (Deficie_3
Stockholders' Equity (Deficiency) (Details Narrative) - USD ($) | Aug. 29, 2018 | Sep. 30, 2018 | Mar. 31, 2018 |
Equity [Abstract] | |||
Stock issued during period, shares, new issues | 333,334 | ||
Warrants to purchase common stock | 166,667 | ||
Proceeds from sale of common stock and warrants, net | $ 500,000 | ||
Shares issued price per shares | $ 1.50 | ||
Warrants exercise price | $ 2 | $ 2.15 | $ 2.19 |
Fair value of stock awards that vested | $ 213,761 | ||
Stock-based compensation expense not yet recognized | $ 140,000 | ||
Stock-based compensation unvested compensation related to awards period | 1 year | ||
Common stock issued for services, shares | 75,000 | ||
Common stock issued for services | $ 113,250 |
Stockholders' Equity (Deficie_4
Stockholders' Equity (Deficiency) - Schedule of Nonvested Restricted Stock Unit Activity (Details) | 6 Months Ended |
Sep. 30, 2018shares | |
Granted | 166,667 |
Forfeited | (29,419) |
Restricted Stock [Member] | |
Non-vested shares, Beginning Balance | 918,085 |
Granted | |
Vested | |
Forfeited | |
Non-vested shares, Ending Balance | 918,085 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock-based compensation | $ 783,670 | $ 423,930 | |
Unamortized cost of outstanding stock-based awards | $ 869,000 | ||
Weighted average remaining vesting period | 1 year | ||
Number of stock options outstanding, shares | 3,456,710 | 3,316,710 | |
Options outstanding, intrinsic value | $ 3,260,000 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) | 6 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares outstanding, beginning balance outstanding | shares | 3,316,710 |
Shares, Granted | shares | 200,000 |
Shares, Exercised | shares | |
Shares, Expired | shares | (60,000) |
Shares, Cancelled | shares | |
Shares outstanding, ending balance | shares | 3,456,710 |
Shares, Balance exercisable | shares | 2,775,960 |
Weighted Average Exercise Price, outstanding beginning balance | $ / shares | $ 1.40 |
Weighted Average Exercise Price, Granted | $ / shares | 1.87 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | 2 |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Exercise Price, outstanding ending balance | $ / shares | 1.46 |
Weighted Average Exercise Price, Balance exercisable | $ / shares | $ 1.15 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 3,456,710 | 3,316,710 |
Weighted average grant-date stock price, options outstanding | $ 1.87 | |
Number of options exercisable | 2,775,960 | |
Stock Options One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 1,664,542 | |
Weighted average exercise price, options outstanding | $ 0.50 | |
Weighted average grant-date stock price, options outstanding | $ 0.50 | |
Number of options exercisable | 1,664,542 | |
Weighted average exercise price, options exercisable | $ 0.50 | |
Weighted average grant-date stock price, options exercisable | $ 0.50 | |
Stock Options Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 128,000 | |
Weighted average exercise price, options outstanding | $ 0.96 | |
Weighted average grant-date stock price, options outstanding | $ 0.96 | |
Number of options exercisable | 127,250 | |
Weighted average exercise price, options exercisable | $ 0.96 | |
Weighted average grant-date stock price, options exercisable | $ 0.96 | |
Stock Options Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 130,000 | |
Weighted average exercise price, options outstanding | $ 1 | |
Weighted average grant-date stock price, options outstanding | $ 10 | |
Number of options exercisable | 130,000 | |
Weighted average exercise price, options exercisable | $ 1 | |
Weighted average grant-date stock price, options exercisable | $ 10 | |
Stock Options Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 677,500 | |
Weighted average grant-date stock price, options outstanding | $ 1.50 | |
Number of options exercisable | 172,500 | |
Stock Options Four [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 1.50 | |
Weighted average exercise price, options exercisable | 1.50 | |
Weighted average grant-date stock price, options exercisable | 1.50 | |
Stock Options Four [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 1.81 | |
Weighted average exercise price, options exercisable | 1.81 | |
Weighted average grant-date stock price, options exercisable | $ 1.81 | |
Stock Options Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 687,500 | |
Number of options exercisable | 512,500 | |
Stock Options Five [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 2 | |
Weighted average grant-date stock price, options outstanding | 2 | |
Weighted average exercise price, options exercisable | 2 | |
Weighted average grant-date stock price, options exercisable | 2 | |
Stock Options Five [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 2.79 | |
Weighted average grant-date stock price, options outstanding | 2.79 | |
Weighted average exercise price, options exercisable | 2.79 | |
Weighted average grant-date stock price, options exercisable | $ 2.79 | |
Stock Options Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 123,334 | |
Number of options exercisable | 123,334 | |
Stock Options Six [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 3.10 | |
Weighted average grant-date stock price, options outstanding | 3.10 | |
Weighted average exercise price, options exercisable | 3.10 | |
Weighted average grant-date stock price, options exercisable | 3.10 | |
Stock Options Six [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 3.80 | |
Weighted average grant-date stock price, options outstanding | 3.80 | |
Weighted average exercise price, options exercisable | 3.80 | |
Weighted average grant-date stock price, options exercisable | $ 3.80 | |
Stock Options Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 45,834 | |
Number of options exercisable | 45,834 | |
Stock Options Seven [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 4 | |
Weighted average grant-date stock price, options outstanding | 4 | |
Weighted average exercise price, options exercisable | 4 | |
Weighted average grant-date stock price, options exercisable | 4 | |
Stock Options Seven [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 4.70 | |
Weighted average grant-date stock price, options outstanding | 4.70 | |
Weighted average exercise price, options exercisable | 4.70 | |
Weighted average grant-date stock price, options exercisable | $ 4.70 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Sep. 30, 2018USD ($)shares |
Warrants and Rights Note Disclosure [Abstract] | |
Outstanding warrants | shares | 1,301,670 |
Share based compensation intrinsic value | $ | $ 63,000 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) | 6 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of shares, warrants outstanding, beginning balance | shares | 1,164,422 |
Number of shares, warrants grants | shares | 166,667 |
Number of shares, warrants exercised | shares | |
Number of shares, warrants expired | shares | (29,419) |
Number of shares, warrants outstanding and exercisable ending balance | shares | 1,301,670 |
Weighted average exercise price, warrants outstanding, beginning balance | $ / shares | $ 2.19 |
Weighted average exercise price, warrants outstanding, granted | $ / shares | 2 |
Weighted average exercise price, warrants outstanding, exercised | $ / shares | |
Weighted average exercise price, warrants outstanding, expired | $ / shares | 4.25 |
Weighted average exercise price, warrants outstanding, outstanding and exercisable, ending balance | $ / shares | $ 2.15 |
Related Party Obligations (Deta
Related Party Obligations (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 23, 2012 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Leased Assets [Line Items] | |||
Operating leases, net rent expense | $ 7,800 | $ 15,300 | |
Carlson Lease [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease description | The original term of the lease was from May 1, 2012 to May 1, 2017. In May 2017, the Company extended the lease through May 1, 2020. | ||
Payments for rent per month | $ 2,300 | ||
Lease expiration date | May 1, 2017 | ||
Increase payment for rent per month | $ 2,600 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 19, 2018 | Aug. 29, 2018 | Oct. 22, 2018 | Sep. 30, 2018 | Mar. 31, 2018 |
Stock issued during period, shares, new issues | 333,334 | ||||
Warrants to purchase common stock | 166,667 | ||||
Proceeds from sale of common stock and warrants, net | $ 500,000 | ||||
Shares issued price per shares | $ 1.50 | ||||
Warrants exercise price | $ 2 | $ 2.15 | $ 2.19 | ||
Subsequent Event [Member] | |||||
Stock issued during period, shares, new issues | 5,666,666 | ||||
Warrants to purchase common stock | 5,666,666 | ||||
Proceeds from sale of common stock and warrants, net | $ 8,350,000 | ||||
Shares issued price per shares | $ 1.50 | ||||
Warrants exercise price | $ 3 | ||||
Subsequent Event [Member] | Summit Healthtech, Inc. [Member] | |||||
Stock issued during period, shares, new issues | 6,000,000 | ||||
Equity ownership percentage | 100.00% |