Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 31, 2018 | Feb. 13, 2019 | |
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 | Dec. 31, 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 | 53,230,147 | |
Trading Symbol | VBIO | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Current Assets | ||
Cash | $ 7,462,171 | $ 656,290 |
Accounts receivable, net | 45,926 | 13,843 |
Prepaid expense, related party | 2,600 | |
Prepaid expenses and other current assets | 21,286 | 3,058 |
Total current assets | 7,529,383 | 675,791 |
Furniture and equipment, net | 12,269 | |
Other assets | 22,662 | |
Goodwill | 9,050,000 | |
Total Assets | 16,614,314 | 675,791 |
Current Liabilities | ||
Accounts payable | 387,697 | 200,475 |
Accounts payable - related party | 5,200 | |
Accrued expenses and other current liabilities | 50,544 | |
Advance payable | 250,000 | |
Derivative liability | 52,483 | 153,042 |
Total liabilities | 745,924 | 353,517 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 36,480,147 and 24,275,147 shares issued and outstanding, respectively | 36,280 | 24,075 |
Additional paid-in-capital | 41,441,633 | 22,343,135 |
Accumulated deficit | (25,609,523) | (22,044,936) |
Total stockholders' equity | 15,868,390 | 322,274 |
Total liabilities and stockholders' equity | $ 16,614,314 | $ 675,791 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 36,480,147 | 24,275,147 |
Common stock, shares outstanding | 36,480,147 | 24,275,147 |
Condensed Consolidted Statement
Condensed Consolidted Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 94,823 | $ 19,305 | $ 157,656 | $ 77,324 |
Costs and Operating expenses: | ||||
Salaries and costs of outpatient services and other costs | 313,285 | 16,976 | 353,742 | 54,942 |
General and administrative | 1,027,127 | 619,312 | 2,234,584 | 1,894,984 |
Rent - related party | 7,800 | 7,800 | 23,400 | 23,100 |
Research and development | 112,210 | 562,504 | 1,205,196 | 1,390,100 |
Total costs and operating expenses | 1,460,422 | 1,206,592 | 3,816,922 | 3,363,126 |
Loss from operations | (1,365,599) | (1,187,287) | (3,659,266) | (3,285,802) |
Other income (expense) | ||||
Interest expense | (5,880) | (5,880) | ||
Change in fair value of derivative liability | 162,908 | (54,686) | 100,559 | 38,955 |
Total other income (expenses), net | 157,028 | (54,686) | 94,679 | 38,955 |
Net loss | $ (1,208,571) | $ (1,241,973) | $ (3,564,587) | $ (3,246,847) |
Net loss per common share Basic and Diluted | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.14) |
Weighted average number of common shares outstanding Basic and Diluted | 32,741,120 | 23,034,347 | 26,559,259 | 22,752,010 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2017 | $ 22,214 | $ 18,088,093 | $ (17,735,939) | $ 374,368 |
Balance, shares at Mar. 31, 2017 | 22,215,180 | |||
Issuance of common stock and warrants | $ 1,600 | 2,388,399 | 2,389,999 | |
Issuance of common stock and warrants, shares | 1,599,999 | |||
Fair value of vested restricted common stock | 309,183 | 309,183 | ||
Fair value of vested restricted common stock, shares | 200,000 | |||
Fair value of vested stock options | 842,121 | 842,121 | ||
Fair value of common stock issued for services | $ 186 | 313,490 | 313,676 | |
Fair value of common stock issued for services, shares | 184,968 | |||
Net Loss | (3,246,847) | (3,246,847) | ||
Balance at Dec. 31, 2017 | $ 24,000 | 21,941,286 | (20,982,786) | 982,500 |
Balance, shares at Dec. 31, 2017 | 24,200,147 | |||
Balance at Sep. 30, 2017 | $ 23,034 | 19,975,047 | (19,740,812) | 257,269 |
Balance, shares at Sep. 30, 2017 | 23,034,347 | |||
Issuance of common stock and warrants | $ 933 | 1,394,065 | 1,394,998 | |
Issuance of common stock and warrants, shares | 933,332 | |||
Fair value of vested restricted common stock | 104,016 | 104,016 | ||
Fair value of vested restricted common stock, shares | 200,000 | |||
Fair value of vested stock options | 418,191 | 418,191 | ||
Fair value of common stock issued for services | $ 33 | 49,967 | 50,000 | |
Fair value of common stock issued for services, shares | 32,468 | |||
Net Loss | (1,241,974) | (1,241,973) | ||
Balance at Dec. 31, 2017 | $ 24,000 | 21,941,286 | (20,982,786) | 982,500 |
Balance, shares at Dec. 31, 2017 | 24,200,147 | |||
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 | $ 6,000 | 8,844,000 | 8,850,000 | |
Issuance of common stock and warrants, shares | 6,000,000 | |||
Exchange of common stock for shares of Summit Healthtech, Inc. | $ 6,000 | 8,994,000 | 9,000,000 | |
Exchange of common stock for shares of Summit Healthtech, Inc., shares | 6,000,000 | |||
Fair value of vested restricted common stock | 320,642 | 320,642 | ||
Fair value of vested stock options | 624,011 | 624,011 | ||
Fair value of common stock issued for services | $ 205 | 315,845 | 316,050 | |
Fair value of common stock issued for services, shares | 205,000 | |||
Net Loss | (3,564,587) | (3,564,587) | ||
Balance at Dec. 31, 2018 | $ 36,280 | 41,441,633 | (25,609,523) | 15,868,390 |
Balance, shares at Dec. 31, 2018 | 36,480,147 | |||
Balance at Sep. 30, 2018 | $ 24,483 | 23,953,408 | (24,400,952) | (423,061) |
Balance, shares at Sep. 30, 2018 | 24,683,481 | |||
Issuance of common stock and warrants | $ 5,667 | 8,344,333 | 8,350,000 | |
Issuance of common stock and warrants, shares | 5,666,666 | |||
Exchange of common stock for shares of Summit Healthtech, Inc. | $ 6,000 | 8,994,000 | 9,000,000 | |
Exchange of common stock for shares of Summit Healthtech, Inc., shares | 6,000,000 | |||
Fair value of vested restricted common stock | 106,881 | 106,881 | ||
Fair value of vested stock options | (159,659) | (159,659) | ||
Fair value of common stock issued for services | $ 130 | 202,670 | 202,800 | |
Fair value of common stock issued for services, shares | 130,000 | |||
Net Loss | (1,208,571) | (1,208,571) | ||
Balance at Dec. 31, 2018 | $ 36,280 | $ 41,441,633 | $ (25,609,523) | $ 15,868,390 |
Balance, shares at Dec. 31, 2018 | 36,480,147 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,564,587) | $ (3,246,847) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Fair value of vested stock options | 624,011 | 842,121 |
Fair value of vested restricted common stock | 320,642 | 309,183 |
Fair value of common stock issued for services | 316,050 | 313,676 |
Change in fair value of derivative liability | (100,559) | (38,955) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (22,005) | 5,738 |
Prepaid expense - related party | 2,600 | (2,600) |
Prepaid expense and other current assets | (1,805) | |
Other assets | (22,662) | |
Accounts payable | (43,093) | (327,871) |
Accounts payable - related party | 5,200 | (34,500) |
Accrued expenses and other current liabilities | 50,544 | |
Net cash used in operating activities | (2,435,664) | (2,180,055) |
Cash Flows from Investing Activities | ||
Cash acquired from acquisition of Summit Healthtech | 141,545 | |
Cash Flows from Financing Activities | ||
Advance payable | 250,000 | |
Proceeds from sale of common stock and warrants, net | 8,850,000 | 2,389,999 |
Net cash provided by financing activities | 9,100,000 | 2,389,999 |
Net increase in cash | 6,805,881 | 209,944 |
Cash and cash equivalents - beginning of period | 656,290 | 1,152,766 |
Cash and cash equivalent - end of period | 7,462,171 | 1,362,710 |
Cash paid during the period for: | ||
Interest | 5,880 | |
Income taxes | ||
Fair value of common stock of $9,000,000 issued in Summit Healthtech acquisition allocated to: | ||
Current assets | 168,046 | |
Fixed assets | 12,269 | |
Costs in excess of net assets acquired | 9,050,000 | |
Current liabilities assumed | $ (230,315) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 9 Months Ended |
Dec. 31, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Fair value of common stock | $ 9,000,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 1. NATURE OF BUSINESS 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. On October 19, 2018, the Company acquired Summit Healthtech, Inc. (“Summit”) and its subsidiary, The Control Center, Inc., which is in the business of behavioral health and addiction medicine treatment (see Note 2). Liquidity As reflected in the accompanying financial statements, for the nine months ended December 31, 2018, the Company incurred a net loss of $3,564,587 and used cash in operating activities of $2,435,664. In August 2018 and October 2018, the Company sold an aggregate of 6,000,000 shares of its common stock and warrants to purchase 5,833,333 shares of the Company’s common stock, resulting in net proceeds to the Company of approximately $8,850,000 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 exercise prices for the warrants ranging from $2.00 to $3.00 per share. As of December 31, 2018, we had $7,462,171 of cash, stockholders’ equity of $15,868,390 and had working capital of $6,783,459. We have not yet received significant revenues from sales of products or services, and have recurring losses from operations, and further losses are anticipated in the development of our business. During 2019, we expect to expand our clinical operations and research and development. Our budget for 2019 includes increased revenue primarily from our clinical operations that were acquired in October 2018, increased spending on clinical operations and research and development, and higher payroll expenses as we increase our professional and scientific staff. Based on the funds we had available on December 31, 2018, we believe that we have sufficient capital to fund our anticipated operating expenses for at least the next 12 months. While we believe that our existing cash balances will be sufficient to fund our currently planned level of operations for at least 12 months, 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. 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 nine months ended December 31, 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. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Vitality Healthtech, Inc., a Nevada corporation, and The Control Center, Inc., a California corporation. Intercompany transactions and balances have been eliminated in consolidation. 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, the allocation of acquisition costs, the fair value of equity instruments issued for services, assumptions used in the valuation of derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Impairment of long-lived assets The Company’s long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. It tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. 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) Fees for outpatient counselling, coaching, psychological assessments and other related services are recognized when patients receive the service. Our contracts with patients generally cover periods ranging from one week to four weeks. 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 $52,483 and $153,042 at December 31, 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 December 31, 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 net loss by the weighted average number of common shares outstanding for the period, excluding unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. 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 December 31, 2018 December 310, 2017 Options 3,456,710 3,216,710 Warrants 6,968,336 1,164,422 Unvested restricted common stock 918,085 918,085 Total 11,343,131 5,299,217 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. Segments The Company operates in two reportable business segments. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. All financial information required by “Segment Reporting” can be found in Note 9 of the accompanying condensed consolidated financial statements. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases 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. |
Acquisition of Summit Healthtec
Acquisition of Summit Healthtech | 9 Months Ended |
Dec. 31, 2018 | |
Acquisition Of Summit Healthtech | |
Acquisition of Summit Healthtech | 2. ACQUISITION OF SUMMIT HEALTHTECH On October 22, 2018, the Company issued 6,000,000 shares of the Company’s common stock valued at $9,000,000, in exchange for all of the outstanding common stock of Summit Healthtech, Inc. (“Summit”). Summit was formed to develop treatments and specialty healthcare centers focused on the use of cannabinoid therapies as an alternative to opioid painkillers. Summit owns 49% of The Control Center, Inc. which it purchased from Dr. Reef Karim, the founder of The Control Center. The remaining 51% of The Control Center is in the name of Dr. Karim and will be assigned to Summit upon the earlier of (i) the successful filing of a change of ownership for The Control Center’s facility’s license with the California Department of Health Care Services or (ii) October 12, 2019. The accompanying consolidated financial statements include the accounts of Summit and The Control Center after the acquisition of Summit was completed given that the assignment of Dr. Karim’s interest in The Control Center to the Company is considered perfunctory. The Control Center is in the business of behavioral health and addiction medicine treatment. On October 22, 2018, Summit was renamed Vitality Healthtech, Inc. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the assistance of an independent valuation firm. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). The provisional allocation of the purchase price is based on management’s preliminary estimates. Once management completes its analysis to finalize the purchase price allocation with assistance from a third-party valuation firm, it is reasonably possible that there could be changes to the preliminary values. The primary areas of the purchase price allocation that are not yet finalized relate to identifiable intangible assets and goodwill. Fair value of assets acquired: Cash $ 141,545 Accounts receivables (provisional) 10,078 Prepaid expenses (provisional) 16,423 Property and equipment (provisional) 12,269 Goodwill (provisional) 9,050,000 Total 9,230,315 Fair value of liabilities assumed (provisional) (230,315 ) Purchase price $ 9,000,000 The following unaudited pro forma information presents the combined results of operations as if the share exchange agreement with Summit had been completed on April 1, 2017, the beginning of the comparable prior annual reporting period. These unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations: For the three months ended December 31, 2018 For the three months ended December 31, 2017 For the nine months ended December 31, 2018 For the nine months ended December 31, 2017 (unaudited) (unaudited) (unaudited) (unaudited) Revenue 142,951 190,919 $ 616,746 $ 645,698 Operating income (loss) (1,377,598 ) (1,225,616 ) (3,699,408 ) (3,531,565 ) Net income (loss) (1,220,570 ) (1,280,282 ) $ (3,604,729 ) $ (3,492,610 ) Net income (loss) per share (0.04 ) (0.15 ) $ (0.13 ) $ (0.06 ) |
Derivative Liability
Derivative Liability | 9 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 3. 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 warrants should 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 nine months ended December 31, 2018, the Company recorded a decrease in derivative liability of $100,559. At December 31, 2018, the balance of the derivative liabilities was $52,483. At December 31, 2018 and March 31, 2018, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: December 31, 2018 March 31, 2018 (unaudited) Risk-free interest rate 2.63 % 1.73-2.27 % Expected volatility 179 % 121 % Expected life (in years) 1.4 years .25 to 2.15 years Expected dividend yield — — Fair Value: Warrants $ 52,483 $ 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 Payable
Advance Payable | 9 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Advance Payable | 4. ADVANCE PAYABLE 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
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 5. STOCKHOLDERS’ EQUITY 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 proceeds to the Company of $500,000. 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. 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 $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 (See Note 2) and issued 6,000,000 shares of the Company’s common stock, in exchange for all of the outstanding common stock of Summit. 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 nine months ended December 31, 2018, we recorded expense related to the fair value of stock awards that vested which amounted to an aggregate of $320,642. At December 31, 2018, the amount of unvested compensation related to these awards is approximately $33,000, and will be recorded as expense over the next three months. 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, December 31, 2018 918,085 Common stock issued for services During the nine months ended December 31, 2018, the Company issued a total of 205,000 shares of common stock to two consultants as payment for services and recorded expenses of $316,050 based on the fair value of the Company’s common stock at the issuance date. |
Stock Options
Stock Options | 9 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | 6. STOCK OPTIONS A summary of the Company’s stock option activity during the nine months ended December 31, 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 December 31, 2018 3,456,710 $ 1.46 Balance exercisable at December 31, 2018 2,899,294 $ 1.17 A summary of the Company’s stock options outstanding and exercisable as of December 31, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, December 31, 2018 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 677,500 $ 1.50-1.95 $ 1.50-1.95 687,500 $ 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, December 31, 2018 1,664,542 $ 0.50 $ 0.50 127,250 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 295,834 $ 1.50-1.95 $ 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 2,899,294 During the nine months ended December 31, 2018, we expensed total stock-based compensation related to vested stock options of $624,011, and the remaining unamortized cost of the outstanding stock-based awards at December 31, 2018 was approximately $570,000. The remaining unamortized cost will be amortized on a straight line basis over a weighted average remaining vesting period of one year. At December 31, 2018, the 3,456,710 outstanding stock options had an intrinsic value of $250,000. |
Warrants
Warrants | 9 Months Ended |
Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 7. WARRANTS At December 31, 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 5,833,333 2.97 Exercised — — Expired (29,419 ) $ 4.25 Balance outstanding and exercisable at December 31, 2018 (unaudited) 6,968,336 $ 2.84 In August 2018 and October 2018, we issued warrants to purchase an aggregate of 5,833,333 shares of the Company’s common stock with exercise prices ranging from $2.00 to $3.00 per share (see Note 5). These warrants were cancelled in January 2019 (see Note 10). At December 31, 2018, the 6,968,336 outstanding warrants had no intrinsic value. |
Related Party Obligations
Related Party Obligations | 9 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Obligations | 8. RELATED PARTY OBLIGATIONS In May 2017, the Company extended a lease 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 office and laboratory facility through May 1, 2020. Rent payments are $2,600 per month. Aggregate payments under the lease for the nine months ended December 31, 2018 and 2017 were $23,400 and $23,100, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 9. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: Research & Development and Clinical Operations. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The Company operates two reportable business segments: ● Clinical Operations – provision of healthcare products and services focused on treatment of opioid dependence ● Research and development – research and development primarily related to the Company’s cannabinoid pharmaceuticals The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: By Categories For the nine months ended December 31, 2018 (Unaudited) Clinical Operations Research & Development Corporate Total Revenues $ 64,388 $ 93,268 $ - $ 157,656 Cost of revenues 293,973 59,769 - 353,742 General and Administrative 276,127 147,760 1,810,697 2,234,584 Research and Development - 1,205,196 1,205,196 Net loss (511,592 ) (157,446 ) (2,895,549 ) (3,564,587 ) Total assets 227,692 36,268 16,350,354 16,614,314 Capital expenditures for long-lived assets $ - $ - $ - $ - For the nine months ended December 31, 2017 (Unaudited) Clinical Operations Research & Development Corporate Total Revenues $ - $ 77,324 $ - $ 77,324 Cost of revenues - 54,942 - 54,942 Depreciation and amortization - - - - Net loss - (1,182,814 ) (2,064,033 ) (3,246,847 ) Total assets - 7,874,276 1,381,828 1,381,828 Capital expenditures for long-lived assets $ - $ - $ - $ - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS In August 2018 and October 2018, the Company entered into securities purchase agreements with certain investors and issued a total of 6 million shares of common stock and warrants to purchase 5.8 million shares of the Company’s common stock for net proceeds of approximately $8.4 million (See Note 5). On January 18, 2019, the Company entered into an amendment to these securities purchase agreements. Pursuant to the amendment, the warrants to purchase the 5.8 million shares of the Company’s common stock were cancelled, and the investors were issued an additional 16,750,000 shares of the Company’s common stock for no additional consideration. The fair value of the additional shares is estimated to be approximately $9.7 million, and will be recorded as a deemed dividend to the investors. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity As reflected in the accompanying financial statements, for the nine months ended December 31, 2018, the Company incurred a net loss of $3,564,587 and used cash in operating activities of $2,435,664. In August 2018 and October 2018, the Company sold an aggregate of 6,000,000 shares of its common stock and warrants to purchase 5,833,333 shares of the Company’s common stock, resulting in net proceeds to the Company of approximately $8,850,000 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 exercise prices for the warrants ranging from $2.00 to $3.00 per share. As of December 31, 2018, we had $7,462,171 of cash, stockholders’ equity of $15,868,390 and had working capital of $6,783,459. We have not yet received significant revenues from sales of products or services, and have recurring losses from operations, and further losses are anticipated in the development of our business. During 2019, we expect to expand our clinical operations and research and development. Our budget for 2019 includes increased revenue primarily from our clinical operations that were acquired in October 2018, increased spending on clinical operations and research and development, and higher payroll expenses as we increase our professional and scientific staff. Based on the funds we had available on December 31, 2018, we believe that we have sufficient capital to fund our anticipated operating expenses for at least the next 12 months. While we believe that our existing cash balances will be sufficient to fund our currently planned level of operations for at least 12 months, 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. 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 nine months ended December 31, 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. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Vitality Healthtech, Inc., a Nevada corporation, and The Control Center, Inc., a California corporation. Intercompany transactions and balances have been eliminated in consolidation. |
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, the allocation of acquisition costs, the fair value of equity instruments issued for services, assumptions used in the valuation of derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company’s long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. It tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. |
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) Fees for outpatient counselling, coaching, psychological assessments and other related services are recognized when patients receive the service. Our contracts with patients generally cover periods ranging from one week to four weeks. |
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 $52,483 and $153,042 at December 31, 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 December 31, 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 net loss by the weighted average number of common shares outstanding for the period, excluding unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. 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 December 31, 2018 December 310, 2017 Options 3,456,710 3,216,710 Warrants 6,968,336 1,164,422 Unvested restricted common stock 918,085 918,085 Total 11,343,131 5,299,217 |
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. |
Segments | Segments The Company operates in two reportable business segments. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. All financial information required by “Segment Reporting” can be found in Note 9 of the accompanying condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases 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. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, 2018 December 310, 2017 Options 3,456,710 3,216,710 Warrants 6,968,336 1,164,422 Unvested restricted common stock 918,085 918,085 Total 11,343,131 5,299,217 |
Acquisition of Summit Healtht_2
Acquisition of Summit Healthtech (Table) | 9 Months Ended |
Dec. 31, 2018 | |
Acquisition Of Summit Healthtech | |
Schedule of Fair Value of Assets Acquired | The primary areas of the purchase price allocation that are not yet finalized relate to identifiable intangible assets and goodwill. Fair value of assets acquired: Cash $ 141,545 Accounts receivables (provisional) 10,078 Prepaid expenses (provisional) 16,423 Property and equipment (provisional) 12,269 Goodwill (provisional) 9,050,000 Total 9,230,315 Fair value of liabilities assumed (provisional) (230,315 ) Purchase price $ 9,000,000 |
Summary of Share Exchange Agreement | These unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations: For the three months ended December 31, 2018 For the three months ended December 31, 2017 For the nine months ended December 31, 2018 For the nine months ended December 31, 2017 (unaudited) (unaudited) (unaudited) (unaudited) Revenue 142,951 190,919 $ 616,746 $ 645,698 Operating income (loss) (1,377,598 ) (1,225,616 ) (3,699,408 ) (3,531,565 ) Net income (loss) (1,220,570 ) (1,280,282 ) $ (3,604,729 ) $ (3,492,610 ) Net income (loss) per share (0.04 ) (0.15 ) $ (0.13 ) $ (0.06 ) |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Valuation Assumptions for Derivative Liabilities | At December 31, 2018 and March 31, 2018, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: December 31, 2018 March 31, 2018 (unaudited) Risk-free interest rate 2.63 % 1.73-2.27 % Expected volatility 179 % 121 % Expected life (in years) 1.4 years .25 to 2.15 years Expected dividend yield — — Fair Value: Warrants $ 52,483 $ 153,042 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 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, December 31, 2018 918,085 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 2018 3,456,710 $ 1.46 Balance exercisable at December 31, 2018 2,899,294 $ 1.17 |
Schedule of Stock Options Outstanding and Exercisable | A summary of the Company’s stock options outstanding and exercisable as of December 31, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, December 31, 2018 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 677,500 $ 1.50-1.95 $ 1.50-1.95 687,500 $ 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, December 31, 2018 1,664,542 $ 0.50 $ 0.50 127,250 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 295,834 $ 1.50-1.95 $ 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 2,889,294 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | At December 31, 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 5,833,333 2.97 Exercised — — Expired (29,419 ) $ 4.25 Balance outstanding and exercisable at December 31, 2018 (unaudited) 6,968,336 $ 2.84 |
Summary of Segment Report (Tabl
Summary of Segment Report (Table) | 9 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Segment Report | The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: By Categories For the nine months ended December 31, 2018 (Unaudited) Clinical Operations Research & Development Corporate Total Revenues $ 64,388 $ 93,268 $ - $ 157,656 Cost of revenues 293,973 59,769 - 353,742 General and Administrative 276,127 147,760 1,810,697 2,234,584 Research and Development - 1,205,196 1,205,196 Net loss (511,592 ) (157,446 ) (2,895,549 ) (3,564,587 ) Total assets 227,692 36,268 16,350,354 16,614,314 Capital expenditures for long-lived assets $ - $ - $ - $ - For the nine months ended December 31, 2017 (Unaudited) Clinical Operations Research & Development Corporate Total Revenues $ - $ 77,324 $ - $ 77,324 Cost of revenues - 54,942 - 54,942 Depreciation and amortization - - - - Net loss - (1,182,814 ) (2,064,033 ) (3,246,847 ) Total assets - 7,874,276 1,381,828 1,381,828 Capital expenditures for long-lived assets $ - $ - $ - $ - |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) | Oct. 19, 2018USD ($)$ / sharesshares | Aug. 29, 2018USD ($)$ / sharesshares | Oct. 30, 2018USD ($)shares | Aug. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | Oct. 31, 2018$ / sharesshares | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) |
Net loss | $ 1,208,571 | $ 1,241,973 | $ 3,564,587 | $ 3,246,847 | |||||||||
Net cash used in operating activities | 2,435,664 | 2,180,055 | |||||||||||
Stock issued during period, shares, new issues | shares | 5,666,666 | 333,334 | 6,000,000 | 6,000,000 | |||||||||
Warrants to purchase common stock | shares | 5,666,666 | 166,667 | 5,833,333 | 5,833,333 | |||||||||
Proceeds from sale of common stock | $ 8,350,000 | $ 500,000 | $ 8,850,000 | $ 8,850,000 | |||||||||
Shares issued price per shares | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||
Warrants exercise price | $ / shares | $ 3 | $ 2 | |||||||||||
Cash | 7,462,171 | 7,462,171 | $ 656,290 | ||||||||||
Stockholders' equity | 15,868,390 | $ 982,500 | 15,868,390 | $ 982,500 | $ (423,061) | 322,274 | $ 257,269 | $ 374,368 | |||||
Working capital | 6,783,459 | 6,783,459 | |||||||||||
Fair value of derivative liabilities | $ 52,483 | $ 52,483 | $ 153,042 | ||||||||||
Number of reportable segments | Number | 2 | ||||||||||||
Minimum [Member] | |||||||||||||
Warrants exercise price | $ / shares | 2 | 2 | |||||||||||
Maximum [Member] | |||||||||||||
Warrants exercise price | $ / shares | $ 3 | $ 3 |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive securities excluded from computation of earnings per share | 11,343,131 | 5,299,217 |
Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 3,456,710 | 3,216,710 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 6,968,336 | 1,164,422 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 918,085 | 918,085 |
Acquisition of Summit Healtht_3
Acquisition of Summit Healthtech (Details Narrative) - USD ($) | Oct. 22, 2018 | Oct. 19, 2018 | Aug. 29, 2018 | Oct. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 12, 2018 |
Stock issued during period, shares, new issues | 5,666,666 | 333,334 | 6,000,000 | 6,000,000 | ||||||
Value of common stock issued in exchange for outstanding common stock | $ 8,350,000 | $ 1,394,998 | $ 8,850,000 | $ 2,389,999 | ||||||
The Control Center, Inc [Member] | ||||||||||
Equity ownership percentage | 49.00% | |||||||||
Dr. Karim [Member] | ||||||||||
Equity ownership percentage | 51.00% | |||||||||
Summit Healthtech, Inc. [Member] | ||||||||||
Stock issued during period, shares, new issues | 6,000,000 | 6,000,000 | ||||||||
Value of common stock issued in exchange for outstanding common stock | $ 9,000,000 |
Acquisition of Summit Healtht_4
Acquisition of Summit Healthtech - Schedule of Fair Value of Assets Acquired (Details) | Dec. 31, 2018USD ($) |
Acquisition Of Summit Healthtech | |
Fair value of assets acquired: Cash | $ 141,545 |
Fair value of assets acquired: Accounts receivables | 10,078 |
Fair value of assets acquired: Prepaid expenses | 16,423 |
Fair value of assets acquired: Property and equipment | 12,269 |
Fair value of assets acquired: Cost in excess of acquired net assets-to be allocated | 9,050,000 |
Fair value of assets acquired: Total | 9,230,315 |
Fair value of liabilities assumed | (230,315) |
Purchase price | $ 9,000,000 |
Acquisition of Summit Healtht_5
Acquisition of Summit Healthtech - Summary of Share Exchange Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Acquisition Of Summit Healthtech | ||||
Revenue | $ 142,951 | $ 190,919 | $ 616,746 | $ 645,698 |
Operating income (loss) | (1,377,598) | (1,225,616) | (3,699,408) | (3,531,565) |
Net income (loss) | $ (1,220,570) | $ (1,280,282) | $ (3,604,729) | $ (3,492,610) |
Net income (loss) per share | $ (0.04) | $ (0.15) | $ (0.13) | $ (0.06) |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 52,483 | $ 153,042 |
Increase (decrease) in derivative liabilities | $ 100,559 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Valuation Assumptions for Derivative Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value: Warrants | $ 52,483 | $ 153,042 |
Risk-free Interest Rate [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 2.63% | |
Expected Volatility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, percent | 179.00% | 121.00% |
Expected Life [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurements valuation techniques, term | 1 year 4 months 24 days | |
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 Payable (Details Narrat
Advance Payable (Details Narrative) | 1 Months Ended |
Jul. 31, 2018USD ($) | |
Debt Disclosure [Abstract] | |
Payments of unrelated party | $ 250,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 22, 2018 | Oct. 19, 2018 | Aug. 29, 2018 | Oct. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 5,666,666 | 333,334 | 6,000,000 | 6,000,000 | ||||||
Warrants to purchase common stock | 5,666,666 | 166,667 | 5,833,333 | 5,833,333 | ||||||
Proceeds from sale of common stock and warrants | $ 8,350,000 | $ 500,000 | $ 8,850,000 | $ 8,850,000 | ||||||
Shares issued price per shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||
Warrants exercise price | $ 3 | $ 2 | ||||||||
Fair value of stock awards that vested | $ 320,642 | |||||||||
Stock-based compensation expense not yet recognized | $ 33,000 | $ 33,000 | ||||||||
Stock-based compensation unvested compensation related to awards period | 3 months | |||||||||
Common stock issued for services | $ 202,800 | $ 50,000 | $ 316,050 | $ 313,676 | ||||||
Two Consultants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock issued for services, shares | 205,000 | |||||||||
Common stock issued for services | $ 316,050 | |||||||||
Summit Healthtech, Inc. [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 6,000,000 | 6,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Dec. 31, 2018shares | |
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 ($) | 9 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based compensation related to vested stock options | $ 624,011 | |
Unamortized cost of outstanding stock-based awards | $ 570,000 | |
Weighted average remaining vesting period | 1 year | |
Number of stock options outstanding, shares | 3,456,710 | 3,316,710 |
Options outstanding, intrinsic value | $ 250,000 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) | 9 Months Ended |
Dec. 31, 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 | 2,899,294 |
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 | $ 1.17 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | |
Dec. 31, 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 | 2,899,294 | |
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 | |
Number of options exercisable | 295,834 | |
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 grant-date stock 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 | 1.95 | |
Weighted average grant-date stock price, options outstanding | 1.95 | |
Weighted average exercise price, options exercisable | 1.95 | |
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) - USD ($) | Dec. 31, 2018 | Oct. 31, 2018 | Oct. 19, 2018 | Aug. 31, 2018 | Aug. 29, 2018 |
Number of warrants issued to purchase common stock | 5,833,333 | 5,666,666 | 5,833,333 | 166,667 | |
Warrants exercise price | $ 3 | $ 2 | |||
Minimum [Member] | |||||
Warrants exercise price | $ 2 | $ 2 | |||
Maximum [Member] | |||||
Warrants exercise price | $ 3 | $ 3 | |||
Warrants [Member] | |||||
Number of warrants issued to purchase common stock | 5,833,333 | 5,833,333 | |||
Outstanding warrants | 6,968,336 | ||||
Share based compensation intrinsic value | $ 0 | ||||
Warrants [Member] | Minimum [Member] | |||||
Warrants exercise price | $ 2 | $ 2 | |||
Warrants [Member] | Maximum [Member] | |||||
Warrants exercise price | $ 3 | $ 3 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of shares, warrants outstanding, beginning balance | shares | 1,164,422 |
Number of shares, warrants grants | shares | 5,833,333 |
Number of shares, warrants exercised | shares | |
Number of shares, warrants expired | shares | (29,419) |
Number of shares, warrants outstanding and exercisable ending balance | shares | 6,968,336 |
Weighted average exercise price, warrants outstanding, beginning balance | $ / shares | $ 2.19 |
Weighted average exercise price, warrants outstanding, granted | $ / shares | 2.97 |
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 | $ 2.84 |
Related Party Obligations (Deta
Related Party Obligations (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Leased Assets [Line Items] | |||
Operating leases, net rent expense | $ 23,400 | $ 23,100 | |
Lease Agreement [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease expiration date | May 1, 2020 | ||
Payments for rent per month | $ 2,600 |
Segment Information (Details Na
Segment Information (Details Narrative) | 9 Months Ended |
Dec. 31, 2018Number | |
Segment Reporting [Abstract] | |
Reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Segment Report (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 94,823 | $ 19,305 | $ 157,656 | $ 77,324 |
General and Administrative | 1,027,127 | 619,312 | 2,234,584 | 1,894,984 |
Research and Development | 112,210 | 562,504 | 1,205,196 | 1,390,100 |
Net loss | $ (1,208,571) | $ (1,241,973) | (3,564,587) | (3,246,847) |
Operating Segments [Member] | ||||
Revenues | 157,656 | 77,324 | ||
Cost of revenues | 353,742 | 54,942 | ||
General and Administrative | 2,234,584 | |||
Research and Development | 1,205,196 | |||
Depreciation and amortization | ||||
Net loss | (3,564,587) | (3,249,847) | ||
Total assets | 16,614,314 | 1,381,828 | ||
Capital expenditures for long-lived assets | ||||
Clinical Operations [Member] | ||||
Revenues | 64,388 | |||
Cost of revenues | 293,973 | |||
General and Administrative | 276,127 | |||
Research and Development | ||||
Net loss | (511,592) | |||
Total assets | 227,692 | |||
Capital expenditures for long-lived assets | ||||
Research & Development [Member] | ||||
Revenues | 93,268 | 77,324 | ||
Cost of revenues | 59,769 | 54,942 | ||
General and Administrative | 147,760 | |||
Research and Development | 1,205,196 | |||
Depreciation and amortization | ||||
Net loss | (157,446) | (1,182,814) | ||
Total assets | 36,268 | 7,874,276 | ||
Capital expenditures for long-lived assets | ||||
Corporate [Member] | ||||
Revenues | ||||
Cost of revenues | ||||
General and Administrative | 1,810,697 | |||
Depreciation and amortization | ||||
Net loss | (2,895,549) | (2,064,033) | ||
Total assets | 16,350,354 | 1,381,828 | ||
Capital expenditures for long-lived assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 18, 2019 | Oct. 19, 2018 | Aug. 29, 2018 | Oct. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2018 |
Stock issued during period, shares, new issues | 5,666,666 | 333,334 | 6,000,000 | 6,000,000 | ||||
Warrants to purchase common stock | 5,666,666 | 166,667 | 5,833,333 | 5,833,333 | ||||
Proceeds from issuance of common stock and warrants | $ 8,400,000 | $ 8,400,000 | $ 8,850,000 | $ 2,389,999 | ||||
Estimated additional shares fair value | $ 9,000,000 | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Stock issued during period, shares, new issues | 16,750,000 | |||||||
Estimated additional shares fair value | $ 9,700,000 |