Document and Entity Information
Document and Entity Information | 6 Months Ended |
Sep. 30, 2019 | |
Document And Entity Information | |
Entity Registrant Name | Beyond Air, Inc. |
Entity Central Index Key | 0001641631 |
Document Type | S-1 |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 1,895,389 | $ 1,340,203 | $ 732,542 |
Restricted cash | 459,234 | 16,934 | 5,692 |
Marketable securities | 7,485,819 | 6,542,667 | 8,304,392 |
Right-of-use lease assets | 58,267 | ||
Other current assets and prepaid expenses | 414,033 | 788,409 | 59,249 |
Total current assets | 10,312,742 | 8,688,213 | 9,101,875 |
Licensed right to use technology | 431,801 | 495,000 | |
Right-of-use lease assets | 169,760 | ||
Property and equipment, net | 228,789 | 244,872 | 253,184 |
TOTAL ASSETS | 11,143,092 | 9,428,085 | 9,355,059 |
Current liabilities | |||
Accounts payable | 2,104,323 | 1,164,672 | 842,039 |
Accrued expenses | 2,068,246 | 1,533,102 | 1,257,762 |
Deferred revenue | 990,223 | 2,263,294 | |
Stock to be issued to a vendor | 138,000 | 144,000 | |
Loans from related parties and others | 34,536 | 33,124 | |
Operating lease liability | 65,092 | ||
Loan payable | 88,582 | 263,604 | |
Total current liabilities | 5,454,466 | 5,403,208 | 2,132,925 |
Long-term liabilities | |||
Operating lease liability | 169,005 | ||
Liabilities related to warrants | 5,677,934 | ||
Total long-term liabilities | 5,677,934 | ||
Total liabilities | 5,623,471 | 5,403,208 | |
Commitments and contingencies | |||
Shareholders' equity | |||
Preferred Stock, $0.0001 par value per share: 10,000,000 shares authorized, 0 shares issued and outstanding | |||
Common Stock, $0.0001 par value per share: 100,000,000 shares authorized,10,746,780 and 8,714,815 shares issued and outstanding as of September 30, 2019 and March 31, 2019, respectively | 1,075 | 871 | 840 |
Treasury stock | (25,000) | (25,000) | (25,000) |
Additional paid-in capital | 53,466,679 | 41,693,578 | 32,141,110 |
Accumulated deficit | (47,923,133) | (37,644,572) | (30,569,764) |
Accumulated other comprehensive loss | (2,986) | ||
Total shareholders' equity | 5,519,621 | 4,024,877 | 1,544,200 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 11,143,092 | $ 9,428,085 | $ 9,355,059 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,746,780 | 8,714,815 | 8,397,056 |
Common stock, shares outstanding | 10,746,780 | 8,714,815 | 8,397,056 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||||||
License revenues | $ 645,602 | $ 1,273,071 | $ 7,724,001 | ||||
Operating expenses: | |||||||
Research and development | (2,849,990) | (647,866) | (1,637,387) | (5,173,503) | (1,711,011) | (3,929,558) | (4,438,264) |
General and administrative | (2,064,872) | (1,765,489) | (803,069) | (4,247,430) | (2,458,494) | (6,852,988) | (6,629,344) |
Operating expenses | (4,914,862) | (2,413,355) | (9,420,933) | (4,169,505) | |||
Operating loss | (4,269,260) | (2,413,355) | (2,440,456) | (8,147,862) | (4,169,505) | (3,058,545) | (11,067,608) |
Other income (loss) | |||||||
Realized and unrealized gain (loss) from marketable securities | 142,806 | 2,805 | (2,164,513) | 8,208 | (3,581,193) | ||
Dividend income | 30,691 | 31,085 | 34,067 | 63,986 | 85,242 | ||
Amortization of beneficial conversion feature and debt issuance costs related to convertible note | (1,031,360) | ||||||
Issuance cost related to warrants to investors and placement agent | (457,250) | ||||||
Imputed interest with respect to convertible notes | (14,878) | ||||||
Amortization of debt issuance cost | (14,273) | ||||||
Foreign exchange loss | (1,977) | (4,167) | (5,521) | (253) | (966) | (920) | |
Issuance of common stock to finder fee upon the conversion of convertible notes | (18,000) | ||||||
Other expenses | (5,587) | (9,289) | (3,034) | (29,426) | |||
Total other income (loss) | 171,520 | 24,136 | 3,488,143 | (2,130,699) | 61,939 | (3,499,905) | (6,976,738) |
Provision for income taxes | |||||||
Net loss | $ (4,097,740) | $ (2,389,219) | 1,047,687 | $ (10,278,561) | $ (4,107,566) | (6,558,450) | (18,044,346) |
Unrealized income (loss) on marketable securities | (5,135) | 2,149 | |||||
Total other comprehensive (loss) income | $ 1,042,552 | $ (6,558,450) | $ (18,042,197) | ||||
Net basis and diluted loss per share | $ (0.38) | $ (0.28) | $ (1.03) | $ (0.49) | |||
Net (loss) income (loss) per share - basic | $ 0.15 | $ (0.77) | $ (3.01) | ||||
Net (loss) income per share - diluted | $ 0.14 | $ (0.77) | $ (3.01) | ||||
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 10,699,370 | 8,440,457 | 9,935,444 | 8,420,281 | |||
Weighted average number of common shares outstanding - basic | 7,196,048 | 8,498,525 | 6,002,052 | ||||
Weighted average number of common shares outstanding - diluted | 7,250,194 | 8,498,525 | 6,002,052 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Total | ||||
Balance at Dec. 31, 2016 | $ 221 | $ 8,873,110 | $ (13,573,105) | $ (4,699,774) | ||||||
Balance, shares at Dec. 31, 2016 | 2,207,450 | |||||||||
Stock issued with respect to merger of Beyond Air | $ 10 | (295,000) | (294,990) | |||||||
Stock issued with respect to merger of Beyond Air shares | 103,200 | |||||||||
Purchase of treasury stock | $ (9) | (25,000) | (25,009) | |||||||
Purchase of treasury stock, shares | (90,000) | |||||||||
Stock-based compensation - employees and non-employees | 537,000 | 537,000 | ||||||||
Stock-based compensation related to restricted stock issuance of shares to members of board of directors | $ 86 | 2,521,000 | 2,521,086 | |||||||
Stock-based compensation related to restricted stock issuance of shares to members of board of directors, shares | 856,909 | |||||||||
Cancellation of restricted stock granted to a member of the board of directors | $ (25) | 844,000 | 843,975 | |||||||
Cancellation of restricted stock granted to a member of the board of directors, shares | (246,312) | |||||||||
Issuance of warrants to service provider | 480,000 | 480,000 | ||||||||
Stock-based compensation related to restricted stock issuance of shares to members of board of directors | $ 1 | 4,000 | 4,001 | |||||||
Stock-based compensation related to restricted stock issuance of shares to members of board of directors, shares | 3,927 | |||||||||
Issuance of common stock, net of issuance costs | $ 181 | 6,322,000 | 6,322,181 | |||||||
Issuance of common stock, net of issuance costs, shares | 1,812,110 | |||||||||
Conversion of convertible notes into common stock upon merger | $ 140 | 3,973,000 | 3,973,140 | |||||||
Conversion of convertible notes into common stock upon merger, shares | 1,397,068 | |||||||||
Issuance of stock upon exercise of stock options | $ 5 | 1,000 | 1,005 | |||||||
Issuance of stock upon exercise of stock options, shares | 52,902 | |||||||||
Net unrealized gains (loss) on available-for-sale investments | 2,149 | 2,149 | ||||||||
Net loss | (18,044,346) | (18,044,346) | ||||||||
Balance at Dec. 31, 2017 | $ 610 | (25,000) | 23,260,110 | (31,617,451) | 2,149 | (8,379,582) | ||||
Balance, shares at Dec. 31, 2017 | 6,097,254 | |||||||||
Stock-based compensation - employees and non-employees | 130,000 | 130,000 | ||||||||
Stock-based compensation related to restricted stock issuance of shares to members of board of directors | 17,000 | 17,000 | ||||||||
Issuance of common stock, net of issuance costs | $ 230 | 8,734,000 | 8,734,230 | |||||||
Issuance of common stock, net of issuance costs, shares | 2,299,802 | |||||||||
Net unrealized gains (loss) on available-for-sale investments | (5,135) | (5,135) | ||||||||
Net loss | 1,047,687 | 1,047,687 | ||||||||
Balance at Mar. 31, 2018 | $ 840 | (25,000) | 32,141,110 | (30,569,764) | (2,986) | 1,544,200 | ||||
Balance, shares at Mar. 31, 2018 | 8,397,056 | |||||||||
Adjustment due to the adoption of ASU-2017-11 | [1] | 6,194,292 | (516,358) | 5,677,934 | ||||||
Issuance of common stock upon exercise of options | $ 1 | (1) | ||||||||
Issuance of common stock upon exercise of options, shares | 9,601 | |||||||||
Stock-based compensation | 80,000 | 80,000 | ||||||||
Net loss | (1,718,347) | (1,718,347) | ||||||||
Balance at Jun. 30, 2018 | $ 841 | (25,000) | 38,415,401 | (32,807,455) | 5,583,787 | |||||
Balance, shares at Jun. 30, 2018 | 8,406,657 | |||||||||
Balance at Mar. 31, 2018 | $ 840 | (25,000) | 32,141,110 | (30,569,764) | (2,986) | 1,544,200 | ||||
Balance, shares at Mar. 31, 2018 | 8,397,056 | |||||||||
Net loss | (4,107,566) | |||||||||
Balance at Sep. 30, 2018 | $ 852 | (25,000) | 39,238,900 | (35,209,974) | 4,004,778 | |||||
Balance, shares at Sep. 30, 2018 | 8,523,657 | |||||||||
Balance at Mar. 31, 2018 | $ 840 | (25,000) | 32,141,110 | (30,569,764) | (2,986) | 1,544,200 | ||||
Balance, shares at Mar. 31, 2018 | 8,397,056 | |||||||||
Adjustment due to the adoption of ASU-2017-11 | 6,194,292 | [1] | (516,358) | [1] | 5,677,934 | [1] | ||||
Issuance of common stock upon exercise of options | $ 2 | 8,699 | 8,701 | |||||||
Issuance of common stock upon exercise of options, shares | 20,759 | |||||||||
Stock-based compensation | 2,550,321 | 2,550,321 | ||||||||
At the market stock issuance of common stock, net | $ 29 | 799,156 | 799,185 | |||||||
At the market stock issuance of common stock, net, shares | 297,000 | |||||||||
Adjustment due to adoption of ASU 2016-01 (Note 2) | 2,986 | 2,986 | ||||||||
Net loss | (6,558,450) | (6,558,450) | ||||||||
Balance at Mar. 31, 2019 | $ 871 | (25,000) | 41,693,578 | (37,644,572) | 0 | 4,024,877 | ||||
Balance, shares at Mar. 31, 2019 | 8,714,815 | |||||||||
Balance at Jun. 30, 2018 | $ 841 | (25,000) | 38,415,401 | (32,807,455) | 5,583,787 | |||||
Balance, shares at Jun. 30, 2018 | 8,406,657 | |||||||||
Stock-based compensation | 842,010 | 842,010 | ||||||||
At the market stock issuance of common stock, net | $ 11 | (18,511) | (18,500) | |||||||
At the market stock issuance of common stock, net, shares | 117,000 | |||||||||
Net loss | (2,402,519) | (2,389,219) | ||||||||
Balance at Sep. 30, 2018 | $ 852 | (25,000) | 39,238,900 | (35,209,974) | 4,004,778 | |||||
Balance, shares at Sep. 30, 2018 | 8,523,657 | |||||||||
Balance at Mar. 31, 2019 | $ 871 | (25,000) | 41,693,578 | (37,644,572) | 0 | 4,024,877 | ||||
Balance, shares at Mar. 31, 2019 | 8,714,815 | |||||||||
Issuance of common stock upon exercise of options | $ 3 | 83,854 | 83,857 | |||||||
Issuance of common stock upon exercise of options, shares | 32,122 | |||||||||
Stock-based compensation | 919,037 | 919,037 | ||||||||
At the market stock issuance of common stock, net | $ 25 | 1,173,785 | 1,173,810 | |||||||
At the market stock issuance of common stock, net, shares | 250,000 | |||||||||
Issuance of common stock pursuant to a private placement, net of offering cost | $ 159 | 7,839,336 | 7,839,495 | |||||||
Issuance of common stock pursuant to a private placement, net of offering cost, shares | 1,583,743 | |||||||||
Net loss | (6,180,821) | (6,180,821) | ||||||||
Balance at Jun. 30, 2019 | $ 1,058 | (25,000) | 51,709,590 | (43,825,393) | 7,860,255 | |||||
Balance, shares at Jun. 30, 2019 | 10,580,680 | |||||||||
Balance at Mar. 31, 2019 | $ 871 | (25,000) | 41,693,578 | (37,644,572) | $ 0 | $ 4,024,877 | ||||
Balance, shares at Mar. 31, 2019 | 8,714,815 | |||||||||
Issuance of common stock upon exercise of options, shares | 38,222 | |||||||||
Net loss | $ (10,278,561) | |||||||||
Balance at Sep. 30, 2019 | $ 1,075 | (25,000) | 53,466,679 | (47,923,133) | 5,519,621 | |||||
Balance, shares at Sep. 30, 2019 | 10,746,780 | |||||||||
Balance at Jun. 30, 2019 | $ 1,058 | (25,000) | 51,709,590 | (43,825,393) | 7,860,255 | |||||
Balance, shares at Jun. 30, 2019 | 10,580,680 | |||||||||
Issuance of common stock upon exercise of options | $ 1 | 25,924 | 25,925 | |||||||
Issuance of common stock upon exercise of options, shares | 6,100 | |||||||||
Stock-based compensation | 922,997 | 922,997 | ||||||||
At the market stock issuance of common stock, net | $ 16 | 808,168 | 808,184 | |||||||
At the market stock issuance of common stock, net, shares | 160,000 | |||||||||
Net loss | (4,097,740) | (4,097,740) | ||||||||
Balance at Sep. 30, 2019 | $ 1,075 | $ (25,000) | $ 53,466,679 | $ (47,923,133) | $ 5,519,621 | |||||
Balance, shares at Sep. 30, 2019 | 10,746,780 | |||||||||
[1] | The Company elected to adopt Accounting Standards Update 2017-11 retrospective to outstanding financial instruments with down round feature by means of cumulative-effect adjustment to the beginning additional paid-in capital of $6,194,292 and accumulated deficit of $(516,358) as of April 1, 2018. This ASU affects all entities that issue financial instruments (for example, warrants or convertible instruments) that include down round features. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) | Apr. 02, 2018USD ($) |
ASU 2017-11 [Member] | Additional Paid-in Capital [Member] | |
Cumulative-effect of adjustment | $ 6,194,292 |
ASU 2017-11 [Member] | Accumulated Deficit [Member] | |
Cumulative-effect of adjustment | $ (516,358) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||||||
Net loss | $ 1,047,687 | $ (6,280,236) | $ (10,278,561) | $ (4,107,566) | $ (6,558,450) | $ (10,715,855) | $ (18,044,346) |
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Depreciation and amortization of property and equipment | 14,603 | 33,819 | 30,591 | 64,787 | 38,137 | ||
Amortization of intangible asset | 63,199 | ||||||
Amortization right- of-use lease assets | 30,578 | ||||||
Stock-based compensation | 146,429 | 1,877,442 | 1,836,034 | 922,010 | 2,399,321 | 574,395 | 4,384,844 |
Realized and unrealized loss (gain) from marketable securities | 2,164,513 | (8,208) | 3,581,193 | ||||
Unrealized loss on marketable securities to available for sale marketable securities | 3,498,883 | ||||||
Change in fair value of warrant liabilities | (3,493,664) | 1,123,814 | 793,956 | 5,412,341 | |||
Change of management's assessment of prior year research and development to licensing right to use technology | (200,000) | ||||||
Adoption of ASU 2016-01 | 2,986 | (2,986) | |||||
Amortization of beneficial conversion feature and debt discount related to convertible notes upon merger | 1,045,633 | ||||||
Issuance cost related to warrants liability | (457,366) | 457,250 | |||||
Imputed interest on convertible notes and others | 33,097 | ||||||
Issuance of common stock to finder upon the conversion of convertible notes | 18,000 | ||||||
Changes in: | |||||||
Other current assets and prepaid expenses | 49,567 | (101,677) | 374,374 | (66,168) | (729,159) | 117,163 | (31,252) |
Accounts payable | 173,347 | 20,079 | 939,651 | 20,367 | 322,633 | 293,768 | 141,583 |
Accrued expenses | 312,495 | (409,728) | 500,610 | (895,252) | 276,757 | 196,853 | (573,624) |
Lease payments | (24,508) | ||||||
Deferred revenue | (1,273,071) | 2,263,294 | |||||
Net cash used in operating activities | (1,749,536) | (2,212,393) | (5,633,362) | (4,107,031) | 1,341,052 | (8,692,450) | (7,118,337) |
Cash flows from investing activities | |||||||
Purchase price paid for the merger | (294,862) | (294,862) | |||||
Investment in marketable securities | (9,403,543) | (11,856,706) | (60,887) | (12,222,774) | (8,304,392) | (2,000,000) | |
Proceeds from redemption of marketable securities | 1,700,050 | 8,749,041 | 3,816,000 | 10,485,610 | 1,396,143 | ||
Purchase of property and equipment | (1,000) | (25,206) | (17,736) | (36,487) | (56,475) | (219,595) | (244,461) |
Net cash (used in) provided by investing activities | (7,704,493) | (320,068) | (3,125,401) | 3,718,626 | (1,793,639) | (8,523,987) | (1,143,180) |
Cash flows from financing activities | |||||||
Proceeds from the issuance of units consisting of common stock and warrants, net of offering cost | 9,888,335 | ||||||
Issuance of common stock in private placement, net of offering cost | 7,839,495 | ||||||
Purchase of treasury stock | (25,000) | (25,000) | |||||
Maturity of loan and interest from related parties and others | (241,000) | (418,000) | |||||
Proceeds from issuance of convertible notes, net of issuance cost | 8,984,917 | 9,889,035 | 10,813,767 | ||||
Issuance of common stock related to at the market offerings, net of offering costs | 1,981,994 | (18,500) | 799,185 | ||||
Proceeds from loan | 292,250 | ||||||
Payment of loan | (175,022) | (28,646) | (41,828) | ||||
Proceeds from loan from related parties and others | 56,957 | 56,957 | |||||
Proceeds from the exercise of stock options | 109,782 | 8,701 | 1,199 | ||||
Net cash provided by (used in) financing activities | 8,984,917 | 9,666,164 | 9,756,249 | (18,500) | 1,071,490 | 10,813,767 | 9,461,663 |
Increase (decrease) in cash, cash equivalents and restricted cash | (469,112) | 7,133,103 | 997,486 | (406,905) | 618,903 | (6,402,670) | 1,200,346 |
Cash, cash equivalents and restricted cash at beginning of period | 1,207,346 | 7,201 | 1,357,137 | 738,234 | 738,234 | 7,201 | |
Cash, cash equivalents and restricted cash at end of period | 738,234 | 2,354,623 | 332,329 | 1,357,137 | 738,234 | 1,207,346 | |
Supplemental disclosure of non-investing activities | |||||||
Right-of-use assets | 258,605 | ||||||
Operating lease liability | 266,570 | ||||||
Conversion of convertible notes to common stock | $ 3,995,000 | 3,955,000 | |||||
Issuance cost related to warrants | 250,000 | ||||||
Fair market value of options issued to NitricGen for the licensing right to use technology | 295,000 | ||||||
Fair market value of stock to be issued to vendor | $ 144,000 | ||||||
Supplemental disclosure of cash flow items: | |||||||
Interest paid | $ 3,082 |
Organization and Business
Organization and Business | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business | NOTE 1 ORGANIZATION AND BUSINESS Beyond Air, Inc. (“Beyond Air” or the “Company”) was incorporated on April 24, 2015 as KokiCare, Inc. under the laws of the State of Delaware. On January 9, 2017, the name of the Company was changed to AIT Therapeutics, Inc. The Company filed an Amendment to its Certificate of Incorporation to change its name from AIT Therapeutics, Inc. to Beyond Air, Inc., effective June 26, 2019. Advanced Inhalation Therapies Ltd. was incorporated in Israel on May 1, 2011 and is a wholly-owned subsidiary of the Company. On August 29, 2014 Advanced Inhalation Therapies Ltd, established a subsidiary, Advanced Inhalation Therapies Inc. On July 4, 2019, Advanced Inhalation Therapies Ltd.’s name was changed to Beyond Air, Ltd. (“BA Ltd.)”. In December 2016, the Company consummated a reverse merger with KokiCare, Inc. Under reverse recapitalization accounting, BA Ltd. was considered the acquirer for accounting and financial reporting purposes. Consequently, the unaudited condensed consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. These unaudited condensed consolidated financial statements include the accounts of the Company since the effective date of the reverse capitalization and the accounts of BA Ltd. since inception. The Company is an emerging medical device company that is developing a Nitric Oxide (“NO”) delivery system that generates NO from ambient air. S ince its inception, the Company has devoted substantially all of its efforts to business planning and research and development. Liquidity Risks and Uncertainties As shown in the accompanying financial statements, the Company has incurred cash used in operating activities of $5,633,362 for the six months ended September 30, 2019 and has accumulated losses of $47.9 million. The Company has cash, cash equivalents and marketable securities of $9.4 million as of September 30, 2019. Included in marketable securities are common shares of Circassia Pharmaceuticals plc of $1.9 million, see Note 3 and 9. Based upon the Company’s current business plan, and expected cash utilization, the Company estimates that it will have enough cash, including the proceeds from the sale of all its marketable securities, to operate its business for at least one year from the filing of the Company’s September 30, 2019 10-Q. The Company’s future capital needs and the adequacy of its available funds will depend on many factors, including the cost of clinical studies and other actions needed to obtain regulatory approval of our medical devices in development. The Company will be required to raise additional funds through sale of equity or debt securities or through strategic collaboration and/or licensing agreements, to fund operations and continue our clinical trials until the Company is able to generate enough product or royalty revenues, if any. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could have a material adverse effect on our growth plans, our results of operations and our financial condition. On July 2, 2019, the SEC declared effective the Company’s Form S3 shelf registration statement which allows the Company to sell up to $100 million of equity securities. In addition, the Company has a $20 million purchase agreement (“Purchase Agreement”) and a registration rights agreement with Lincoln Park Capital Fund, LLC (“LPC”), providing for the issuance of up to $20 million of the Company’s common stock through August 2021 at the Company’s discretion, see Note 5. | NOTE 1 ORGANIZATION AND BUSINESS Beyond Air, Inc. (“Beyond Air” or the “Company”) was incorporated on April 24, 2015 as KokiCare, Inc. under the laws of the State of Delaware. On January 9, 2017, the name of the Company was changed to AIT Therapeutics, Inc. On June 25, 2019, the Company filed an Amendment to its Certificate of Incorporation to change its name from AIT Therapeutics, Inc. to Beyond Air, Inc., effective June 26, 2019. Advanced Inhalation Therapies (AIT) Ltd. (“AIT”) was incorporated in Israel on May 1, 2011 and is a wholly-owned subsidiary of the Company. On August 29, 2014, AIT established a wholly-owned subsidiary, Advanced Inhalation Therapies (AIT) Inc. (“Inc.”), a Delaware corporation. Its principal business activity is to provide executive management and administrative support functions to AIT. In December 2016, the Company consummated a reverse merger with KokiCare, Inc. and it was accounted as a reverse recapitalization which is outside the scope of Accounting Standards Codification “ASC” 805, “Business Combinations”. Under reverse capitalization accounting, AIT was considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. Consequently, the consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. These consolidated financial statements include the accounts of the Company since the effective date of the reverse capitalization and the accounts of AIT since inception. The Company is an emerging medical device company that is developing a Nitric Oxide (“NO”) delivery system that generates NO from ambient air. S ince its inception, the Company has devoted substantially all of its efforts to business planning, research and development. Liquidity Risks and Uncertainty As shown in the accompanying financial statements, the Company has incurred cash provided from operating cash flows of $1,341,052 for the year March 31, 2019 and has accumulated losses of $37,644,572 since inception through March 31, 2019. The Company has cash equivalents and marketable securities of $7,899,804 as of March 31, 2019. Included in marketable securities are shares of Circassia Pharmaceuticals plc (Circassia) of $5.6 million (Note 9). Based upon the Company’s current business plan and expected cash burn rate, including net proceeds received from the sales of common stock through the financial statement filing date (Note 13) and excluding any proceeds from the sale of Circassia stock, the Company estimates that it has enough cash to operate its business into the third calendar quarter of 2020. The Company’s future capital needs and the adequacy of its available funds will depend on many factors, including the cost of clinical studies and other actions needed to obtain regulatory approval of our medical devices in development. The Company will be required to raise additional funds through sale of equity or debt securities or through strategic collaboration and/or licensing agreements, to fund operations and continue our clinical trials until the Company is able to generate enough product or royalty revenues, if any. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could have a material adverse effect on our growth plans, our results of operations and our financial condition. On June 3, 2019, the Company entered into a Stock Purchase Agreements with investors for the issuance of 1,583,743 unregistered shares of common stock. The Company raised gross proceeds of $7,960,635, see Note 13. In addition, the Company has a $20 million purchase agreement and a registration rights agreement with Lincoln Park Capital Fund, LLC (“LPC”), providing for the issuance of up to $20 million of the Company’s common stock over 36 months at the Company’s discretion (Note 5). Subsequent to March 31, 2019, the Company issued and sold to LPC 250,000 shares of common stock for proceeds of $1,173,810 at an average price of $4.70 per share. There is $17,482,005 remaining on the Purchase Agreement. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required to be presented for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The accompanying unaudited condensed consolidated Balance Sheet as of March 31, 2019 has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2019. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements and the related notes thereto included in the Annual Report on Form 10-K for the year ended March 31,2019 which was filed with the United States Securities and Exchange Commission, (“SEC”), on June 28, 2019. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and the accounts of BA Ltd. All intercompany balances and transactions have been eliminated in the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The Company’s significant estimates are accrual of expenses under consulting and licensing agreements, stock-based compensation, assumptions associated with revenue recognition, and the determination of deferred tax attributes and the valuation allowance thereon. Other Risks and Uncertainties The Company is subject to risks common to medical device companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third party suppliers, in some cases single-source suppliers. There can be no assurance that the Company’s products will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. The Company’s products require approval or clearance from the U.S. Food and Drug Administration prior to commencing commercial sales in the United States. The Company is expected to file a Premarketing (PMA) Approval application before the end of its fiscal year end on March 31, 2020 for its first product. There can be no assurance that the Company’s products will receive all of the required approvals or clearances. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. If the Company is denied such approvals or clearances or such approvals or clearances are delayed, it may have a material adverse impact on the Company’s results of operations, financial position and liquidity. Concentrations The Company’s license revenue was from two milestone payments from one customer. The Company is seeking additional Partners outside of the United States and China. The Company relies on two vendors to manufacture its delivery system. The Company is reliant on the vendors for commercial manufacturing of our LungFit™ generator and delivery systems and nitrogen dioxide filters for both clinical studies and commercial supply, if regulatory approval is received. Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts in major banks in Israel and the U.S., the balances of which, at times, may exceed federally insured limits. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. Restricted Cash As of September 30, 2019, restricted cash includes $442,000 of cash that is designated for a contract manufacturer. This cash is expected be used for parts that require a long lead time. Collateral for vehicle leases are invested in bank deposit accounts which is restricted and as of September 30, 2019 was $17,234 and as of March 31,2019 was $16,934. The following table is the reconciliation of the recently adopted accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s unaudited condensed consolidated statements of cash flows: September 30, 2019 March 31, 2019 Cash and cash equivalents $ 1,895,389 $ 1,340,203 Restricted cash 459,234 16,934 Cash and cash equivalents and restricted cash $ 2,354,623 $ 1,357,137 Revenue The Company recognizes revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied, see, Note 9. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a license arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment. Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of September 30, 2019, and March 31, 2019, the Company recorded a valuation allowance to the full extent of our net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal, various state, and International income tax returns. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances. Such adjustment is reflected in the tax provision when appropriate . Foreign Exchange Transactions BA Ltd. operations are in Israel and Beyond Air’s operations are in the United States. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Board Codification Topic 830, “Foreign Currency Matters”. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Fair value for restricted stock awards is valued using the closing price of the Company’s stock on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The Company does not have enough history to establish volatility based upon its own stock trading. Therefore, the expected volatility was based similar publicly traded peer companies. The Company routinely reviews its calculation of volatility based on, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term. Compensation expense for options and warrants granted to non-employees is determined by the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured, and is recognized over the service period. The expense was previously adjusted to fair value at the end of each reporting period until such awards vested, and the fair value of such instruments, as adjusted, was expensed over the related vesting period. Adjustments to fair value at each reporting date resulted in income or expense, depending upon the estimate of fair value and the amount of expense recorded prior to the adjustment. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. We adopted this ASU the fourth quarter of fiscal 2019, and as a result, the fair value of all non-employee awards became fixed at the start of the fourth quarter. Investment in Marketable Securities Investments in equity marketable securities classified available-for-sale are carried at fair value with the changes in unrealized gains and losses recognized in the Company’s results in operations. Realized gains and (losses) from the sale of marketable securities are recognized in the statement of operations using the specific identification method on a trade date basis. Additionally, we assess our marketable debt securities for potential other-than-temporary impairment. If the cost of an investment exceeds its fair value, we evaluate, among other factors, the magnitude and duration of the decline in fair value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the assets as follows: Computers equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset Licensed Right to Use Technology Licensed right to use technology is an intangible asset resulting from the NitricGen transaction, see Note 11. The intangible asset was valued based upon the fair value of the options issued to NitricGen and the cash paid for this transaction. The license contains two future milestone additional payments aggregating $1,800,000. The intangible asset is being amortized on a straight-line method over its estimated useful life of thirteen years. Impairment of Long-Lived Assets The Company assess the impairment of long-lived assets on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider that could trigger an impairment review include the following: ● significant underperformance relative to expected historical or projected future operating results, ● significant changes in the manner of our use of the acquired assets or the strategy for our overall business, ● significant negative regulatory or economic trends, and ● significant technological changes, which would render equipment and manufacturing processes obsolete. Recoverability of assets that will continue to be used in our operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimated future costs. There were no events during the reporting periods that were deemed to be a triggering event that would require an impairment assessment. Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options, warrants, and other stock-based compensation awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because such common shares are not assumed to have been issued if their effect is anti-dilutive, see Note 8. Recently Adopted Accounting Pronouncements On April 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company early adopted the new guidance using the modified retrospective transition approach and practical expedients to all leases existing at the date of initial application and not restating comparative periods, see Note 11. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued rent. The interest rate implicit in our leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. The weighted average discount rate and remaining term on lease obligation is approximately 8.3% and 3.7 years. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses. Amortization expense for finance (capital) leases is recognized on a straight-line basis over the lease term and is included in general and administrative expenses and research and development expenses, while interest expense for finance leases is recognized using the effective interest method. As of the April 1, 2019, the adoption date, the Company has identified three operating lease arrangements. The adoption of ASC 842 resulted in the recognition of operating lease liabilities and right-of-use assets of approximately of $266,600 and $258,600, respectively. The adoption of the standard did not have a material effect on the Company’s unaudited condensed consolidated statements of operation and comprehensive loss or unaudited condensed consolidated statements of cash flows. Recent Accounting Pronouncements Not Yet Adopted There have been no recent accounting pronouncements or changes in accounting standard during the three and six months ended September 30, 2019, as compared to the recent accounting standards described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019, that are of significance or potential significance to the Company. | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation These consolidated financial statements include the accounts of the Company and the accounts of AIT. All intercompany balances and transactions have been eliminated in the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The Company’s significant estimates are accrual of expenses under consulting and licensing agreements, stock-based compensation, warrant liabilities valuation for fiscal years to March 31, 2019, assumptions associated with revenue recognition, and the determination of deferred tax attributes and the valuation allowance thereon. Other Risks and Uncertainties The Company is subject to risks common to medical device companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third party suppliers, in some cases single-source suppliers. There can be no assurance that the Company’s products will continue to be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. The Company’s product requires approval or clearance from the U.S. Food and Drug Administration prior to commencing commercial sales in the United States. The Company will be filing a Premarketing (PMA) Approval application during the third calendar quarter of 2019.There can be no assurance that the Company’s products will receive all of the required approvals or clearances. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. If the Company is denied such approvals or clearances or such approvals or clearances are delayed, it may have a material adverse impact on the Company’s results of operations, financial position and liquidity. Concentrations The Company’s license revenue was from two milestone payments from one customer. The Company is seeking additional Partners outside of the United States and China. We are heavily dependent on the Aeronox system, which is a portable titration and monitoring system that delivers nitric oxide gas and measures nitric oxide and nitro dioxide gas concentrations in parts per million (ppm). The company that manufactures it is International Biomedical, located in Texas. If International Biomedical decides not to continue to support the Aeronox system (for example, selling parts and providing repair services for the device), then we might not be able to conduct our U.S. trial. This system is not manufactured specifically for us, and we have no agreement with International Biomedical for the continued manufacture or support of this Aeronox system. Additionally, the Aeronox system is not currently approved for use in the U.S. above 80 ppm concentration required by our proprietary NO formulations, and we currently engage a third-party contractor to modify the Aeronox system in order for it to monitor our NO formulations above 80 ppm. Unless the Aeronox system obtains such approval, of which we have no current expectation, we would be required to seek an alternative delivery system in order to conduct a clinical trial of our formulation within the U.S. The Company relies on two vendors to manufacture its delivery system. The Company is reliant on the vendors for commercial manufacturing of our delivery systems for both clinical studies and commercial supply, if regulatory approval is received. Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts in major banks in Israel and the U.S., the balances of which, at times, may exceed federally insured limits. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. Restricted cash is collateral for vehicle leases and invested in bank deposit accounts. The following table is the reconciliation of the recently adopted new accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s consolidated statement of cash flows: For The For The For The Cash and cash equivalents $ 1,340,203 $ 732,542 $ 1,201,654 Restricted cash 16,934 5,692 5,692 Cash and cash equivalents and restricted cash $ 1,357,137 $ 738,234 $ 1,207,346 Research and Development Research and development expenses are charged to the statement of operations and comprehensive loss as incurred. Research and development expenses include salaries, costs incurred by outside laboratories, manufacturer’s, consultants, accredited facilities in connection with clinical trials and preclinical studies and stock based-compensation. Foreign Exchange Transactions AIT’s operations are in Israel and Beyond Air’s operations are in the United States. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Board Codification Topic 830, “Foreign Currency Matter”. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Fair value for restricted stock awards is valued using the closing price of the Company’s stock on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The Company does not have enough history to establish volatility based upon its own stock trading. Therefore, the expected volatility was based similar publicly traded peer companies. The Company routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term Compensation expense for options and warrants granted to non-employees is determined by the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured, and is recognized over the service period. The expense was previously adjusted to fair value at the end of each reporting period until such awards vested, and the fair value of such instruments, as adjusted, was expensed over the related vesting period. Adjustments to fair value at each reporting date resulted in income or expense, depending upon the estimate of fair value and the amount of expense recorded prior to the adjustment. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. We adopted this ASU the fourth quarter of fiscal 2019, and as a result, the fair value of all non-employee awards became fixed at the start of the fourth quarter. Investment in Marketable Securities Investments in marketable securities classified available for sale are carried at fair value with the changes in unrealized gains and losses recognized in the Company’s results in income or (loss). Realized gains and (loss) from the sale of marketable securities are recognized in the statement of operations. using the specific identification method on a trade date basis. Additionally, we assess our marketable equity securities for potential other-than-temporary impairment. The Company employ a methodology that considers available evidence in evaluating potential other-than-temporary impairment of our marketable equity securities classified as available-for-sale. If the cost of an investment exceeds its fair value, we evaluate, among other factors, the magnitude and duration of the decline in fair value. We also evaluate the financial health of and business outlook for the issuer, the performance of the underlying assets for interests in securitized assets, and, for securities classified as available-for-sale, our intent and ability to hold the investment. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the assets as follows: Computers equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset Licensing Right to Use Technology Licensing right to use technology is an intangible asset resulting from the NitricGen transaction. The intangible asset was valued based upon the fair value of the options issued to NitricGen and the cash paid for this transaction. The Company reversed a prior period expense of $200,000 and recorded a licensing right to use asset related to acquired technology. This adjustment was due to the Company’s re-assessment of the acquired technology and the conclusion that it has alternative future use. The license contains two milestone payments aggregating $1,800,000. Impairment of Long-Lived Assets The Company assess the impairment of long-lived assets on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company’s impairment review process is based upon an estimate of future undiscounted cash flow. Factors we consider that could trigger an impairment review include the following: ● significant underperformance relative to expected historical or projected future operating results, ● significant changes in the manner of our use of the acquired assets or the strategy for our overall business, ● significant negative industry or economic trends, and ● significant technological changes, which would render equipment and manufacturing processes obsolete. Recoverability of assets that will continue to be used in our operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimated future costs. Revenue Recognition During the year ended March 31, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) using the modified retrospective method which consisted of applying and recognizing the cumulative effect of Topic 606 at the date of initial application. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”). There was no impact on adoption to the Company’s consolidated financial statements related to the adoption of ASC 606 since there was no revenue at such time. The Company recognizes revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied, see (Note 9) for the performance obligations. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a license arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment. Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of March 31, 2019, and March 31, 2018, the Company recorded a valuation allowance to the full extent of our net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal, various state, and International income tax returns. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances. Such adjustment is reflected in the tax provision when appropriate . Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options, warrants, restricted stock and stock-based compensation awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Issued and Adopted Accounting Standards In January 2016, the FASB issued Accounting Standards Update In January 2017, the Financial Accounting Standards Board (“FASB”) FASB released Accounting Standards Update “ASU” 2017-01, Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU should be applied prospectively and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. No disclosures are required at transition. The Company adopted this standard during the third quarter December 31, 2018 and this standard did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This standard provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The Company adopted the standard commencing January 1, 2019. The impact of the adoption had no effect to the Company’s consolidated financial statement In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815) Accounting for Certain Financial Instruments with Down Round Features. This ASU affects all entities that issue financial instruments (for example, warrants or convertible instruments) that include down round features. This ASU relates to the recognition, measurement, and earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260. The Company elected to adopt Update ASU 2017-11during the third quarter of 2018, retrospective to outstanding financial instruments with down round feature by means of cumulative-effect adjustment by increasing beginning additional paid-in capital by $6,194,292 and decreasing accumulated deficit by $516,358 as of April 1, 2018. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the standard commencing January 1, 2018 . The impact of the adoption was immaterial to the Company’s consolidated financial statements. During the year ended March 31, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) using the modified retrospective method which consisted of applying and recognizing the cumulative effect of Topic 606 at the date of initial application. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”). There was no impact on adoption to the Company’s consolidated financial statements related to the adoption of ASC 606 since there was no revenue at such time. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective for fiscal years beginning after December 15, 2018 and early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company adopted this standard during the fourth quarter for fiscal year March 31, 2019, and as a result of such adoption, the fair value of the unvested non-employee stock options became fixed as of the date of adoption. Recently Issued and not Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB issued ASU No. 2016-02, Leases. ASU 2016-2 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease effectively finances a purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method (finance lease) or on a straight-line basis over the term of the lease (operating lease). A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-2 supersedes the existing guidance on accounting for leases in “Leases (Topic 840).” Subsequent to ASU 2016-02, the FASB has issued ASU No. 2018-01 (“ASU 2018-01”) Leases (Topic 842): Land Easement Practical Expedient for Transition which clarifies the application of lease easements and eases adoption efforts for some land easements. The provisions of ASU 2016-2 are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2018. In July 2018, the FASB issued ASU No. 2018-10 and No. 2018-11, Leases (ASC 842). ASU 2018-10 provides narrow amendments that clarify how to apply certain aspects of the guidance in ASU 2016-02. ASU 2018-11 provides entities with an option of an additional transition method, by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if necessary. The Company elected the available practical expedients on adoption. In preparation for adoption of the standard, the Company implemented internal controls to enable the preparation of financial information. The standard will have a material impact on our consolidated balance sheets, but will not have a material impact on our consolidated statements of operations. The most significant impact will be the recognition of right of use assets and lease liabilities for operating leases, while our accounting for capital leases remains substantially unchanged. The Company has evaluated the effect of the impact of the adoption of this standard and has determined the adoption will result in the recognition of additional right of use assets and lease liabilities of approximately $360,000 for operating leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity use present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. In April 2019, the FASB further clarified the scope of the credit losses standard and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayment. The ASU will be effective for public entities in fiscal years beginning after December 15, 2019 (fiscal 2021 for the Company), including interim periods within those fiscal years. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its consolidated financial statements. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its financial statements. The Company implemented this release as of April 1, 2019 and it did not have an effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “ |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement | NOTE 3 FAIR VALUE MEASUREMENT The Company’s financial instruments primarily include cash, cash equivalents, restricted cash, marketable securities and accounts payable. Due to the short-term nature of cash, cash equivalents and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of September 30, 2019 Level 1 Level 2 Level 3 Total Assets Marketable equity securities - Circassia Pharmaceuticals plc, see Note 9 $ 1,890,748 $ 1,890,748 Mutual funds: short-term fixed income 5,595,071 5,595,071 $ 7,485,819 $ - $ - $ 7,485,819 As of March 31, 2019 Level 1 Level 2 Level 3 Total Assets Marketable equity securities - Circassia Pharmaceuticals plc, see Note 9 $ 5,649,486 $ 5,649,486 Mutual funds: short-term fixed income 893,181 893,181 $ 6,452,667 $ - $ - $ 6,542,667 Net gains and (losses) recognized during the three and six months ended September 30, 2019 from marketable equity securities were $142,806 and $(2,164,513) respectively. Net unrealized gains for the three and six months ended September 30, 2018 were $2,805 and $8,208, respectively Unrealized net gains (losses) recognized during the three and six months ended September 30, 2019 from marketable equity securities held were $76,347 and $(2,087,378), respectively. | NOTE 3 FAIR VALUE MEASUREMENT The Company’s financial instruments primarily include cash, cash equivalents, restricted cash, marketable securities and accounts payable. Due to the short-term nature of cash and accounts payable, the carrying amounts of these assets and liabilities approximate their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company accounted for the warrants issued to accredited shareholders included, among others, down round protective provisions as a non-current liability according to provisions of ASC 815. The Company had measured the warrants at fair value in each reporting period until they are exercised or expired, with changes in the fair value being recognized in the Company’s statements of operations and comprehensive loss. Under ASC 820, the warrants and option liability are classified as Level 3, cash, cash equivalents, restricted cash and marketable securities invested in mutual funds are classified as Level 1. The Company considered its investment in Circassia Pharmaceuticals, Inc. as Level 3 and based upon its evaluation, a discount of 4.76% was taken to the quoted market value. This was based upon the Company ability its current cash position, the size the number of shares it owns at March 31, 2019, the trading volume in the stock, and other factors. There has been no transfer between any levels during the year. During the three and nine months ended December 31, 2018, the Company adopted ASU 2017-11 retrospectively to outstanding financial instruments with a down round feature by means of cumulative-effect adjustment. The balance as of April 1, 2018 for additional paid-in capital was increased by $6,194,292 and accumulated deficit was decreased by $516,358 and therefore are classified in stockholders; equity. As of March 31, 2019 Level 1 Level 2 Level 3 Total Assets Marketable securities - - - Circassia Pharmaceuticals plc (Note 9) $ - 5,649,486 5,649,486 Mutual funds 893,181 - - 893,181 $ 893,181 $ - $ 5,649,486 $ 6,542,667 As of March 31, 2018 Level 1 Level 2 Level 3 Total Assets Mutual funds $ 8,304,392 - - 8,304,392 As of March 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Liabilities related to warrants $ - $ - $ 5,677,934 $ 5,677,934 |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consist of the following as of September 30, 2019 and March 31, 2019, respectively: September 30, 2019 March 31, 2019 Clinical and medical equipment $ 357,795 $ 357,795 Computer equipment 50,476 42,782 Furniture and fixtures 51,506 41,464 Leasehold improvements 5,336 5,336 465,113 447,377 Accumulated depreciation and amortization (236,324 ) (202,505 ) $ 228,789 $ 244,872 Depreciation and amortization expense related to fixed assets for the three and six months ended September 30, 2019 and September 30, 2018 was $15,917, $16,775, $33,819 and $30,591 respectively. | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consist of the following as of March 31, 2019 and 2018, respectively: As of As of March 31, 2019 March 31, 2018 Clinical and medical equipment $ 357,795 $ 357,795 Computer equipment 42,782 28,727 Furniture and fixtures 41,464 1,889 Leasehold improvements 5,336 2,491 447,377 390,902 Accumulated depreciation and amortization (202,505 ) (137,718 ) $ 244,872 $ 253,184 Depreciation and amortization expense for the year ended March 31, 2019, for the three months ended March 31, 2018 and for the year ended December 31, 2017 was $64,787, $14,603 and $38,137, respectively |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Shareholder's Equity | NOTE 5 SHAREHOLDER’S EQUITY In August 2018, the Company entered into a Stock Purchase Agreement with Lincoln Park (“LPC”) Corporation for $20 million (the Purchase Agreement). The Company may sell and issue LPC and LPC is obligated to purchase up to $20 million in value of shares of common stock from time to time over three years. The Company may direct LPC, at its sole discretion, and subject to certain conditions, to purchase up to 10,000 to 30,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that LPC cannot make any single purchase that exceeds $750,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Stock Purchase Agreement. For the six months ended September 30, 2019, the Company received proceeds of $1,981,994 from the sale of 410,000 shares of the Company’s stock or an average price per share of $4.83. There is $16,673,821 remaining under the Purchase Agreement as of September 30, 2019. On July 2, 2019, the SEC declared effective, the Company’s Form S3 shelf registration statement which allows the Company to sell up to $100 million of equity securities. On June 3, 2019, the Company entered into a Stock Purchase Agreement with investors for the issuance of 1,583,743 registered shares of common stock. The Company raised net proceeds was $7,839,494. The Company’s CEO participated in this offering by investing $300,000 and receiving 58,253 shares of common stock at $5.15 per share. In addition, LPC invested $500,000 and received 100,000 shares of common stock at $5.00 per share. This investment was not part of the Stock Purchase Agreement. Stock to be Issued to a Vendor As of March 31, 2019, the Company was obligated to issue 30,000 shares to a vendor for services related to investor relations. The Company recorded stock-based compensation of $144,000 for the shares to be issued, or $4.80 per share, the fair market value. The Company recorded this obligation as a liability for shares to be issued. For the three months and six months ended September 30, 2019, the Company recorded stock-based compensation of $(28,500) and $ (6,000), respectively, which was due the change in the fair market value of the stock to be issued. The fair market value of the liability as of September 30, 2019 was $138,000. Issuance of Restricted Shares On December 26, 2018, the Board of directors approved the issuance of 304,000 and 36,000 shares of restricted stock to the board of directors, officers, employees and consultants to be granted on December 31, 2018 and January 1, 2019, respectively. Fair value for restricted stock awards is valued using the closing price of the Company’s stock on the date of grant. Restricted stock vests annually over five years. During the three and six months ended September 30, 2019, 5,000 shares of restricted stock were forfeited. The Company recorded stock-based compensation expense of $219,269 and $348,279 for the three and six months ended September 30, 2019 associated with these grants. Stock Option Plan The Company has an amended and restated Equity Incentive Option Plan (the “2013 Plan”), that grants stock options, restricted stock units and restricted shares to officers, directors, employees, and non-employees for shares of the Company’s stock. The options vesting terms are generally between two to four years and expire up to ten years after the grant date. On December 26, 2018 and February 13, 2019, the Board of Directors authorized the increase of an additional 600,000 and 1,000,000 shares to a total of 3,100,000 shares for issuance under the 2013 Plan, respectively. As of September 30, 2019, there are 288,707 options available for future grants. A summary of the Company’s options for the six months ended September 30, 2019, is as follows: Number Of Options Weighted Price - Options Weighted Aggregate Intrinsic Options outstanding as of April 1, 2019 2,375,812 $ 4.32 9.2 $ 523,820 Granted 30,000 4.92 - Exercised (38,222 ) 2.87 (81,051 ) Forfeited (25,643 ) 4.87 - Outstanding as of September 30, 2019 2,341,947 $ 4.52 8.7 $ 442,769 Exercisable as of September, 30, 2019 824,699 $ 4.37 7.9 $ 246,834 As of September 30, 2019, the Company has unrecognized stock-based compensation expense of approximately $2,570,361 related to unvested stock options and is expected to be expensed over the weighted average remaining service period of 1.7 years. The weighted average fair value of options granted was $3.49 per share during the six months ended September 30, 2019. The following were utilized on the date of grant: Three Months September 30, 2019 Three Months September 30, 2018 Six Months September 30, 2019 Six Months September 30, 2018 Risk -free interest rate 1.4% - 2.3 % 2.5-3.1 % 1.4% -2.3 % 2.5-3.1 % Expected volatility 82.3- 83.4 % 80.7-81.2 % 82.3 – 83.4 % 80.7-81.2 % Dividend yield 0 % 0 0 % 0 % Expected terms (in years) 6.25 5-9.9 6.25 5-9.9 The following summarizes the components of stock-based compensation expense for the three and six three months ended September 30, 2019 and September 30, 2018, respectively Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Research and development $ 183,766 $ 26,766 $ 333,688 $ 96,193 General and administrative 739,231 815,244 1,508,346 825,817 Total stock-based compensation expense $ 922,997 $ 842,010 $ 1,842,034 $ 922,010 Warrants A summary of the Company’s outstanding warrants as of September 30, 2019 are as follows: Warrant Holders Number Of Warrants Exercise Date Of January 2017 offering - investors 1,701,616 $ 4.25 January 2022 (a) January 2017 offering - investors 1,701,616 $ 4.25 February 2022 (a) March 2017 offering - investors 220,988 $ 4.25 March 2022 (a) March 2017 offering - placement agent 11,050 $ 4.25 March 2022 (a) February 2018 offering - investors 2,299,802 $ 4.25 February 2021 Pulmonox license agreement 208,333 $ 4.80 January 2024 Total 6,143,405 (a) These warrants have down round protection. There were no warrants exercised during any periods presented. | NOTE 5 SHAREHOLDER’S EQUITY Common Stock In December 2016, AIT entered into a Securities Purchase and Registration Rights Agreement (the “SPA”) pursuant to which AIT agreed to issue and sell purchased units in the minimum aggregate amount of $10,000,000 and up to a maximum aggregate amount of $25,000,000. Each purchased unit (each a “Unit”) comprised one common stock, and two warrant to purchase one share of common stock per warrant. The exercise price for each warrant is $6.90 per share and are eligible to be exercised on a cashless basis in the sole discretion of the holder. The warrants expire in five years from the date of issuance. The warrants have anti-dilution price protection features including under certain circumstances the adjustment of the exercise price of the warrants and number of warrant shares. In addition, based on the terms of the SPA, because the issuance of Units by AIT, together with issuances of Units by the Company following the Merger, failed to raise aggregate gross proceeds of at least $15,000,000 the Company issued each investor the same warrants. The Company issued 1,701,616 Units which resulted in the issuance of 1,701,616 shares of common stock and 3,403,232 warrants to purchase common stock. For the year ended December 31, 2017, the Company recorded a warrant liability of $3,760,000, and a non-cash expense for the change in the fair market value of the warrant liabilities of $2,978,000 was recognized. In addition, based on the terms of the SPA, because the issuance of Units, together with issuances of Units by the Company following the Merger, failed to raise aggregate gross proceeds of at least $15 million, the Company adjusted the number of warrants and issued an additional 1,701,616 warrants to the investors. Consequently, the Company recorded in 2017 additional finance expenses amounting to $2,434,000. The note holders elected to convert the carrying value of the convertible notes including accrued interest into converted 1,397,098 shares of common stock at the time of the reverse merger based upon the quoted market value. Following the conversion, the holder no longer had any right or claims under the note agreements. AIT accounted for this amendment to the note agreement as a modification according to ASC 470-50 “Modification and Extinguishments”. The Company received $3,342,000 from the note holders of which $892,000 were from related parties. The Company recognized a discount from the beneficial conversion feature and it was amortized over the life of the note. In addition, debt issuance costs were amortized immediately. On January 13, 2017, the principal and accrued interest on all of the outstanding convertible notes, amounting to $3,955,140 were converted into 1,390,595 shares of common stock. In addition, the Company issued 6,473 shares of common stocks as a finders’ fee upon the conversion of the convertible notes. This resulted in the Company recording for the year ended December 31, 2017 in other expenses $18,000, for the finder’s fees. In March 2017, the Company raised net proceeds of $663,000 through the issuance of an aggregate of 110,494 purchased units, each of which comprised one share of common stock and two warrants to acquire shares of common Stock at an exercise price of $6.90 per share. Direct and incremental costs related to this investment round amounted to $199,000. In addition, the Company incurred additional costs amounted to $15,000 with respect to warrants that the Company is obligated to issue to the placement agent. These costs were allocated between the common stock and the warrants. The warrants have anti-dilution price protection features including under certain circumstances the adjustment of the exercise price of the warrants and number of warrant shares. During the three and nine months ended December 31, 2018, the Company adopted ASU 2017-11 retrospectively to outstanding financial instruments with a down round feature by means of cumulative-effect adjustment, see (Note). There will be no future changes for recording the change in warrant liabilities due to the adoption of ASU-2017-11. On February 16, 2018, the Company entered into a Securities Purchase Agreement with several accredited shareholders. The Company issued warrants to purchase 4,599,604 shares of its common stock, par value $0.0001 per share at a purchase price of $0.01 per underlying warrant share. The warrants are comprised of an aggregate of (i) 2,299,802 Tranche A Warrants to purchase shares of common stock at an exercise price of $4.25 per share exercisable within three days from the issue date of the Tranche A Warrants and (ii) an equal amount of Tranche B Warrants to purchase shares of common stock at an exercise price of $4.25 per share for the Tranche B Warrant, exercisable within three years from the issue date of the warrants. In connection with the February 2018 stock offering, the Company’s Board of Directors approved the issuance of warrants to purchase common stock with an exercise price of $4.25 per share. Immediately following the closing, all the shareholders in this offering exercised the full amount of their Tranche A Warrants resulting in net proceeds of $9,820,000. In February 2018, the Board of Directors repriced outstanding options to purchase common stock issued in 2017 to $4.25 per share. The Company accounted for the change in exercise price as a modification pursuant to ASC 718. Accordingly, the modification was valued at $59,507 and is being recorded over the remaining vesting period for the options based upon the incremental fair value of the modified award and the fair value of the original award on the modification date. On August 10, 2018, the Company entered into a $20 million Purchase Agreement (commonly known as At The Market Offering, or ATM) with LPC. Pursuant to the terms of the Purchase Agreement, the Company may sell and issue LPC and LPC is obligated to purchase up to $20 million in value of shares of common stock from time to time over three years. The Company also entered into a registration rights agreement with LPC whereby the Company agreed to file a registration statement with the SEC and the shares of the Company’s common stock that may be issued to LPC under the terms of the Purchase Agreement. The Company may direct LPC, at its sole discretion, and subject to certain conditions, to purchase up to 10,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that LPC cannot make any single purchase that exceeds $750,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase Agreement. The Company filed a registration statement with the SEC and it was accepted on October 12, 2018. From the execution of the Purchase Agreement on August 10, 2018 to March 31, 2019, the Company issued and sold to LPC 297,000 shares of common stock at an average price of $4.53 per shares for net proceeds of $1,344,185 at an average price per share of $4.43 and incurred offering costs of $545,000 that was charged to additional paid in capital. Net proceeds for these transactions were $799,185. Subsequent to March 31, 2019, through June 18, 2019, the Company issued and sold to LPC 250,000 shares of common stock for proceeds of $1,173,810 at an average price of $4.70 per share. There is $17,482,005 remaining on the Purchase Agreement. Stock to be Issued to a Vendor During the year ended March 31, 2019, the Company is obligated to issue 30,000 shares to a vendor for services related to investor relations. The Company recorded stock-based compensation of $144,000 for the shares to be issued, or $4.80 per share, at fair market value. The Company recorded this obligation as a liability for shares to be issued. Issuance of Restricted Shares On January 13, 2017, the Company issued 492,624 restricted stock to one of the directors of the Company, of which 246,312 vested in July 2017. During 2017, 246,312 restricted stock were cancelled. During the year ended 2017, the Company recorded general and administrative expenses of approximately $1,961,000 in connection with the above grant, out of which $844,000 were recorded with respect to the restricted cancellation. No related expenses were recorded for the year ended March 31, 2019 and for the three months ended March 31, 2018. On December 26, 2018, the Board of directors approved the issuance of 304,000 and 36,000 restricted stock to the board of directors, officers, employees and consultants to be granted on December 31, 2018 and January 1, 2019, respectively. The restricted stock vests annually over five years.The Company recorded stock-based compensation expense of $147,719 for the year ended March 31, 2019. Stock Option Plan The Company has an amended and restated Equity Incentive Option Plan (the “2013 Plan”), that grants stock options, restricted stock units and restricted shares to officers, directors, employees, and non-employees for shares of the Company’s stock. The options vesting terms are generally between two to four years and expire up to ten years after the grant date. On August 2, 2018, the Board of Directors authorized the increase of an additional 1,033,324 shares to a total of 1,500,000 shares for issuance under the 2013 Plan. On December 26, 2018 and February 13, 2019, the Board of Directors authorized the increase of an additional 600,000 and 1,000,000 shares to a total of 3,100,000 shares for issuance under the 2013 Plan, respectively. As of March 31,2019, there are 310,525 options are available for future grants. A summary of the Company’s options for the year ended March 31, 2019 is as follows: Number Of Options Weighted Price - Options Weighted Aggregate Intrinsic Value Options outstanding as of April 1, 2018 510,904 $ 4.32 9.0 $ 625,626 Granted 1,919,000 4.54 237,463 Exercised (20,759 ) 0.42 (90,033 ) Forfeited (33,333 ) 4.25 - Outstanding as of March 31, 2019 2,375,812 $ 4.48 9.2 $ 773,056 Exercisable as of March 31, 2019 806,397 $ 4.33 8.0 $ 426,510 As of March 31, 2019, the Company has unrecognized stock-based compensation expense of approximately $4,299,400 related to unvested stock options and is expected to be expensed over the weighted average remaining service period of 2.3 years. The weighted average fair value of options granted during the year ended March 31, 2019, three months ended March 31, 2018 and year ended December 31, 2017 was approximately $3.11 per share, $1.88 and $1.66 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumption: March 31, 2019 March 31, 2018 December 31, 2017 Risk -free interest rate 2.5% - 3.2 % 2.4% - 2.6 % 2.1% - 3.5 % Expected volatility 80.7% - 84.5 % 84.5 % 75.0 % Dividend yield 0 % 0 % 0 % Expected terms (in years) 5-9-10 3.5-5.8 5.5-6.0 During the year ended March 31, 2019, the Company granted 340,000 restricted stock awards of which, 133,000 restricted stock awards were to officers. The fair market value of the restricted shares for stock-based expense is equal to the closing pricing of the Company’s stock at the date of grant. Stock based compensation for the year ended March 31, 2019 was $147,719. The shares vest and is expected to be issued annually over five years. The following summarizes the components of stock-based compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations and comprehensive loss for the year ended March 31, 2019, three months ended March 31, 2018 and year ended December 31, 2017, respectively Stock-based Compensation Year Ended Three Months Ended March 31, 2018 Year Ended December 31, 2017 Research and development $ 572,918 $ 49,875 $ 618,482 General and administrative 1,977,403 96,554 3,766,362 Total stock-based compensation expense $ 2,550,321 $ 146,429 $ 4,384,844 Warrants A summary of the Company’s outstanding warrants as of March 31, 2019 are as follows: Warrant Holders Number Of Warrants Exercise Date Of January 2017 offering - investors 1,701,616 $ 4.25 January 2022 (a) January 2017 offering - investors 1,701,616 $ 4.25 February 2022 (a) March 2017 offering - investors 220,988 $ 4.25 March 2021 (a) March 2017 offering - placement agent 11,050 $ 4.25 March 2021 (a) March 2018 offering - investors 2,299,802 $ 4.25 March 2022 Third-party license agreement 208,333 $ 4.80 January 2024 Total 6,143,405 (b) (a) These warrants have down round protection. (b) In August 2015, AIT entered into an Option Agreement (the “Option Agreement”) with a third party whereby AIT acquired the Option to purchase certain intellectual property assets and rights (the “Option”) on September 7, 2016 for $25,000. Upon exercise of the Option, we became obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are almost entirely sales related and are capped at a total of $87 million across three separate and distinct indications that fall under the agreement. AIT exercised the Option in January 2017 and paid an exercise price of $500,000. AIT issued to the third party a warrant (the “Third Party Warrant”) to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire the same number of shares of the Company’s common stock upon consummation of the merger. The shares exchange was at 1:1 ratio. The Company recorded stock-based compensation expense of $479,700 to research and development based upon the fair value using the Black-Scholes option pricing model. On May 10, 2018, the Company issued to the third-party additional warrants to purchase up to 29,763 shares of the Company at an exercise price of $4.80 per share for each share of common stock. The Company recorded stock-based compensation expense of $55,900 to research and development based upon the fair value using the Black-Scholes option pricing model. There were no warrants exercised during the year ended March 31, 2019, three months ended March 31, 2018 or for the year ended December 31, 2017. |
Current Assets and Prepaid Expe
Current Assets and Prepaid Expenses | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Current Assets And Prepaid Expenses | ||
Current Assets and Prepaid Expenses | NOTE 6 CURRENT ASSETS AND PREPAID EXPENSES A summary of current assets and prepaid expenses as of September 30, 2019 and March 31, 2019 is as follows: September 30, 2019 March 31, 2019 Research and development $ 55,578 $ 324,063 Insurance 110,742 297,945 Other 247,713 166,401 $ 414,033 $ 788,409 | NOTE 6 CURRENT ASSETS AND PREPAID EXPENSES A summary of current assets and prepaid expenses as of March 31, 2019 and March 31, 2018 is as follows: As of March 31, 2019 As of Research and development $ 324,063 $ - Insurance 297,945 - Other 166,401 59,249 $ 788,409 $ 59,249 |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | NOTE 7 ACCRUED EXPENSES A summary of the accrued expenses as of September 30, 2019 and March 31, 2019 is as follows: September 30, 2019 March 31, 2019 Research and development $ 785,428 $ 103,320 Professional fees 767,000 1,030,127 Income taxes payable 154,300 154,300 Employee salaries and benefits 223,201 183,271 Other 138,316 96,620 Total $ 2,068,245 $ 1,567,638 | NOTE 7 ACCRUED EXPENSES A summary of the accrued expenses as of March 31, 2019 and March 31, 2018 is as follows: As of March 31, 2019 As of Vendors – research and development $ 103,320 $ 497,577 Professional fees 780,127 492,250 Income taxes payable 154,300 154,300 Employee salaries and benefits 183,271 104,110 Other 62,084 9,525 Total $ 1,283,102 $ 1,257,762 |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Common Share | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Basic and Diluted Net Income (Loss) Per Common Share | NOTE 8 BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE The following potentially dilutive securities were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Six Months Ended September 30, 2019 2018 Common stock warrants 6,143,405 6,143,405 Common stock options 2,353,115 1,394,972 Restricted shares 335,000 - Total 8,831,520 7,538,377 | NOTE 8 BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE The following potentially dilutive securities were not included in the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Year Ended March 31, 2019 Three Months Ended March 31, 2018 Year Ended Common stock warrants 6,143,405 6,089,259 3,843,603 Common stock options 2,375,812 510,904 548,183 Restricted shares 340,000 - - Total 8,859,217 6,660,163 4,391,786 |
License Agreement
License Agreement | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
License Agreement | ||
License Agreement | NOTE 9 LICENSE AGREEMENT On January 23, 2019, the Company entered into an agreement for commercial rights (“the License Agreement”) with Circassia Pharmaceuticals plc, (located in the United Kingdom) for persistent pulmonary hypertension of the newborn (PPHN) and future related indications at concentrations of < This contract was evaluated under ASC 606, which was adopted by the Company during fiscal 2019. Based upon the evaluation, it was determined that the contract consists of five performance obligations, as follows: ● Performance Obligation 1: non-exclusive transfer of functional intellectual property rights to Circassia, which includes: o the consummation of the License, Development, and Commercialization Agreement, which included significant pre-agreement negotiation, product specification, and o the successful completion of the pre-submission meeting with the FDA. At this meeting the FDA reinforced their assessment of LungFit™ PH as a medical device and the requirements for approval. ● Performance Obligation 2: ongoing support associated with the PMA submission and regulatory approval by the FDA. This also includes development activities including manufacturing readiness process ahead of the approval. ● Performance Obligation 3: launch of the approved product in the field in the USA upon FDA regulatory approval ● Performance obligation 4: FDA approval of the product in the field for use in cardiac surgery ● Performance obligation 5: regulatory approval in China for marketing and sale of the product in China for any indication In consideration of the rights and licenses granted to Circassia by the Company, Circassia shall pay the Company the following five milestone amounts in US dollars or Circassia shares: ● $7.35 million upon signing or 12,300,971 ordinary shares of Circassia Pharmaceuticals plc; ● $3.15 million payable within five (5) business days following the successful completion of a Food and Drug Administration (the “FDA”) pre-submission meeting or 5,271,844 ordinary shares of Circassia Pharmaceuticals plc; ● $12.6 million payable on the sooner of ninety (90) days post FDA approval of the Product or the launch of the Product in the United States, ● $8.4 million payable within five (5) business days following the approval by the FDA of the Product in certain hospital and clinic settings for use in cardiac surgery; and ● $1.05 million payable within five (5) business days following approval by the FDA equivalent in China for marketing and sale of the Product. In addition, Circassia shall pay the Company the following royalty amounts until expiration of all of the applicable patents: ● A one-time 5% royalty on the first cumulative $50 million in gross profit in the United States; ● A one-time 5% royalty on the first cumulative $20 million in gross profit in China; Thereafter, running royalty amounts of 15% of annual gross profit (United States & China combined) up to and including $100 million and 20% of annual gross profit (United States & China combined) exceeding $100 million. Following expiration of the patents, Circassia shall pay the Company a 14% royalty on annual gross profits up to and including $100 million and a 19% royalty on annual gross profits exceeding $100 million. Due to the consideration constraints associated with milestones 3, 4, and 5, only the amounts associated with milestone 1 and 2 have been allocated. During the three months ended March 31, 2019, the Company met the first two milestones under the license agreement and received 17,572,815 ordinary shares valued at $9,987,295. This consideration was allocated to the first two performance obligations. one being the transfer of the intellectual property to Circassia, which was recognized at a point in time and was valued at $7,116,232 and the other being the ongoing support associated with the PMA submission and regulatory approval by the FDA, which was valued at $2,871,063 and recorded as deferred revenue to be recognized over a period of time from the commencement of the agreement to when management expects to submit the PMA. For the three and six months ended September 30, 2019, $645,602 and $1,273,071, respectively of such revenue associated with this second performance obligation has been recognized. As of September 30, 2019, and March 31, 2019, deferred revenue was $990,223 and $2,263,294, respectively. | NOTE 9 LICENSE AGREEMENT On January 23, 2019, the Company entered into an agreement for commercial rights (“the License Agreement”) with Circassia Pharmaceuticals plc, (located in the United Kingdom) for persistent pulmonary hypertension of the newborn (PPHN) and future related indications at concentrations of < This contract was evaluated under ASC 606, which was adopted by the Company during 2019. Based upon the evaluation, it was determined that the contract consists of five performance obligations, as follows: ● Performance Obligation 1: transfer of functional intellectual property rights to Circassia, which includes: o the consummation of the License, Development, and Commercialization Agreement, which included significant pre-agreement negotiation, product specification, and o the successful completion of the pre-submission meeting with the FDA. At this meeting the FDA reinforced their assessment of AirNOvent as a medical device and aligned with the Beyond Air pathway to approval, notably confirming that Beyond Air did not need to conduct clinical trials to be approved. ● Performance Obligation 2: ongoing support associated with the PMA submission and regulatory approval by the FDA. This also includes development activities including manufacturing readiness process ahead of the approval. ● Performance Obligation 3: launch of the approved product in the field in the USA upon FDA regulatory approval ● Performance obligation 4: FDA approval of the product in the field for use in cardiac surgery ● Performance obligation 5: regulatory approval in China for marketing and sale of the product in China for any indication In consideration of the rights and licenses granted to Circassia by the Company, Circassia shall pay the Company the following milestone amounts in US dollars or Circassia shares (with Circassia shares being priced at a 5% discount): ● $7.35 million upon signing; ● $3.15 million payable within five (5) business days following the successful completion of a Food and Drug Administration (the “FDA”) pre-submission meeting or 5,271,844 ordinary shares of Circassia Pharmaceuticals plc; ● $12.6 million payable on the sooner of ninety (90) days post FDA approval of the Product or the launch of the Product in the United States, ● $8.4 million payable within five (5) business days following the approval by the FDA of the Product in certain hospital and clinic settings for use in cardiac surgery; and ● $1.05 million payable within five (5) business days following approval by the FDA equivalent in China for marketing and sale of the Product. In addition, Circassia shall pay the Company the following royalty amounts until expiration of all of the applicable patents: ● A one-time 5% royalty on the first cumulative $50 million in gross profit in the United States; ● A one-time 5% royalty on the first cumulative $20 million in gross profit in China; ● Thereafter, running royalty amounts of 15% of annual gross profit (United States & China combined) up to and including $100 million and 20% of annual gross profit (United States & China combined) exceeding $100 million. Following expiration of the patents, Circassia shall pay the Company a 14% royalty on annual gross profits up to and including $100 million and a 19% royalty on annual gross profits exceeding $100 million. Due to the consideration constraints associated with milestones 3, 4, and 5, only the amounts associated with milestone 1 and 2 have been allocated. During the fourth quarter 2019, the Company met the first two milestones under the license agreement and received 17,572,815 ordinary shares valued at $9,987,295. This consideration was allocated to the first two performance obligations. one being the transfer of the intellectual property to Circassia, which was recognized at a point in time and was valued at $7,116,232 and the other being the ongoing support associated with the PMA submission and regulatory approval by the FDA, which was valued at $2,871,063 and recorded as deferred revenue to be recognized over a period of time from the commencement of the agreement to when management expects to submit the PMA. Through March 31, 2019, approximately $607,769 of such deferred revenue associated with this second performance obligation has been recognized. |
Loan Payable
Loan Payable | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Loan Payable | NOTE 10 LOAN PAYABLE In January 2019, and in connection with the Company’s insurance policy, a loan of $292,500 was used to finance part of the premium. There are ten monthly payments of $29,687 and the interest rate is 3.3% per annum. The balance as of September 30, 2019 and March 31, 2019 was $88,582 and $263,604, respectively. | NOTE 10 LOAN PAYABLE In January 2019, connection with the Company’s insurance policy, a loan of $292,500 was used to finance part of the premium. There are ten monthly payments of $29,687 and the interest rate is 3.3% per annum. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 INCOME TAXES The Company’s foreign subsidiary is in Israel and subject to a corporate tax rate as follow: 2019 and 2019 – 23%, 2017 - 24%. December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. As of March 31, 2019, there is approximately a net operating loss carry forward of $12,340,000 which offset taxable income for an indefinite period of time. As of March 31, 2019, the Company has available approximately $5,719,000 of unused NOL carryforwards for federal tax purposes of which $688,000 is subject to Section 382 limitation. Net operating loss carryforwards of approximately $1,375,000, which were generated prior to March 2018 expire through 2037. The net operating loss of approximately $4,343,000 can be carried forward indefinitely. The Company also has state net operating losses in the amount of approximately $2,644,000 expiring during the years 2035 to 2039. The Company is subject to the NOL utilization provisions of Section 382 of the Code. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. The components of net (loss) income before the provision for income taxes are as follows: For the Year Ended For the Three Months For the Year Ended Domestic $ (4,475,659 ) $ 2,935,850 $ (7,469,198 ) Foreign (2,082,791 ) (1,888,163 ) (10,575,148 ) Total $ (6,558,450 ) $ 1,047,687 $ (18,044,346 ) There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $3,013,000 during the year ended March 31, 2019 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: As of March 31, 2019 As of March 31, 2018 Net operating loss carry forward $ 4,201,000 $ 2,909,000 Research and development tax credits 243,000 Other 120,000 Reserves and allowances - foreign 6,000 10,000 Stock-based compensation 608,000 Unrealized loss on available for sale investment 966,000 Research and development - foreign 550,000 762,000 Net deferred tax 6,694,000 3,681,000 Valuation allowance (6,694,000 ) (3,681,000 ) Net deferred tax asset $ - $ - A reconciliation of the statutory U.S. Federal rate to the Company’s effective tax rate is as follows for the year ended March 31, 2019. Federal income tax at statutory rate (21.00 )% State income tax, net of federal benefit (6.62 ) Permanent items 0.00 Change in valuation allowance 36.10 Research and development tax credits (3.71 ) Other (4.77 ) Effective income tax expense rate 0 % For the three months ended March 31, 2019 and for the year ended December 31, 2017, the main reconciling item between the effective tax rate is the recognition of valuation allowances in respect to deferred taxes related to accumulated operating net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. A reconciliation of the of unrecognized tax benefits related to uncertain tax positions for the year ended March 31, 2019, three months ended March 31, 2018 and for the year ended December 31, 2017 is as follows: Year ended March 31,2019 Three Months Ended Year ended December 31, 2017 Balance at beginning of period $ 154,300 $ 154,300 $ 154,300 Additions for current year’s tax position - - - Balance at the end of period $ 154,300 $ 154,300 $ 154,300 Tax years 2015 through 2019 remain open to examination by federal and state tax jurisdictions. The Company files tax returns in Israel for which tax years 2013 through 2019 remain open. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 11 COMMITMENTS AND CONTINGENCIES License Agreements On October 22, 2013, the Company entered into a patent license agreement with CareFusion, pursuant to which Beyond Air agreed to pay to the third party a non-refundable upfront fee of $150,000 and is obligated to pay 5% royalties of any licensed product net sales, but at least $50,000 per annum through the term of the agreement and the advance is credited against future royalties payments. As of September 30, 2019, the Company did not pay any royalties since the Company did not have any revenues from this license. The term of the agreement extends through the life of applicable patents and may be terminated by either party with 60 days’ prior written notice in the event of a breach of the agreement, and may be terminated unilaterally by CareFusion with 30 days’ prior written notice in the event that we do not meet certain milestones. In August 2015, BA Ltd entered into an Option Agreement (the “Option Agreement”) with Pulmonox whereby BA Ltd acquired the Option to purchase certain intellectual property assets and rights (the “Option”) on September 7, 2016 for $25,000. On January 13, 2017, the Company exercised the Option and paid $500,000. The Company becomes obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are capped at a total of $87 million across three separate and distinct indications that fall under the agreement, with the majority of them, approximately $83 million, being sales related based on cumulative sales milestones for each of the three products. On January 31, 2018 the Company entered into an agreement (“Agreement”) with NitricGen, Inc. (“NitricGen”) acquire a global, exclusive, transferable license and associated assets including intellectual property, know-how, trade secrets and confidential information from NitricGen related to LungFit™. The Company acquired the licensing right to use the technology and agreed to pay NitricGen a total of $2,000,000 in future payments based upon achieving certain milestones, as defined in the Agreement, and royalties on sales LungFit™. The Company paid NitricGen $100,000 upon the execution agreement, $100,000 upon achieving the next milestone and issued 100,000 options to purchase the Company’s stock valued at $295,000 upon executing the agreement. The remaining future milestone payments are $1,800,00 of which $1,500,000 in six months after the first approval of LungFit™ by the FDA or EMEA. Employment Agreements Certain officer agreements contain a change of control provision for payment of severance arrangements. Operating Leases In March 2018, the Company entered into an operating lease for office space in Madison, Wisconsin. The lease commenced in March 2018, with the Company providing a security deposit of $1,728, which is recorded as restricted cash in the unaudited condensed consolidated balance sheets. The lease agreement expires in April 2021, at which point the Company has the option to renew the lease for one additional five-year term. The renewal period was not included the lease term for purposes of determining the lease liability or right-of-use asset. In May 2018, the Company entered into an operating lease for office space in Garden City, New York. The lease commenced in July 2018, with the Company providing a security deposit of $9,771, which is recorded as restricted cash in the unaudited consolidated balance sheets. The lease agreement expires in June 2023, at which point the Company has the option to renew the lease for one additional three-year term. The renewal period was not included the lease term for purposes of determining the lease liability or right-of-use asset. The Company has other operating lease agreements with commitments of less than one year or that are not significant. The Company elected the practical expedient option and as such these lease payments are expensed as incurred. Other Information For The Six Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Cash paid $ 40,799 Right-of-use assets obtained in exchange for new operating lease liabilities: - Weighted-average remaining lease term — operating leases 3.5 years Weighted-average discount rate — operating leases 8.3 % Maturity of Lease Liabilities Six months ended September 30, Operating Leases Remainder of 2020 $ 65,092 2021 58,741 2022 64,826 2023 64,693 2024 15,868 Total lease payments 269,220 Less: interest (35,123 ) Present value of lease liabilities $ 234,097 Litigation Contingencies On March 16, 2018, Empery Asset Master, Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, (collectively, “Empery”), filed a complaint in the Supreme Court of the State of New York, relating to the notice of adjustment of both the exercise price of and the number of warrant shares issuable under warrants issued to Empery in January 2017. The Empery Suit alleges that, as a result of certain circumstances in connection with the February 2018 Offering, the January 2017 Warrants issued to Empery provide for adjustments to both the exercise price of the warrants and the number of warrant shares issuable upon such exercise. Empery seeks monetary damages and declaratory relief under theories of breach of contract or contract reformation predicated on mutual mistake. The Company continues to vigorously defend all claims. The Company believes they met the contractual requirements of the contract and properly adjusted the applicable warrants in accordance with the protection features. Discovery remains ongoing in the litigation and it is not possible to determine or assess the probability of any particular outcome. | NOTE 12 COMMITMENTS AND CONTINGENCIES On October 22, 2013, The Company entered into a patent license agreement with a third party, pursuant to which AIT agreed to pay to the third party a non-refundable upfront fee of $150,000 and is obligated to pay 5% royalties of any licensed product net sales, but at least $50,000 per annum through the term of the agreement and the advance is credited against future royalties payments. As of March 31, 2019, the Company did not pay any royalties since the Company did not have any revenues from this license. The term of the agreement extends through the life of applicable patents and may be terminated by either party with 60 days’ prior written notice in the event of a breach of the agreement, and may be terminated unilaterally by CareFusion with 30 days’ prior written notice in the event that we do not meet certain milestones. In August 2015, AIT entered into an Option Agreement (the “Option Agreement”) with a third party whereby AIT acquired the Option to purchase certain intellectual property assets and rights (the “Option”) on September 7, 2016 for $25,000. On January 13, 2017, the Company exercised the Option and paid $500,000. The Company became obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are capped at a total of $87 million across three separate and distinct indications that fall under the agreement, with the majority of them, approximately $83 million, being sales related based on cumulative sales milestones for each of the three products.AIT issued to the third party a warrant (the “Third Party Warrant”) to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire the same number of shares of the Company’s common stock upon consummation of the merger. The shares exchange was at 1:1 ratio. The Company recorded stock-based compensation expense of $479,700 to research and development based upon the fair value using the Black-Scholes option pricing model. On May 10, 2018, the Company issued to the third-party additional warrants to purchase up to 29,763 shares of the Company at an exercise price of $4.80 per share for each share of common stock. The Company recorded stock-based compensation expense of $55,900 to research and development based upon the fair value using the Black-Scholes option pricing model. The warrants expire in January 2024. On January 31, 2018 the Company entered into an agreement (“Agreement”) with NitricGen, Inc. (“NitricGen”) acquire a global, exclusive, transferable license and associated assets including intellectual property, know-how, trade secrets and confidential information from NitricGen related to NO delivery systems (“Delivery System”). The Company acquired the licensing right to use the technology and agreed to pay NitricGen a total of $2,000,000 in future payments based upon achieving certain milestones, as defined in the Agreement, and royalties on sales of the Delivery System. The Company paid NitricGen $100,000 upon the execution agreement, $100,000 upon achieving the next milestone and has an obligation to issue 100,000 options to purchase the Company’s stock upon executing the agreement. The remaining future milestone payments are $1,800,00 of which $1,500,000 in six months after the first approval of the eNOGenorator by the FDA or EMEA. The term of the options is five year and has an exercise price of $6.90 per share. The Company issued 100,000 options to purchase common stock. The Company recorded stock-based compensation of $295,000 which was the fair market value of the options Black-Scholes option pricing model. The Company used a volatility rate of 79.9%, risk-free interest rate of 2.5%, an expected term of five years and a dividend rate of 0%. The Company recorded the milestone payments and the fair market value of the options as a licensing right to use the technology which is an intangible asset, aggregating $495,000. The Company reversed a prior period expense of $200,000 and recorded a licensing right to use asset related to acquired technology. This adjustment was due to the Company’s re-assessment of the acquired technology and the conclusion that it has alternative future uses. The Company entered into two office lease agreements, which expire on April 2021 and June 2023. Future minimum commitments for each of the fiscal years ending March 31, are as follows: Year Ended Operating 2020 $ 129,100 2021 90,100 2022 65,400 2023 64,700 2024 16,300 Total $ 365,600 Rent expense for the year ended March 31, 2019, for the three months ended March 31, 2018 and for the year ended December 31, 2018 was $115,276, $25,059 and $73,013, respectively. Litigation Contingencies On March 16, 2018, Empery Asset Master, Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, (collectively, “Empery”), filed a complaint in the Supreme Court of the State of New York, relating to the notice of adjustment of both the exercise price of and the number of warrant shares issuable under warrants issued to Empery in January 2017. The Empery Suit alleges that, as a result of certain circumstances in connection with the February 2018 Offering, the January 2017 Warrants issued to Empery provide for adjustments to both the exercise price of the warrants and the number of warrant shares issuable upon such exercise. Empery seeks monetary damages and declaratory relief under theories of breach of contract or contract reformation predicated on mutual mistake. The Company intends to vigorously defend all claims. The Company believes they met the contractual requirements of the contract and properly adjusted the applicable warrants in accordance with the protection features. Given the early stage of the litigation, it is not possible to determine or assess the probability of any particular outcome. In connection with the Licensing agreement signed with Circassia Pharmaceuticals plc, the Company is obligated to pay an investment banker, $250,000, if a future milestone is reached. The Company has accrued this obligation since it is probable that the event will occur. Certain officer agreements contain a change of control provision for payment of severance arrangements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 SUBSEQUENT EVENTS From April 1, 2019 through June 18, 2019, the Company issued and sold 250,000 shares of common stock for proceeds of $1,173,810 at an average price of $4.70 per share to LPC, see (Note 5). On June 3, 2019, the Company entered into a Stock Purchase Agreements with investors for the issuance of 1,583,743 unregistered shares of common stock. The Company raised gross proceeds of $7,960,635. On June 25, 2019, the Company filed an amendment to its Amended and Restated Certificate of Incorporated whereby the Company changed its name to Beyond Air, Inc., effective June 26, 2019. |
Transition Period Comparative D
Transition Period Comparative Data | 12 Months Ended |
Mar. 31, 2019 | |
Transition Period Comparative Data | |
Transition Period Comparative Data | NOTE 14 TRANSITION PERIOD COMPARATIVE DATA STATEMENTS OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Year Ended Three Months Ended Operating expenses: Research and development expenses $ (4,636,287 ) $ (1,438,704 ) General and administrative expenses (5,306,884 ) (2,127,813 ) Operating loss (9,943,171 ) (3,566,517 ) Other Income (Loss) Change in fair value of warrant liabilities (794,093 ) (1,123,814 ) Amortization of beneficial conversion feature and debt issuance costs related to convertible debt - (1,031,360 ) Amortization of debt issuance costs (14,273 ) Issuance of additional warrants granted to investors (17,899 ) Imputed interest expense respect to convertible notes (14,878 ) Imputed interest income (expense) with respect to loans from related parties and others and loan from bank 3,495 (13,286 ) Issuance costs related to warrants granted (457,366 ) Foreign exchange gain (loss) 21,524 (38,064 ) Other expense (3,610 ) (2,779 ) Total other income (loss) (772,684 ) (2,713,719 ) Net loss and other comprehensive loss $ (10,715,855 ) $ (6,280,236 ) Net basic and diluted loss per share of common stock $ (1.68 ) $ (1.12 ) Weighted average number of shares used in computing net basic loss per share of common stock 6,391,218 5,617,762 STATEMENTS OF CONSOLIDATED CASHFLOWS (UNAUDITED) Year Ended Three Months Ended March 31, 2017 Cash flows from operating activities Net loss $ (10,715,855 ) $ (6,280,236 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 46,535 6,205 Stock-based compensation 574,395 1,877,442 Adoption of ASU 2016-01 (2,986 ) Changes in fair value of warrant liabilities 793,956 1,123,814 Amortization of beneficial conversion feature and debt issuance costs related to coverable notes - 1,045,633 Issuance costs related to warrant liability - 457,366 Issuance of common stock to finder upon the conversion of convertible notes - 18,545 Imputed interest on convertible notes, loans from related parties and others 3,721 30,164 Change in: Other current assets and prepaid expenses 117,163 (101,677 ) Accounts payables 293,768 20,079 Accrued expenses 196,853 (409,728 ) Net cash used in operating activities (8,692,450 ) (2,212,393 ) Cash flows from investing activities Investment in available for sale marketable securities (8,304,392 ) - Purchase price paid upon reverse merger - (294,862 ) Purchase of property and equipment (219,595 ) (25,206 ) Net cash used in investing activities (8,523,987 ) (320,068 ) Cash flows from financing activities Proceeds from issuance of units consisting of common stock and warrants, net of issuance costs 10,813,767 9,889,035 Proceeds from loans from related parties and others - 56,957 Maturity of loans and interest from related parties and others - (241,000 ) Purchase of treasury stock - (25,000 ) Repayment of bank loans - (13,828 ) Net cash provided by financing activities 10,813,767 9,666,164 (Decrease) increase in cash, cash equivalents and restricted cash (6,402,670 ) 7,133,103 Cash, cash equivalents and restricted cash at beginning of period 7,140,904 7,201 Cash, cash equivalents and restricted cash at end of period $ 738,234 $ 7,140,904 Supplemental disclosure of non-cash investing activities: Conversion of convertible notes to common stock $ - $ 3,995,000 Issuance of convertible notes to common stock $ 250,000 $ - |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 15 RELATED PARITES For the year ended December 31, 2017, the Company had the following related party transactions. 1) On February 10, 2014, AIT signed a loan agreement with one of its stockholders for a total amount of $22. The loan bears an interest of 4% per annum. 2) In 2016 and 2017, AIT entered into loan agreement with existing stockholders pursuant to which AIT received the amounts of $340 and $57 (the “Stockholder Loans”), respectively, which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date each was funded. In the event of full payment of the stockholder loans at any time within 90 days of the funding, a minimum interest rate of 4% of the stockholder loans shall be paid along with the principal. 3) For the year ended December 31, 2017, the Company recorded expenses regarding all aforesaid loans in the amount of approximately $13,000. 4) On January 13, 2017, upon the closing of the reverse merger, the holdings of certain of the above stockholders were diluted, and they are no longer considered related parties as of December 31, 2017. 5) In previous years, the Company entered into consultancy agreements with certain stockholders. 6) Commencing December 2013, AIT issued the convertible notes for which aggregate consideration of $892,000 was received from related parties. The convertible notes bore an interest rate of 8% per annum compounded annually. Upon the closing of the merger, all of the outstanding convertible Notes were converted into 1,397,068 shares of common stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required to be presented for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The accompanying unaudited condensed consolidated Balance Sheet as of March 31, 2019 has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2019. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements and the related notes thereto included in the Annual Report on Form 10-K for the year ended March 31,2019 which was filed with the United States Securities and Exchange Commission, (“SEC”), on June 28, 2019. | |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and the accounts of BA Ltd. All intercompany balances and transactions have been eliminated in the accompanying financial statements. | Principles of Consolidation These consolidated financial statements include the accounts of the Company and the accounts of AIT. All intercompany balances and transactions have been eliminated in the accompanying financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The Company’s significant estimates are accrual of expenses under consulting and licensing agreements, stock-based compensation, assumptions associated with revenue recognition, and the determination of deferred tax attributes and the valuation allowance thereon. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The Company’s significant estimates are accrual of expenses under consulting and licensing agreements, stock-based compensation, warrant liabilities valuation for fiscal years to March 31, 2019, assumptions associated with revenue recognition, and the determination of deferred tax attributes and the valuation allowance thereon. |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company is subject to risks common to medical device companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third party suppliers, in some cases single-source suppliers. There can be no assurance that the Company’s products will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. The Company’s products require approval or clearance from the U.S. Food and Drug Administration prior to commencing commercial sales in the United States. The Company is expected to file a Premarketing (PMA) Approval application before the end of its fiscal year end on March 31, 2020 for its first product. There can be no assurance that the Company’s products will receive all of the required approvals or clearances. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. If the Company is denied such approvals or clearances or such approvals or clearances are delayed, it may have a material adverse impact on the Company’s results of operations, financial position and liquidity. | Other Risks and Uncertainties The Company is subject to risks common to medical device companies including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third party suppliers, in some cases single-source suppliers. There can be no assurance that the Company’s products will continue to be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. The Company’s product requires approval or clearance from the U.S. Food and Drug Administration prior to commencing commercial sales in the United States. The Company will be filing a Premarketing (PMA) Approval application during the third calendar quarter of 2019.There can be no assurance that the Company’s products will receive all of the required approvals or clearances. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. If the Company is denied such approvals or clearances or such approvals or clearances are delayed, it may have a material adverse impact on the Company’s results of operations, financial position and liquidity. |
Concentrations | Concentrations The Company’s license revenue was from two milestone payments from one customer. The Company is seeking additional Partners outside of the United States and China. The Company relies on two vendors to manufacture its delivery system. The Company is reliant on the vendors for commercial manufacturing of our LungFit™ generator and delivery systems and nitrogen dioxide filters for both clinical studies and commercial supply, if regulatory approval is received. | Concentrations The Company’s license revenue was from two milestone payments from one customer. The Company is seeking additional Partners outside of the United States and China. We are heavily dependent on the Aeronox system, which is a portable titration and monitoring system that delivers nitric oxide gas and measures nitric oxide and nitro dioxide gas concentrations in parts per million (ppm). The company that manufactures it is International Biomedical, located in Texas. If International Biomedical decides not to continue to support the Aeronox system (for example, selling parts and providing repair services for the device), then we might not be able to conduct our U.S. trial. This system is not manufactured specifically for us, and we have no agreement with International Biomedical for the continued manufacture or support of this Aeronox system. Additionally, the Aeronox system is not currently approved for use in the U.S. above 80 ppm concentration required by our proprietary NO formulations, and we currently engage a third-party contractor to modify the Aeronox system in order for it to monitor our NO formulations above 80 ppm. Unless the Aeronox system obtains such approval, of which we have no current expectation, we would be required to seek an alternative delivery system in order to conduct a clinical trial of our formulation within the U.S. The Company relies on two vendors to manufacture its delivery system. The Company is reliant on the vendors for commercial manufacturing of our delivery systems for both clinical studies and commercial supply, if regulatory approval is received. |
Financial Instruments | Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts in major banks in Israel and the U.S., the balances of which, at times, may exceed federally insured limits. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. | Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts in major banks in Israel and the U.S., the balances of which, at times, may exceed federally insured limits. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. Restricted cash is collateral for vehicle leases and invested in bank deposit accounts. The following table is the reconciliation of the recently adopted new accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s consolidated statement of cash flows: For The For The For The Cash and cash equivalents $ 1,340,203 $ 732,542 $ 1,201,654 Restricted cash 16,934 5,692 5,692 Cash and cash equivalents and restricted cash $ 1,357,137 $ 738,234 $ 1,207,346 |
Research and Development | Research and Development Research and development expenses are charged to the statement of operations and comprehensive loss as incurred. Research and development expenses include salaries, costs incurred by outside laboratories, manufacturer’s, consultants, accredited facilities in connection with clinical trials and preclinical studies and stock based-compensation. | |
Restricted Cash | Restricted Cash As of September 30, 2019, restricted cash includes $442,000 of cash that is designated for a contract manufacturer. This cash is expected be used for parts that require a long lead time. Collateral for vehicle leases are invested in bank deposit accounts which is restricted and as of September 30, 2019 was $17,234 and as of March 31,2019 was $16,934. The following table is the reconciliation of the recently adopted accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s unaudited condensed consolidated statements of cash flows: September 30, 2019 March 31, 2019 Cash and cash equivalents $ 1,895,389 $ 1,340,203 Restricted cash 459,234 16,934 Cash and cash equivalents and restricted cash $ 2,354,623 $ 1,357,137 | |
Revenue | Revenue The Company recognizes revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied, see, Note 9. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a license arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. | |
Segment Reporting | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment. | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of September 30, 2019, and March 31, 2019, the Company recorded a valuation allowance to the full extent of our net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal, various state, and International income tax returns. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances. Such adjustment is reflected in the tax provision when appropriate . | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of March 31, 2019, and March 31, 2018, the Company recorded a valuation allowance to the full extent of our net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal, various state, and International income tax returns. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances. Such adjustment is reflected in the tax provision when appropriate . |
Foreign Exchange Transactions | Foreign Exchange Transactions BA Ltd. operations are in Israel and Beyond Air’s operations are in the United States. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Board Codification Topic 830, “Foreign Currency Matters”. | Foreign Exchange Transactions AIT’s operations are in Israel and Beyond Air’s operations are in the United States. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Board Codification Topic 830, “Foreign Currency Matter”. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Fair value for restricted stock awards is valued using the closing price of the Company’s stock on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The Company does not have enough history to establish volatility based upon its own stock trading. Therefore, the expected volatility was based similar publicly traded peer companies. The Company routinely reviews its calculation of volatility based on, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term. Compensation expense for options and warrants granted to non-employees is determined by the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured, and is recognized over the service period. The expense was previously adjusted to fair value at the end of each reporting period until such awards vested, and the fair value of such instruments, as adjusted, was expensed over the related vesting period. Adjustments to fair value at each reporting date resulted in income or expense, depending upon the estimate of fair value and the amount of expense recorded prior to the adjustment. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. We adopted this ASU the fourth quarter of fiscal 2019, and as a result, the fair value of all non-employee awards became fixed at the start of the fourth quarter. | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Fair value for restricted stock awards is valued using the closing price of the Company’s stock on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The Company does not have enough history to establish volatility based upon its own stock trading. Therefore, the expected volatility was based similar publicly traded peer companies. The Company routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term Compensation expense for options and warrants granted to non-employees is determined by the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured, and is recognized over the service period. The expense was previously adjusted to fair value at the end of each reporting period until such awards vested, and the fair value of such instruments, as adjusted, was expensed over the related vesting period. Adjustments to fair value at each reporting date resulted in income or expense, depending upon the estimate of fair value and the amount of expense recorded prior to the adjustment. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. We adopted this ASU the fourth quarter of fiscal 2019, and as a result, the fair value of all non-employee awards became fixed at the start of the fourth quarter. |
Investment in Marketable Securities | Investment in Marketable Securities Investments in equity marketable securities classified available-for-sale are carried at fair value with the changes in unrealized gains and losses recognized in the Company’s results in operations. Realized gains and (losses) from the sale of marketable securities are recognized in the statement of operations using the specific identification method on a trade date basis. Additionally, we assess our marketable debt securities for potential other-than-temporary impairment. If the cost of an investment exceeds its fair value, we evaluate, among other factors, the magnitude and duration of the decline in fair value. | Investment in Marketable Securities Investments in marketable securities classified available for sale are carried at fair value with the changes in unrealized gains and losses recognized in the Company’s results in income or (loss). Realized gains and (loss) from the sale of marketable securities are recognized in the statement of operations. using the specific identification method on a trade date basis. Additionally, we assess our marketable equity securities for potential other-than-temporary impairment. The Company employ a methodology that considers available evidence in evaluating potential other-than-temporary impairment of our marketable equity securities classified as available-for-sale. If the cost of an investment exceeds its fair value, we evaluate, among other factors, the magnitude and duration of the decline in fair value. We also evaluate the financial health of and business outlook for the issuer, the performance of the underlying assets for interests in securitized assets, and, for securities classified as available-for-sale, our intent and ability to hold the investment. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the assets as follows: Computers equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the assets as follows: Computers equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset |
Licensed Right to Use Technology | Licensed Right to Use Technology Licensed right to use technology is an intangible asset resulting from the NitricGen transaction, see Note 11. The intangible asset was valued based upon the fair value of the options issued to NitricGen and the cash paid for this transaction. The license contains two future milestone additional payments aggregating $1,800,000. The intangible asset is being amortized on a straight-line method over its estimated useful life of thirteen years. | Licensing Right to Use Technology Licensing right to use technology is an intangible asset resulting from the NitricGen transaction. The intangible asset was valued based upon the fair value of the options issued to NitricGen and the cash paid for this transaction. The Company reversed a prior period expense of $200,000 and recorded a licensing right to use asset related to acquired technology. This adjustment was due to the Company’s re-assessment of the acquired technology and the conclusion that it has alternative future use. The license contains two milestone payments aggregating $1,800,000. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assess the impairment of long-lived assets on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider that could trigger an impairment review include the following: ● significant underperformance relative to expected historical or projected future operating results, ● significant changes in the manner of our use of the acquired assets or the strategy for our overall business, ● significant negative regulatory or economic trends, and ● significant technological changes, which would render equipment and manufacturing processes obsolete. Recoverability of assets that will continue to be used in our operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimated future costs. There were no events during the reporting periods that were deemed to be a triggering event that would require an impairment assessment. | Impairment of Long-Lived Assets The Company assess the impairment of long-lived assets on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company’s impairment review process is based upon an estimate of future undiscounted cash flow. Factors we consider that could trigger an impairment review include the following: ● significant underperformance relative to expected historical or projected future operating results, ● significant changes in the manner of our use of the acquired assets or the strategy for our overall business, ● significant negative industry or economic trends, and ● significant technological changes, which would render equipment and manufacturing processes obsolete. Recoverability of assets that will continue to be used in our operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimated future costs. |
Revenue Recognition | Revenue Recognition During the year ended March 31, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) using the modified retrospective method which consisted of applying and recognizing the cumulative effect of Topic 606 at the date of initial application. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”). There was no impact on adoption to the Company’s consolidated financial statements related to the adoption of ASC 606 since there was no revenue at such time. The Company recognizes revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied, see (Note 9) for the performance obligations. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a license arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options, warrants, and other stock-based compensation awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because such common shares are not assumed to have been issued if their effect is anti-dilutive, see Note 8. | Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options, warrants, restricted stock and stock-based compensation awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On April 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company early adopted the new guidance using the modified retrospective transition approach and practical expedients to all leases existing at the date of initial application and not restating comparative periods, see Note 11. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued rent. The interest rate implicit in our leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. The weighted average discount rate and remaining term on lease obligation is approximately 8.3% and 3.7 years. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses. Amortization expense for finance (capital) leases is recognized on a straight-line basis over the lease term and is included in general and administrative expenses and research and development expenses, while interest expense for finance leases is recognized using the effective interest method. As of the April 1, 2019, the adoption date, the Company has identified three operating lease arrangements. The adoption of ASC 842 resulted in the recognition of operating lease liabilities and right-of-use assets of approximately of $266,600 and $258,600, respectively. The adoption of the standard did not have a material effect on the Company’s unaudited condensed consolidated statements of operation and comprehensive loss or unaudited condensed consolidated statements of cash flows. | Recently Issued and Adopted Accounting Standards In January 2016, the FASB issued Accounting Standards Update In January 2017, the Financial Accounting Standards Board (“FASB”) FASB released Accounting Standards Update “ASU” 2017-01, Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU should be applied prospectively and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. No disclosures are required at transition. The Company adopted this standard during the third quarter December 31, 2018 and this standard did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This standard provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The Company adopted the standard commencing January 1, 2019. The impact of the adoption had no effect to the Company’s consolidated financial statement In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815) Accounting for Certain Financial Instruments with Down Round Features. This ASU affects all entities that issue financial instruments (for example, warrants or convertible instruments) that include down round features. This ASU relates to the recognition, measurement, and earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260. The Company elected to adopt Update ASU 2017-11during the third quarter of 2018, retrospective to outstanding financial instruments with down round feature by means of cumulative-effect adjustment by increasing beginning additional paid-in capital by $6,194,292 and decreasing accumulated deficit by $516,358 as of April 1, 2018. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the standard commencing January 1, 2018 . The impact of the adoption was immaterial to the Company’s consolidated financial statements. During the year ended March 31, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”) using the modified retrospective method which consisted of applying and recognizing the cumulative effect of Topic 606 at the date of initial application. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“Topic 605”). There was no impact on adoption to the Company’s consolidated financial statements related to the adoption of ASC 606 since there was no revenue at such time. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective for fiscal years beginning after December 15, 2018 and early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company adopted this standard during the fourth quarter for fiscal year March 31, 2019, and as a result of such adoption, the fair value of the unvested non-employee stock options became fixed as of the date of adoption. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There have been no recent accounting pronouncements or changes in accounting standard during the three and six months ended September 30, 2019, as compared to the recent accounting standards described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019, that are of significance or potential significance to the Company. | Recently Issued and not Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB issued ASU No. 2016-02, Leases. ASU 2016-2 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease effectively finances a purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method (finance lease) or on a straight-line basis over the term of the lease (operating lease). A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-2 supersedes the existing guidance on accounting for leases in “Leases (Topic 840).” Subsequent to ASU 2016-02, the FASB has issued ASU No. 2018-01 (“ASU 2018-01”) Leases (Topic 842): Land Easement Practical Expedient for Transition which clarifies the application of lease easements and eases adoption efforts for some land easements. The provisions of ASU 2016-2 are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2018. In July 2018, the FASB issued ASU No. 2018-10 and No. 2018-11, Leases (ASC 842). ASU 2018-10 provides narrow amendments that clarify how to apply certain aspects of the guidance in ASU 2016-02. ASU 2018-11 provides entities with an option of an additional transition method, by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if necessary. The Company elected the available practical expedients on adoption. In preparation for adoption of the standard, the Company implemented internal controls to enable the preparation of financial information. The standard will have a material impact on our consolidated balance sheets, but will not have a material impact on our consolidated statements of operations. The most significant impact will be the recognition of right of use assets and lease liabilities for operating leases, while our accounting for capital leases remains substantially unchanged. The Company has evaluated the effect of the impact of the adoption of this standard and has determined the adoption will result in the recognition of additional right of use assets and lease liabilities of approximately $360,000 for operating leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity use present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. In April 2019, the FASB further clarified the scope of the credit losses standard and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayment. The ASU will be effective for public entities in fiscal years beginning after December 15, 2019 (fiscal 2021 for the Company), including interim periods within those fiscal years. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its consolidated financial statements. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on its financial statements. The Company implemented this release as of April 1, 2019 and it did not have an effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “ |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table is the reconciliation of the recently adopted accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s unaudited condensed consolidated statements of cash flows: September 30, 2019 March 31, 2019 Cash and cash equivalents $ 1,895,389 $ 1,340,203 Restricted cash 459,234 16,934 Cash and cash equivalents and restricted cash $ 2,354,623 $ 1,357,137 | The following table is the reconciliation of the recently adopted new accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments as shown on the Company’s consolidated statement of cash flows: For The For The For The Cash and cash equivalents $ 1,340,203 $ 732,542 $ 1,201,654 Restricted cash 16,934 5,692 5,692 Cash and cash equivalents and restricted cash $ 1,357,137 $ 738,234 $ 1,207,346 |
Schedule of Useful Life of Assets | Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the assets as follows: Computers equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset | Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the assets as follows: Computers equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value of Assets and Liabilities | As of September 30, 2019 Level 1 Level 2 Level 3 Total Assets Marketable equity securities - Circassia Pharmaceuticals plc, see Note 9 $ 1,890,748 $ 1,890,748 Mutual funds: short-term fixed income 5,595,071 5,595,071 $ 7,485,819 $ - $ - $ 7,485,819 As of March 31, 2019 Level 1 Level 2 Level 3 Total Assets Marketable equity securities - Circassia Pharmaceuticals plc, see Note 9 $ 5,649,486 $ 5,649,486 Mutual funds: short-term fixed income 893,181 893,181 $ 6,452,667 $ - $ - $ 6,542,667 | As of March 31, 2019 Level 1 Level 2 Level 3 Total Assets Marketable securities - - - Circassia Pharmaceuticals plc (Note 9) $ - 5,649,486 5,649,486 Mutual funds 893,181 - - 893,181 $ 893,181 $ - $ 5,649,486 $ 6,542,667 As of March 31, 2018 Level 1 Level 2 Level 3 Total Assets Mutual funds $ 8,304,392 - - 8,304,392 As of March 31, 2018 Level 1 Level 2 Level 3 Total Liabilities Liabilities related to warrants $ - $ - $ 5,677,934 $ 5,677,934 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consist of the following as of September 30, 2019 and March 31, 2019, respectively: September 30, 2019 March 31, 2019 Clinical and medical equipment $ 357,795 $ 357,795 Computer equipment 50,476 42,782 Furniture and fixtures 51,506 41,464 Leasehold improvements 5,336 5,336 465,113 447,377 Accumulated depreciation and amortization (236,324 ) (202,505 ) $ 228,789 $ 244,872 | Property and equipment consist of the following as of March 31, 2019 and 2018, respectively: As of As of March 31, 2019 March 31, 2018 Clinical and medical equipment $ 357,795 $ 357,795 Computer equipment 42,782 28,727 Furniture and fixtures 41,464 1,889 Leasehold improvements 5,336 2,491 447,377 390,902 Accumulated depreciation and amortization (202,505 ) (137,718 ) $ 244,872 $ 253,184 |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Schedule of Option Activity | A summary of the Company’s options for the six months ended September 30, 2019, is as follows: Number Of Options Weighted Price - Options Weighted Aggregate Intrinsic Options outstanding as of April 1, 2019 2,375,812 $ 4.32 9.2 $ 523,820 Granted 30,000 4.92 - Exercised (38,222 ) 2.87 (81,051 ) Forfeited (25,643 ) 4.87 - Outstanding as of September 30, 2019 2,341,947 $ 4.52 8.7 $ 442,769 Exercisable as of September, 30, 2019 824,699 $ 4.37 7.9 $ 246,834 | A summary of the Company’s options for the year ended March 31, 2019 is as follows: Number Of Options Weighted Price - Options Weighted Aggregate Intrinsic Value Options outstanding as of April 1, 2018 510,904 $ 4.32 9.0 $ 625,626 Granted 1,919,000 4.54 237,463 Exercised (20,759 ) 0.42 (90,033 ) Forfeited (33,333 ) 4.25 - Outstanding as of March 31, 2019 2,375,812 $ 4.48 9.2 $ 773,056 Exercisable as of March 31, 2019 806,397 $ 4.33 8.0 $ 426,510 |
Schedule of Assumption of Black-Scholes Option Pricing Model | The following were utilized on the date of grant: Three Months September 30, 2019 Three Months September 30, 2018 Six Months September 30, 2019 Six Months September 30, 2018 Risk -free interest rate 1.4% - 2.3 % 2.5-3.1 % 1.4% -2.3 % 2.5-3.1 % Expected volatility 82.3- 83.4 % 80.7-81.2 % 82.3 – 83.4 % 80.7-81.2 % Dividend yield 0 % 0 0 % 0 % Expected terms (in years) 6.25 5-9.9 6.25 5-9.9 | March 31, 2019 March 31, 2018 December 31, 2017 Risk -free interest rate 2.5% - 3.2 % 2.4% - 2.6 % 2.1% - 3.5 % Expected volatility 80.7% - 84.5 % 84.5 % 75.0 % Dividend yield 0 % 0 % 0 % Expected terms (in years) 5-9-10 3.5-5.8 5.5-6.0 |
Schedule of Stock-based Compensation Expense | The following summarizes the components of stock-based compensation expense for the three and six three months ended September 30, 2019 and September 30, 2018, respectively Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Research and development $ 183,766 $ 26,766 $ 333,688 $ 96,193 General and administrative 739,231 815,244 1,508,346 825,817 Total stock-based compensation expense $ 922,997 $ 842,010 $ 1,842,034 $ 922,010 | Stock-based Compensation Year Ended Three Months Ended March 31, 2018 Year Ended December 31, 2017 Research and development $ 572,918 $ 49,875 $ 618,482 General and administrative 1,977,403 96,554 3,766,362 Total stock-based compensation expense $ 2,550,321 $ 146,429 $ 4,384,844 |
Summary of Company's Outstanding Warrants | A summary of the Company’s outstanding warrants as of September 30, 2019 are as follows: Warrant Holders Number Of Warrants Exercise Date Of January 2017 offering - investors 1,701,616 $ 4.25 January 2022 (a) January 2017 offering - investors 1,701,616 $ 4.25 February 2022 (a) March 2017 offering - investors 220,988 $ 4.25 March 2022 (a) March 2017 offering - placement agent 11,050 $ 4.25 March 2022 (a) February 2018 offering - investors 2,299,802 $ 4.25 February 2021 Pulmonox license agreement 208,333 $ 4.80 January 2024 Total 6,143,405 (a) These warrants have down round protection. | A summary of the Company’s outstanding warrants as of March 31, 2019 are as follows: Warrant Holders Number Of Warrants Exercise Date Of January 2017 offering - investors 1,701,616 $ 4.25 January 2022 (a) January 2017 offering - investors 1,701,616 $ 4.25 February 2022 (a) March 2017 offering - investors 220,988 $ 4.25 March 2021 (a) March 2017 offering - placement agent 11,050 $ 4.25 March 2021 (a) March 2018 offering - investors 2,299,802 $ 4.25 March 2022 Third-party license agreement 208,333 $ 4.80 January 2024 Total 6,143,405 (b) (a) These warrants have down round protection. (b) In August 2015, AIT entered into an Option Agreement (the “Option Agreement”) with a third party whereby AIT acquired the Option to purchase certain intellectual property assets and rights (the “Option”) on September 7, 2016 for $25,000. Upon exercise of the Option, we became obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are almost entirely sales related and are capped at a total of $87 million across three separate and distinct indications that fall under the agreement. AIT exercised the Option in January 2017 and paid an exercise price of $500,000. AIT issued to the third party a warrant (the “Third Party Warrant”) to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire the same number of shares of the Company’s common stock upon consummation of the merger. The shares exchange was at 1:1 ratio. The Company recorded stock-based compensation expense of $479,700 to research and development based upon the fair value using the Black-Scholes option pricing model. On May 10, 2018, the Company issued to the third-party additional warrants to purchase up to 29,763 shares of the Company at an exercise price of $4.80 per share for each share of common stock. The Company recorded stock-based compensation expense of $55,900 to research and development based upon the fair value using the Black-Scholes option pricing model. |
Current Assets and Prepaid Ex_2
Current Assets and Prepaid Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Current Assets And Prepaid Expenses | ||
Schedule of Current Assets and Prepaid Expenses | A summary of current assets and prepaid expenses as of September 30, 2019 and March 31, 2019 is as follows: September 30, 2019 March 31, 2019 Research and development $ 55,578 $ 324,063 Insurance 110,742 297,945 Other 247,713 166,401 $ 414,033 $ 788,409 | A summary of current assets and prepaid expenses as of March 31, 2019 and March 31, 2018 is as follows: As of March 31, 2019 As of Research and development $ 324,063 $ - Insurance 297,945 - Other 166,401 59,249 $ 788,409 $ 59,249 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Summary of Accrued Expenses | A summary of the accrued expenses as of September 30, 2019 and March 31, 2019 is as follows: September 30, 2019 March 31, 2019 Research and development $ 785,428 $ 103,320 Professional fees 767,000 1,030,127 Income taxes payable 154,300 154,300 Employee salaries and benefits 223,201 183,271 Other 138,316 96,620 Total $ 2,068,245 $ 1,567,638 | A summary of the accrued expenses as of March 31, 2019 and March 31, 2018 is as follows: As of March 31, 2019 As of Vendors – research and development $ 103,320 $ 497,577 Professional fees 780,127 492,250 Income taxes payable 154,300 154,300 Employee salaries and benefits 183,271 104,110 Other 62,084 9,525 Total $ 1,283,102 $ 1,257,762 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Common Share (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Schedule of Potential Anti-Dilutive Securities | The following potentially dilutive securities were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Six Months Ended September 30, 2019 2018 Common stock warrants 6,143,405 6,143,405 Common stock options 2,353,115 1,394,972 Restricted shares 335,000 - Total 8,831,520 7,538,377 | The following potentially dilutive securities were not included in the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Year Ended March 31, 2019 Three Months Ended March 31, 2018 Year Ended Common stock warrants 6,143,405 6,089,259 3,843,603 Common stock options 2,375,812 510,904 548,183 Restricted shares 340,000 - - Total 8,859,217 6,660,163 4,391,786 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Profit (Loss) Before Taxes | The components of net (loss) before the provision for income taxes are as follows: For the Year Ended For the Three Months For the Year Ended Domestic $ (4,475,659 ) $ 2,935,850 $ (7,469,198 ) Foreign (2,082,791 ) (1,888,163 ) (10,575,148 ) Total $ (6,558,450 ) $ 1,047,687 $ (18,044,346 ) |
Schedule of Deferred Tax Asset/Liability | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: As of March 31, 2019 As of March 31, 2018 Net operating loss carry forward $ 4,201,000 $ 2,909,000 Research and development tax credits 243,000 Other 120,000 Reserves and allowances - foreign 6,000 10,000 Stock-based compensation 608,000 Unrealized loss on available for sale investment 966,000 Research and development - foreign 550,000 762,000 Net deferred tax 6,694,000 3,681,000 Valuation allowance (6,694,000 ) (3,681,000 ) Net deferred tax asset $ - $ - |
Schedule of Statutory US Federal Effective Tax Rate | A reconciliation of the statutory U.S. Federal rate to the Company’s effective tax rate is as follows for the year ended March 31, 2019. Federal income tax at statutory rate (21.00 )% State income tax, net of federal benefit (6.62 ) Permanent items 0.00 Change in valuation allowance 36.10 Research and development tax credits (3.71 ) Other (4.77 ) Effective income tax expense rate 0 % |
Schedule of Unrecognized Tax Benefits Related To Uncertain Tax Positions | A reconciliation of the of unrecognized tax benefits related to uncertain tax positions for the year ended March 31, 2019, three months ended March 31, 2018 and for the year ended December 31, 2017 is as follows: Year ended March 31,2019 Three Months Ended Year ended December 31, 2017 Balance at beginning of period $ 154,300 $ 154,300 $ 154,300 Additions for current year’s tax position - - - Balance at the end of period $ 154,300 $ 154,300 $ 154,300 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Lease Other Information | The Company elected the practical expedient option and as such these lease payments are expensed as incurred. Other Information For The Six Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Cash paid $ 40,799 Right-of-use assets obtained in exchange for new operating lease liabilities: - Weighted-average remaining lease term — operating leases 3.5 years Weighted-average discount rate — operating leases 8.3 % | |
Schedule of Maturity of Lease Liabilities | Maturity of Lease Liabilities Six months ended September 30, Operating Leases Remainder of 2020 $ 65,092 2021 58,741 2022 64,826 2023 64,693 2024 15,868 Total lease payments 269,220 Less: interest (35,123 ) Present value of lease liabilities $ 234,097 | |
Schedule of Future Minimum Commitments | Future minimum commitments for each of the fiscal years ending March 31, are as follows: Year Ended Operating 2020 $ 129,100 2021 90,100 2022 65,400 2023 64,700 2024 16,300 Total $ 365,600 |
Transition Period Comparative_2
Transition Period Comparative Data (Tables) | 12 Months Ended |
Mar. 31, 2019 | |
Transition Period Comparative Data | |
Schedule of Transition Period Comparative Data | STATEMENTS OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Year Ended Three Months Ended Operating expenses: Research and development expenses $ (4,636,287 ) $ (1,438,704 ) General and administrative expenses (5,306,884 ) (2,127,813 ) Operating loss (9,943,171 ) (3,566,517 ) Other Income (Loss) Change in fair value of warrant liabilities (794,093 ) (1,123,814 ) Amortization of beneficial conversion feature and debt issuance costs related to convertible debt - (1,031,360 ) Amortization of debt issuance costs (14,273 ) Issuance of additional warrants granted to investors (17,899 ) Imputed interest expense respect to convertible notes (14,878 ) Imputed interest income (expense) with respect to loans from related parties and others and loan from bank 3,495 (13,286 ) Issuance costs related to warrants granted (457,366 ) Foreign exchange gain (loss) 21,524 (38,064 ) Other expense (3,610 ) (2,779 ) Total other income (loss) (772,684 ) (2,713,719 ) Net loss and other comprehensive loss $ (10,715,855 ) $ (6,280,236 ) Net basic and diluted loss per share of common stock $ (1.68 ) $ (1.12 ) Weighted average number of shares used in computing net basic loss per share of common stock 6,391,218 5,617,762 STATEMENTS OF CONSOLIDATED CASHFLOWS (UNAUDITED) Year Ended Three Months Ended March 31, 2017 Cash flows from operating activities Net loss $ (10,715,855 ) $ (6,280,236 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 46,535 6,205 Stock-based compensation 574,395 1,877,442 Adoption of ASU 2016-01 (2,986 ) Changes in fair value of warrant liabilities 793,956 1,123,814 Amortization of beneficial conversion feature and debt issuance costs related to coverable notes - 1,045,633 Issuance costs related to warrant liability - 457,366 Issuance of common stock to finder upon the conversion of convertible notes - 18,545 Imputed interest on convertible notes, loans from related parties and others 3,721 30,164 Change in: Other current assets and prepaid expenses 117,163 (101,677 ) Accounts payables 293,768 20,079 Accrued expenses 196,853 (409,728 ) Net cash used in operating activities (8,692,450 ) (2,212,393 ) Cash flows from investing activities Investment in available for sale marketable securities (8,304,392 ) - Purchase price paid upon reverse merger - (294,862 ) Purchase of property and equipment (219,595 ) (25,206 ) Net cash used in investing activities (8,523,987 ) (320,068 ) Cash flows from financing activities Proceeds from issuance of units consisting of common stock and warrants, net of issuance costs 10,813,767 9,889,035 Proceeds from loans from related parties and others - 56,957 Maturity of loans and interest from related parties and others - (241,000 ) Purchase of treasury stock - (25,000 ) Repayment of bank loans - (13,828 ) Net cash provided by financing activities 10,813,767 9,666,164 (Decrease) increase in cash, cash equivalents and restricted cash (6,402,670 ) 7,133,103 Cash, cash equivalents and restricted cash at beginning of period 7,140,904 7,201 Cash, cash equivalents and restricted cash at end of period $ 738,234 $ 7,140,904 Supplemental disclosure of non-cash investing activities: Conversion of convertible notes to common stock $ - $ 3,995,000 Issuance of convertible notes to common stock $ 250,000 $ - |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Jun. 03, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 02, 2019 |
Cash used in operating activities | $ (1,749,536) | $ (2,212,393) | $ (5,633,362) | $ (4,107,031) | $ 1,341,052 | $ (8,692,450) | $ (7,118,337) | ||
Accumulated losses | (30,569,764) | (47,923,133) | (37,644,572) | (30,569,764) | |||||
Cash equivalents and marketable securities | 9,400,000 | 7,899,804 | |||||||
Proceeds from issuance of common stock | 1,981,994 | $ (18,500) | 799,185 | ||||||
Sale of equity securities | $ 100,000,000 | ||||||||
Cash purchase price | $ 294,862 | $ 294,862 | |||||||
Stock Purchase Agreement [Member] | |||||||||
Proceeds from issuance of common stock | $ 7,839,494 | 20,000,000 | |||||||
Cash purchase price | 20,000,000 | ||||||||
Stock Purchase Agreement [Member] | LPC [Member] | |||||||||
Proceeds from issuance of common stock | 20,000,000 | ||||||||
Cash purchase price | $ 20,000,000 | ||||||||
Closing date of issuance of common stock | 2021-08 | ||||||||
Circassia Pharmaceuticals PLC [Member] | |||||||||
Marketable securities | $ 1,900,000 | $ 5,600,000 |
Organization and Business (De_2
Organization and Business (Details Narrative) (10-K) - USD ($) | Jun. 03, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash provided from operating cash flows | $ (1,749,536) | $ (2,212,393) | $ (5,633,362) | $ (4,107,031) | $ 1,341,052 | $ (8,692,450) | $ (7,118,337) | ||
Accumulated losses | $ (37,644,572) | (30,569,764) | (47,923,133) | (37,644,572) | (30,569,764) | ||||
Cash equivalents and marketable securities | $ 7,899,804 | 9,400,000 | 7,899,804 | ||||||
Proceeds from issuance of common stock | 1,981,994 | $ (18,500) | 799,185 | ||||||
Cash purchase price | $ 294,862 | $ 294,862 | |||||||
Shares issued price per share | $ 6.90 | ||||||||
Stock Purchase Agreement [Member] | |||||||||
Proceeds from issuance of common stock | $ 7,839,494 | 20,000,000 | |||||||
Cash purchase price | 20,000,000 | ||||||||
Shares issued price per share | $ 5.15 | ||||||||
June 3, 2019 [Member] | Stock Purchase Agreement [Member] | |||||||||
Issuance of unregistered common stock shares | 1,583,743 | ||||||||
Proceeds from issuance of common stock | $ 7,960,635 | ||||||||
Circassia Pharmaceuticals PLC [Member] | |||||||||
Marketable securities | $ 5,600,000 | $ 1,900,000 | 5,600,000 | ||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||
Proceeds from issuance of common stock | 1,173,810 | ||||||||
Cash purchase price | $ 17,482,005 | ||||||||
Number of stock issued and sold | 250,000 | ||||||||
Shares issued price per share | $ 4.70 | $ 4.70 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019USD ($)Number | Mar. 31, 2019USD ($) | Apr. 02, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Cash designated for contract included in restricted cash | $ 442,000 | |||||
Restricted cash | $ 17,234 | $ 16,934 | ||||
Number of operating segment | Number | 1 | |||||
Accrued expenses related to uncertain tax positions | $ 154,300 | 154,300 | $ 154,300 | $ 154,300 | $ 154,300 | |
Intangible assets milestone payments | $ 1,800,000 | 1,800,000 | ||||
Intangible asset useful life | 13 years | |||||
Operating lease liabilities | $ 234,097 | |||||
Operating lease right-of-use assets | $ 169,760 | |||||
Weighted average discount rate | 8.30% | |||||
Weighted average remaining term | 3 years 6 months | |||||
ASU 842 [Member] | ||||||
Operating lease liabilities | $ 266,600 | |||||
Operating lease right-of-use assets | $ 258,600 | |||||
Weighted average discount rate | 8.30% | |||||
Weighted average remaining term | 3 years 8 months 12 days |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | Apr. 02, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Reversed prior period expenses of intangible assets | $ 200,000 | |||||
Intangible assets milestone payments | $ 1,800,000 | 1,800,000 | ||||
Accrued expenses related to uncertain tax positions | $ 154,300 | 154,300 | $ 154,300 | $ 154,300 | $ 154,300 | |
Increase in addtional paid in capital | $ 5,677,934 | |||||
Decrease in accumulated deficit | $ 516,358 | |||||
Additional Paid-in Capital [Member] | ||||||
Increase in addtional paid in capital | $ 6,194,292 | |||||
ASU No. 2016-01 [Member] | ||||||
Adoption of accounting standards update for expense | 3,498,833 | |||||
ASU No. 2016-02 [Member] | ||||||
Operating lease asset and liability in excess | $ 360,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 1,895,389 | $ 1,340,203 | $ 732,542 | $ 1,201,654 | ||
Restricted cash | 459,234 | 16,934 | 5,692 | 5,692 | ||
Cash and cash equivalents and restricted cash | $ 2,354,623 | $ 1,357,137 | $ 738,234 | $ 1,207,346 | $ 7,140,904 | $ 7,201 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) (10-K) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 1,895,389 | $ 1,340,203 | $ 732,542 | $ 1,201,654 | ||
Restricted cash | 459,234 | 16,934 | 5,692 | 5,692 | ||
Cash and cash equivalents and restricted cash | $ 2,354,623 | $ 1,357,137 | $ 738,234 | $ 1,207,346 | $ 7,140,904 | $ 7,201 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Useful Life of Assets (Details) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Computer Equipment [Member] | ||
Estimated useful life of assets | 3 years | 3 years |
Furniture and Fixtures [Member] | ||
Estimated useful life of assets | 7 years | 7 years |
Clinical and Medical Equipment [Member] | ||
Estimated useful life of assets | 15 years | 15 years |
Leasehold Improvements [Member] | ||
Estimated useful life of assets, description | Shorter of term of lease or estimated useful life of the asset | Shorter of term of lease or estimated useful life of the asset |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Useful Life of Assets (Details) (10-K) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Computer Equipment [Member] | ||
Estimated useful life of assets | 3 years | 3 years |
Furniture and Fixtures [Member] | ||
Estimated useful life of assets | 7 years | 7 years |
Clinical and Medical Equipment [Member] | ||
Estimated useful life of assets | 15 years | 15 years |
Leasehold Improvements [Member] | ||
Estimated useful life of assets, description | Shorter of term of lease or estimated useful life of the asset | Shorter of term of lease or estimated useful life of the asset |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||||||
Realized and unrealized gain (loss) from marketable securities | $ 142,806 | $ 2,805 | $ (2,164,513) | $ 8,208 | $ (3,581,193) | ||
Unrealized net losses recognized on marketable equity securities held | $ 76,347 | $ (2,087,378) |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details Narrative) (10-K) - USD ($) | Apr. 02, 2018 | Mar. 31, 2019 |
Increase in additional paid in capital | $ 5,677,934 | |
Decrease in accumulated deficit | $ 516,358 | |
Additional Paid-in Capital [Member] | ||
Increase in additional paid in capital | $ 6,194,292 | |
Measurement Input, Discount Rate [Member] | ||
Percentage of investment discount taken market value | 4.76% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Total marketable equity securities | $ 7,485,819 | $ 6,542,667 | $ 8,304,392 |
Assets | 6,542,667 | ||
Liabilities related to warrants | 5,677,934 | ||
Circassia Pharmaceuticals PLC [Member] | |||
Total marketable equity securities | 1,890,748 | 5,649,486 | |
Mutual Funds [Member] | |||
Total marketable equity securities | 5,595,071 | 893,181 | 8,304,392 |
Fair Value, Inputs, Level 1 [Member] | |||
Total marketable equity securities | 7,485,819 | 6,452,667 | |
Assets | 893,181 | ||
Liabilities related to warrants | |||
Fair Value, Inputs, Level 1 [Member] | Circassia Pharmaceuticals PLC [Member] | |||
Total marketable equity securities | 1,890,748 | ||
Fair Value, Inputs, Level 1 [Member] | Mutual Funds [Member] | |||
Total marketable equity securities | 5,595,071 | 893,181 | 8,304,392 |
Fair Value, Inputs, Level 2 [Member] | |||
Total marketable equity securities | |||
Assets | |||
Liabilities related to warrants | |||
Fair Value, Inputs, Level 2 [Member] | Circassia Pharmaceuticals PLC [Member] | |||
Total marketable equity securities | |||
Fair Value, Inputs, Level 2 [Member] | Mutual Funds [Member] | |||
Total marketable equity securities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Total marketable equity securities | |||
Assets | 5,649,486 | ||
Liabilities related to warrants | 5,677,934 | ||
Fair Value, Inputs, Level 3 [Member] | Circassia Pharmaceuticals PLC [Member] | |||
Total marketable equity securities | 5,649,486 | ||
Fair Value, Inputs, Level 3 [Member] | Mutual Funds [Member] | |||
Total marketable equity securities |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||||||
Depreciation and amortization expense | $ 15,917 | $ 33,819 | $ 14,603 | $ 16,775 | $ 30,591 | $ 64,787 | $ 38,137 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||||||
Depreciation and amortization expense | $ 15,917 | $ 33,819 | $ 14,603 | $ 16,775 | $ 30,591 | $ 64,787 | $ 38,137 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Property and equipment, gross | $ 465,113 | $ 447,377 | $ 390,902 |
Accumulated depreciation and amortization | (236,324) | (202,505) | (137,718) |
Property and equipment, net | 228,789 | 244,872 | 253,184 |
Clinical and Medical Equipment [Member] | |||
Property and equipment, gross | 357,795 | 357,795 | 357,795 |
Computer Equipment [Member] | |||
Property and equipment, gross | 50,476 | 42,782 | 28,727 |
Furniture and Fixtures [Member] | |||
Property and equipment, gross | 51,506 | 41,464 | 1,889 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 5,336 | $ 5,336 | $ 2,491 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Property and equipment, gross | $ 465,113 | $ 447,377 | $ 390,902 |
Accumulated depreciation and amortization | (236,324) | (202,505) | (137,718) |
Property and equipment, net | 228,789 | 244,872 | 253,184 |
Clinical and Medical Equipment [Member] | |||
Property and equipment, gross | 357,795 | 357,795 | 357,795 |
Computer Equipment [Member] | |||
Property and equipment, gross | 50,476 | 42,782 | 28,727 |
Furniture and Fixtures [Member] | |||
Property and equipment, gross | 51,506 | 41,464 | 1,889 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 5,336 | $ 5,336 | $ 2,491 |
Shareholder's Equity (Details N
Shareholder's Equity (Details Narrative) - USD ($) | Jun. 03, 2019 | Feb. 13, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Dec. 26, 2018 | Aug. 02, 2018 | Jan. 13, 2017 | Dec. 31, 2018 | Aug. 31, 2018 | Feb. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | Jul. 02, 2019 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 1,981,994 | $ (18,500) | $ 799,185 | ||||||||||||||||
Sale of stock | 410,000 | ||||||||||||||||||
Average price per shares | $ 4.83 | $ 4.83 | |||||||||||||||||
Sale of equity securities | $ 100,000,000 | ||||||||||||||||||
Shares issued price per share | $ 6.90 | ||||||||||||||||||
Stock-based compensation | $ 59,507 | $ 922,997 | $ 842,010 | 146,429 | $ 1,842,034 | 922,010 | 2,550,321 | $ 4,384,844 | |||||||||||
Stock to be issued to a vendor | $ 138,000 | $ 138,000 | 144,000 | ||||||||||||||||
Unrecognized stock based compensation expense | $ 4,299,400 | ||||||||||||||||||
Weighted average remaining service period | 8 years 8 months 12 days | 1 year 9 months 18 days | |||||||||||||||||
Weighted average fair value of options granted | $ 1.88 | $ 4.92 | $ 3.11 | $ 1.66 | |||||||||||||||
2013 Incentive Option Plan [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Number of common stock issued | 3,100,000 | 3,100,000 | 1,500,000 | ||||||||||||||||
Options vesting terms, description | Expire up to ten years after the grant date | Expire up to ten years after the grant date | |||||||||||||||||
Additional shares authorized | 1,000,000 | 600,000 | 1,033,324 | ||||||||||||||||
Restricted Shares [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation | |||||||||||||||||||
Unvested Stock Options [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Common stock, shares available for future issuance | 288,707 | 288,707 | |||||||||||||||||
Unrecognized stock based compensation expense | $ 2,570,361 | $ 2,570,361 | |||||||||||||||||
Weighted average remaining service period | 1 year 8 months 12 days | ||||||||||||||||||
Weighted average fair value of options granted | $ 3.49 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Payment of warrants exercise | |||||||||||||||||||
Vendor [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Common stock shares issued services | 30,000 | ||||||||||||||||||
Stock based compensation of shares issued | $ 144,000 | ||||||||||||||||||
Price per shares | $ 4.80 | ||||||||||||||||||
Stock-based compensation | 28,500 | 6,000 | |||||||||||||||||
Board of Directors, Officers, Employees and Consultants [Member] | Restricted Shares [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Number of restricted shares issued | 36,000 | 304,000 | |||||||||||||||||
Options vesting terms | 5 years | 5 years | |||||||||||||||||
Director [Member] | Restricted Shares [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Stock-based compensation | $ 147,719 | $ 219,269 | $ 348,279 | ||||||||||||||||
Number of restricted shares issued | 36,000 | 492,624 | 304,000 | ||||||||||||||||
Options vesting terms | 5 years | 5 years | |||||||||||||||||
Restricted stock was forfeited | 5,000 | 5,000 | |||||||||||||||||
Maximum [Member] | 2013 Incentive Option Plan [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Options vesting terms | 4 years | 4 years | |||||||||||||||||
Minimum [Member] | 2013 Incentive Option Plan [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Options vesting terms | 2 years | 2 years | |||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 1,173,810 | ||||||||||||||||||
Number of common stock issued | 250,000 | ||||||||||||||||||
Shares issued price per share | $ 4.70 | ||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Purchase shares of common stock | $ 30,000 | ||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Minimum [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Purchase shares of common stock | 10,000 | ||||||||||||||||||
Lincoln Park Corporation LLC [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 500,000 | ||||||||||||||||||
Number of common stock issued | 100,000 | ||||||||||||||||||
Shares issued price per share | $ 5 | ||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Purchase shares of common stock | $ 16,673,821 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 7,839,494 | $ 20,000,000 | |||||||||||||||||
Number of unregistered shares of common stock | 1,583,743 | ||||||||||||||||||
Shares issued price per share | $ 5.15 | ||||||||||||||||||
Stock Purchase Agreement [Member] | CEO [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 300,000 | ||||||||||||||||||
Number of common stock issued | 58,253 | ||||||||||||||||||
Stock Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Purchase shares of common stock | $ 20,000,000 | ||||||||||||||||||
Stock issuance period, term | 3 years | ||||||||||||||||||
Stock Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Purchase shares of common stock | $ 20,000,000 | ||||||||||||||||||
Stock purchase commitment amount | $ 750,000 |
Shareholder's Equity (Details_2
Shareholder's Equity (Details Narrative) (10-K) - USD ($) | Feb. 13, 2019 | Jan. 02, 2019 | Dec. 26, 2018 | Aug. 10, 2018 | Aug. 10, 2018 | Aug. 02, 2018 | May 10, 2018 | Feb. 16, 2018 | Jan. 13, 2017 | Sep. 07, 2016 | Dec. 31, 2018 | Feb. 28, 2018 | Jul. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2015 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.80 | $ 4.25 | ||||||||||||||||||||||||||||||
Aggregate consideration | $ 663,000 | |||||||||||||||||||||||||||||||
Common stock shares issued | 10,746,780 | 8,397,056 | 10,746,780 | 8,714,815 | 8,714,815 | 8,397,056 | ||||||||||||||||||||||||||
Warrants to purchase of common stock | 29,763 | |||||||||||||||||||||||||||||||
Warrant outstanding | 110,494 | 6,143,405 | 110,494 | 6,143,405 | 6,143,405 | [1] | 6,143,405 | [1] | ||||||||||||||||||||||||
Direct and increment cost | $ 199,000 | |||||||||||||||||||||||||||||||
Common stock , par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Stock-based compensation | $ 59,507 | $ 922,997 | $ 842,010 | $ 146,429 | $ 1,842,034 | $ 922,010 | $ 2,550,321 | $ 4,384,844 | ||||||||||||||||||||||||
Cash purchase price | $ 294,862 | 294,862 | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | 1,981,994 | (18,500) | 799,185 | |||||||||||||||||||||||||||||
Shares issued price per share | $ 6.90 | $ 6.90 | ||||||||||||||||||||||||||||||
General and administrative expenses | $ 2,064,872 | $ 1,765,489 | $ 803,069 | $ 2,127,813 | $ 4,247,430 | $ 2,458,494 | $ 6,852,988 | $ 5,306,884 | $ 6,629,344 | |||||||||||||||||||||||
Common stock reserved for issuance | 310,525 | 310,525 | ||||||||||||||||||||||||||||||
Unrecognized stock based compensation expense | $ 4,299,400 | $ 4,299,400 | ||||||||||||||||||||||||||||||
Weighted average remaining service period | 8 years 8 months 12 days | 1 year 9 months 18 days | ||||||||||||||||||||||||||||||
Weighted average fair value of options granted | $ 1.88 | $ 4.92 | $ 3.11 | $ 1.66 | ||||||||||||||||||||||||||||
Stock option granted | 30,000 | |||||||||||||||||||||||||||||||
Stock options exercised | 38,222 | |||||||||||||||||||||||||||||||
Warrants expiration date | Jan. 31, 2024 | |||||||||||||||||||||||||||||||
2013 Incentive Option Plan [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Number of common stock issued | 3,100,000 | 3,100,000 | 1,500,000 | |||||||||||||||||||||||||||||
Options vesting terms, description | Expire up to ten years after the grant date | Expire up to ten years after the grant date | ||||||||||||||||||||||||||||||
Additional shares authorized | 1,000,000 | 600,000 | 1,033,324 | |||||||||||||||||||||||||||||
Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Weighted average remaining service period | 2 years 3 months 19 days | |||||||||||||||||||||||||||||||
Restricted Shares [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation | ||||||||||||||||||||||||||||||||
Cancellation of restricted stock in stock-based compensation expense | 844,000 | |||||||||||||||||||||||||||||||
General and administrative expenses | $ 1,961,000 | |||||||||||||||||||||||||||||||
Stock option granted | 340,000 | |||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrants expiration date | Jan. 31, 2024 | Jan. 31, 2024 | ||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Cash purchase price | $ 20,000,000 | |||||||||||||||||||||||||||||||
Purchase price description | The Company may direct LPC, at its sole discretion, and subject to certain conditions, to purchase up to 10,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that LPC cannot make any single purchase that exceeds $750,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Stock Purchase Agreement. | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.43 | $ 4.43 | ||||||||||||||||||||||||||||||
Purchase Agreement [Member] | March 31, 2019, through June 18, 2019 [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Number of common stock issued | 250,000 | |||||||||||||||||||||||||||||||
Net proceeds from issuance of offering | $ 1,173,810 | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.70 | $ 4.70 | ||||||||||||||||||||||||||||||
Common stock remaining balance | $ 17,482,005 | |||||||||||||||||||||||||||||||
Option Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.80 | |||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 178,570 | |||||||||||||||||||||||||||||||
Acquisition cost to purchase intellectual property | $ 25,000 | |||||||||||||||||||||||||||||||
Option Agreement [Member] | Research and Development Expense [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation | $ 479,700 | |||||||||||||||||||||||||||||||
Milestone method, revenue of sales | $ 87,000,000 | |||||||||||||||||||||||||||||||
Stock options exercised | 500,000 | |||||||||||||||||||||||||||||||
Shares exchange ratio | The shares exchange was at 1:1 ratio. | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 4,599,604 | |||||||||||||||||||||||||||||||
Common stock , par value | $ 0.0001 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of common stock | 1,390,595 | 1,397,098 | ||||||||||||||||||||||||||||||
Conversion of common stock value | $ 3,955,140 | $ 3,342,000 | ||||||||||||||||||||||||||||||
Notes reivable from related parties | $ 892,000 | |||||||||||||||||||||||||||||||
Number of common stock issued | 6,473 | 160,000 | 250,000 | 117,000 | 297,000 | |||||||||||||||||||||||||||
Finders fees | 18,000 | |||||||||||||||||||||||||||||||
Stock options exercised | 6,100 | 32,122 | 9,601 | 20,759 | ||||||||||||||||||||||||||||
Tranche A Warrants [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.25 | |||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 2,299,802 | |||||||||||||||||||||||||||||||
Net proceeds from issuance of offering | $ 9,820,000 | |||||||||||||||||||||||||||||||
Tranche B Warrants [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.25 | |||||||||||||||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Direct and increment cost | $ 15,000 | |||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.25 | |||||||||||||||||||||||||||||||
LPC [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 10,000 | 10,000 | ||||||||||||||||||||||||||||||
Number of common stock issued | 297,000 | |||||||||||||||||||||||||||||||
Net proceeds from issuance of offering | $ 1,344,185 | $ 799,185 | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 20,000,000 | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 4.53 | $ 4.53 | ||||||||||||||||||||||||||||||
Offering expenses | $ 545,000 | |||||||||||||||||||||||||||||||
Vendor [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation | $ 28,500 | $ 6,000 | ||||||||||||||||||||||||||||||
Common stock shares isued services | 30,000 | |||||||||||||||||||||||||||||||
Stock based compensation of shares issued | $ 144,000 | |||||||||||||||||||||||||||||||
Price per shares | $ 4.80 | $ 4.80 | ||||||||||||||||||||||||||||||
Director [Member] | Restricted Shares [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation | $ 147,719 | $ 219,269 | $ 348,279 | |||||||||||||||||||||||||||||
Number of restricted shares issued | 36,000 | 492,624 | 304,000 | |||||||||||||||||||||||||||||
Restricted stock units vested | 246,312 | |||||||||||||||||||||||||||||||
Cancellation of restricted stock in stock-based compensation expense | 246,312 | |||||||||||||||||||||||||||||||
Options vesting terms | 5 years | 5 years | ||||||||||||||||||||||||||||||
Officers [Member] | Restricted Shares [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation | $ 147,719 | |||||||||||||||||||||||||||||||
Stock option granted | 133,000 | |||||||||||||||||||||||||||||||
Third Party [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.80 | $ 4.80 | ||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 29,763 | 178,570 | ||||||||||||||||||||||||||||||
Stock-based compensation | $ 55,900 | |||||||||||||||||||||||||||||||
Minimum [Member] | 2013 Incentive Option Plan [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Options vesting terms | 2 years | 2 years | ||||||||||||||||||||||||||||||
Minimum [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Cash purchase price | $ 750,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | 2013 Incentive Option Plan [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Options vesting terms | 4 years | 4 years | ||||||||||||||||||||||||||||||
Securities Purchase and Registration Rights Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 6.90 | |||||||||||||||||||||||||||||||
Warrants expiration | 5 years | |||||||||||||||||||||||||||||||
Common stock shares issued | 1,701,616 | |||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 3,403,232 | |||||||||||||||||||||||||||||||
Proceeds from warrant exercise | 15,000,000 | |||||||||||||||||||||||||||||||
Finance expenses | $ 2,434,000 | |||||||||||||||||||||||||||||||
Securities Purchase and Registration Rights Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase of common stock | 1,701,616 | |||||||||||||||||||||||||||||||
Securities Purchase and Registration Rights Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ 10,000,000 | |||||||||||||||||||||||||||||||
Securities Purchase and Registration Rights Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ 25,000,000 | |||||||||||||||||||||||||||||||
Equity Unit Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||
Warrant description | Each purchased unit (each a "Unit") comprised one common stock, and two warrant to purchase one share of common stock per warrant. The exercise price for each warrant is $6.90 per share and are eligible to be exercised on a cashless basis in the sole discretion of the holder. | |||||||||||||||||||||||||||||||
Aggregate consideration | $ 15,000,000 | |||||||||||||||||||||||||||||||
Warrant liabilities | $ 3,760,000 | |||||||||||||||||||||||||||||||
Fair value of warrant liabilities | $ 2,978,000 | |||||||||||||||||||||||||||||||
[1] | In August 2015, AIT entered into an Option Agreement (the "Option Agreement") with a third party whereby AIT acquired the Option to purchase certain intellectual property assets and rights (the "Option") on September 7, 2016 for $25,000. Upon exercise of the Option, we became obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are almost entirely sales related and are capped at a total of $87 million across three separate and distinct indications that fall under the agreement. AIT exercised the Option in January 2017 and paid an exercise price of $500,000. AIT issued to the third party a warrant (the "Third Party Warrant") to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire the same number of shares of the Company's common stock upon consummation of the merger. The shares exchange was at 1:1 ratio. The Company recorded stock-based compensation expense of $479,700 to research and development based upon the fair value using the Black-Scholes option pricing model. On May 10, 2018, the Company issued to the third-party additional warrants to purchase up to 29,763 shares of the Company at an exercise price of $4.80 per share for each share of common stock. The Company recorded stock-based compensation expense of $55,900 to research and development based upon the fair value using the Black-Scholes option pricing model. |
Shareholder's Equity - Schedule
Shareholder's Equity - Schedule of Option Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2017 | |
Equity [Abstract] | ||||
Number of options outstanding at beginning of period | 2,375,812 | |||
Number of options, granted | 30,000 | |||
Number of options, exercised | (38,222) | |||
Number of options, forfeited | (25,643) | |||
Number of options outstanding at end of period | 2,341,947 | 2,375,812 | ||
Number of options exercisable | 824,699 | |||
Weighted average exercise price - options outstanding at beginning of period | $ 4.32 | |||
Weighted average exercise price - options, granted | $ 1.88 | 4.92 | $ 3.11 | $ 1.66 |
Weighted average exercise price - options, exercised | 2.87 | |||
Weighted average exercise price - options, forfeited | 4.87 | |||
Weighted average exercise price - options, outstanding at end of period | 4.52 | $ 4.32 | ||
Weighted average exercise price exercisable | $ 4.37 | |||
Weighted average remaining contractual life - options outstanding at beginning of period | 9 years 2 months 12 days | |||
Weighted average remaining contractual life - options outstanding at ending of period | 8 years 8 months 12 days | 1 year 9 months 18 days | ||
Weighted average remaining contractual life - options exercisable | 7 years 10 months 25 days | |||
Aggregate intrinsic value at beginning of period | $ 523,820 | |||
Aggregate intrinsic value, Exercised | (81,051) | |||
Aggregate intrinsic value at end of period | 442,769 | $ 523,820 | ||
Aggregate intrinsic value exercisable | $ 246,834 |
Shareholder's Equity - Schedu_2
Shareholder's Equity - Schedule of Option Activity (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2017 | |
Number of options outstanding at beginning of period | 2,375,812 | |||
Number of options, granted | 30,000 | |||
Number of options, exercised | (38,222) | |||
Number of options, forfeited | (25,643) | |||
Number of options outstanding at end of period | 2,341,947 | 2,375,812 | ||
Number of options exercisable | 824,699 | |||
Weighted average exercise price - options outstanding at beginning of period | $ 4.32 | |||
Weighted average exercise price - options, granted | $ 1.88 | 4.92 | $ 3.11 | $ 1.66 |
Weighted average exercise price - options, exercised | 2.87 | |||
Weighted average exercise price - options, forfeited | 4.87 | |||
Weighted average exercise price - options, outstanding at end of period | 4.52 | $ 4.32 | ||
Weighted average exercise price exercisable | $ 4.37 | |||
Weighted average remaining contractual life - options outstanding at beginning of period | 9 years 2 months 12 days | |||
Weighted average remaining contractual life - options outstanding at ending of period | 8 years 8 months 12 days | 1 year 9 months 18 days | ||
Weighted average remaining contractual life - options exercisable | 7 years 10 months 25 days | |||
Aggregate intrinsic value at beginning of period | $ 523,820 | |||
Aggregate intrinsic value, Exercised | (81,051) | |||
Aggregate intrinsic value at end of period | 442,769 | $ 523,820 | ||
Aggregate intrinsic value exercisable | $ 246,834 | |||
Employees and Directors [Member] | ||||
Number of options outstanding at beginning of period | 2,375,812 | 510,904 | ||
Number of options, granted | 1,919,000 | |||
Number of options, exercised | (20,759) | |||
Number of options, forfeited | (33,333) | |||
Number of options outstanding at end of period | 510,904 | 2,375,812 | ||
Number of options exercisable | 806,397 | |||
Weighted average exercise price - options outstanding at beginning of period | $ 4.48 | $ 4.32 | ||
Weighted average exercise price - options, granted | 4.54 | |||
Weighted average exercise price - options, exercised | 0.42 | |||
Weighted average exercise price - options, forfeited | 4.25 | |||
Weighted average exercise price - options, outstanding at end of period | $ 4.32 | 4.48 | ||
Weighted average exercise price exercisable | $ 4.33 | |||
Weighted average remaining contractual life - options outstanding at beginning of period | 9 years | |||
Weighted average remaining contractual life - options outstanding at ending of period | 9 years 2 months 12 days | |||
Weighted average remaining contractual life - options exercisable | 8 years | |||
Aggregate intrinsic value at beginning of period | $ 773,056 | $ 625,626 | ||
Aggregate intrinsic value, Granted | 237,463 | |||
Aggregate intrinsic value, Exercised | (90,033) | |||
Aggregate intrinsic value at end of period | $ 625,626 | 773,056 | ||
Aggregate intrinsic value exercisable | $ 426,510 | |||
Employees and Directors [Member] | Restricted Shares [Member] | ||||
Number of options outstanding at beginning of period | 340,000 | |||
Number of options, granted | 340,000 | |||
Number of options, exercised | ||||
Number of options, forfeited | ||||
Number of options outstanding at end of period | 340,000 | |||
Number of options exercisable | ||||
Weighted average exercise price - options outstanding at beginning of period | $ 4.62 | |||
Weighted average exercise price - options, granted | 4.62 | |||
Weighted average exercise price - options, exercised | ||||
Weighted average exercise price - options, forfeited | ||||
Weighted average exercise price - options, outstanding at end of period | 4.62 | |||
Weighted average exercise price exercisable | ||||
Weighted average remaining contractual life - options outstanding at beginning of period | 4 years 9 months 18 days | |||
Weighted average remaining contractual life - options outstanding at ending of period | 4 years 9 months 18 days | |||
Weighted average remaining contractual life - options exercisable | 0 years |
Shareholder's Equity - Schedu_3
Shareholder's Equity - Schedule of Assumption of Black-Scholes Option Pricing Model (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Expected volatility | 84.50% | 75.00% | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 6 years 2 months 30 days | 6 years 2 months 30 days | |||||
Minimum [Member] | |||||||
Risk-free interest rate | 1.40% | 2.50% | 2.40% | 1.40% | 2.50% | 2.50% | 2.10% |
Expected volatility | 82.30% | 80.70% | 82.30% | 80.70% | 80.70% | ||
Expected term (in years) | 5 years | 3 years 6 months | 5 years | 5 years | 5 years 6 months | ||
Maximum [Member] | |||||||
Risk-free interest rate | 2.30% | 3.10% | 2.60% | 2.30% | 3.10% | 3.20% | 3.50% |
Expected volatility | 83.40% | 81.20% | 83.40% | 81.20% | 84.50% | ||
Expected term (in years) | 9 years 10 months 25 days | 5 years 9 months 18 days | 9 years 10 months 25 days | 9 years 1 month 6 days | 6 years |
Shareholder's Equity - Schedu_4
Shareholder's Equity - Schedule of Assumption of Black-Scholes Option Pricing Model (Details) (10-K) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Expected volatility | 84.50% | 75.00% | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 6 years 2 months 30 days | 6 years 2 months 30 days | |||||
Minimum [Member] | |||||||
Risk-free interest rate | 1.40% | 2.50% | 2.40% | 1.40% | 2.50% | 2.50% | 2.10% |
Expected volatility | 82.30% | 80.70% | 82.30% | 80.70% | 80.70% | ||
Expected term (in years) | 5 years | 3 years 6 months | 5 years | 5 years | 5 years 6 months | ||
Maximum [Member] | |||||||
Risk-free interest rate | 2.30% | 3.10% | 2.60% | 2.30% | 3.10% | 3.20% | 3.50% |
Expected volatility | 83.40% | 81.20% | 83.40% | 81.20% | 84.50% | ||
Expected term (in years) | 9 years 10 months 25 days | 5 years 9 months 18 days | 9 years 10 months 25 days | 9 years 1 month 6 days | 6 years |
Shareholder's Equity - Schedu_5
Shareholder's Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Feb. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Share-based compensation expense | $ 59,507 | $ 922,997 | $ 842,010 | $ 146,429 | $ 1,842,034 | $ 922,010 | $ 2,550,321 | $ 4,384,844 |
Research and Development [Member] | ||||||||
Share-based compensation expense | 183,766 | 26,766 | 49,875 | 333,688 | 96,193 | 572,918 | 618,482 | |
General and Administrative [Member] | ||||||||
Share-based compensation expense | $ 739,231 | $ 815,244 | $ 96,554 | $ 1,508,346 | $ 825,817 | $ 1,977,403 | $ 3,766,362 |
Shareholder's Equity - Schedu_6
Shareholder's Equity - Schedule of Stock-based Compensation Expense (Details) (10-K) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Feb. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Share-based compensation expense | $ 59,507 | $ 922,997 | $ 842,010 | $ 146,429 | $ 1,842,034 | $ 922,010 | $ 2,550,321 | $ 4,384,844 |
Research and Development [Member] | ||||||||
Share-based compensation expense | 183,766 | 26,766 | 49,875 | 333,688 | 96,193 | 572,918 | 618,482 | |
General and Administrative [Member] | ||||||||
Share-based compensation expense | $ 739,231 | $ 815,244 | $ 96,554 | $ 1,508,346 | $ 825,817 | $ 1,977,403 | $ 3,766,362 |
Shareholder's Equity - Summary
Shareholder's Equity - Summary of Company's Outstanding Warrants (Details) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 | May 10, 2018 | Feb. 28, 2018 | Mar. 31, 2017 | ||
Number of warrants | 6,143,405 | 6,143,405 | [1] | 110,494 | |||
Exercise price | $ 4.80 | $ 4.25 | |||||
Date of Expiration | Jan. 31, 2024 | ||||||
Pulmonox License Agreement [Member] | |||||||
Number of warrants | 208,333 | ||||||
Exercise price | $ 4.80 | ||||||
Date of Expiration | Jan. 31, 2024 | ||||||
January 2017 [Member] | Investors [Member] | |||||||
Number of warrants | [2] | 1,701,616 | 1,701,616 | ||||
Exercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Jan. 31, 2022 | Jan. 31, 2022 | ||||
January 2017 [Member] | Investors One [Member] | |||||||
Number of warrants | [2] | 1,701,616 | 1,701,616 | ||||
Exercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Feb. 28, 2022 | Feb. 28, 2022 | ||||
March 2017 [Member] | Investors [Member] | |||||||
Number of warrants | [2] | 220,988 | 220,988 | ||||
Exercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Mar. 31, 2022 | Mar. 31, 2021 | ||||
March 2017 [Member] | Placement Agent [Member] | |||||||
Number of warrants | [2] | 11,050 | 11,050 | ||||
Exercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Mar. 31, 2022 | Mar. 31, 2021 | ||||
February 2018 [Member] | Investors [Member] | |||||||
Number of warrants | 2,299,802 | ||||||
Exercise price | $ 4.25 | ||||||
Date of Expiration | Feb. 28, 2021 | ||||||
[1] | In August 2015, AIT entered into an Option Agreement (the "Option Agreement") with a third party whereby AIT acquired the Option to purchase certain intellectual property assets and rights (the "Option") on September 7, 2016 for $25,000. Upon exercise of the Option, we became obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are almost entirely sales related and are capped at a total of $87 million across three separate and distinct indications that fall under the agreement. AIT exercised the Option in January 2017 and paid an exercise price of $500,000. AIT issued to the third party a warrant (the "Third Party Warrant") to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire the same number of shares of the Company's common stock upon consummation of the merger. The shares exchange was at 1:1 ratio. The Company recorded stock-based compensation expense of $479,700 to research and development based upon the fair value using the Black-Scholes option pricing model. On May 10, 2018, the Company issued to the third-party additional warrants to purchase up to 29,763 shares of the Company at an exercise price of $4.80 per share for each share of common stock. The Company recorded stock-based compensation expense of $55,900 to research and development based upon the fair value using the Black-Scholes option pricing model. | ||||||
[2] | These warrants have down round protection. |
Shareholder's Equity - Summar_2
Shareholder's Equity - Summary of Company's Outstanding Warrants (Details) (10-K) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 | May 10, 2018 | Feb. 28, 2018 | Mar. 31, 2017 | ||
Number of warrants | 6,143,405 | 6,143,405 | [1] | 110,494 | |||
Excercise price | $ 4.80 | $ 4.25 | |||||
Date of Expiration | Jan. 31, 2024 | ||||||
Third Party License Agreement [Member] | |||||||
Number of warrants | 208,333 | ||||||
Excercise price | $ 4.80 | ||||||
Date of Expiration | Jan. 31, 2024 | ||||||
January 2017 [Member] | Investors [Member] | |||||||
Number of warrants | [2] | 1,701,616 | 1,701,616 | ||||
Excercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Jan. 31, 2022 | Jan. 31, 2022 | ||||
January 2017 [Member] | Investors One [Member] | |||||||
Number of warrants | [2] | 1,701,616 | 1,701,616 | ||||
Excercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Feb. 28, 2022 | Feb. 28, 2022 | ||||
March 2017 [Member] | Investors [Member] | |||||||
Number of warrants | [2] | 220,988 | 220,988 | ||||
Excercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Mar. 31, 2022 | Mar. 31, 2021 | ||||
March 2017 [Member] | Placement Agent [Member] | |||||||
Number of warrants | [2] | 11,050 | 11,050 | ||||
Excercise price | [2] | $ 4.25 | $ 4.25 | ||||
Date of Expiration | [2] | Mar. 31, 2022 | Mar. 31, 2021 | ||||
March 2018 [Member] | Investors [Member] | |||||||
Number of warrants | 2,299,802 | ||||||
Excercise price | $ 4.25 | ||||||
Date of Expiration | Mar. 31, 2022 | ||||||
[1] | In August 2015, AIT entered into an Option Agreement (the "Option Agreement") with a third party whereby AIT acquired the Option to purchase certain intellectual property assets and rights (the "Option") on September 7, 2016 for $25,000. Upon exercise of the Option, we became obligated to make certain one-time development and sales milestone payments to Pulmonox, commencing with the date on which we receive regulatory approval for the commercial sale of the first product candidate qualifying under the agreement. These milestone payments are almost entirely sales related and are capped at a total of $87 million across three separate and distinct indications that fall under the agreement. AIT exercised the Option in January 2017 and paid an exercise price of $500,000. AIT issued to the third party a warrant (the "Third Party Warrant") to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire the same number of shares of the Company's common stock upon consummation of the merger. The shares exchange was at 1:1 ratio. The Company recorded stock-based compensation expense of $479,700 to research and development based upon the fair value using the Black-Scholes option pricing model. On May 10, 2018, the Company issued to the third-party additional warrants to purchase up to 29,763 shares of the Company at an exercise price of $4.80 per share for each share of common stock. The Company recorded stock-based compensation expense of $55,900 to research and development based upon the fair value using the Black-Scholes option pricing model. | ||||||
[2] | These warrants have down round protection. |
Current Assets and Prepaid Ex_3
Current Assets and Prepaid Expenses - Schedule of Current Assets and Prepaid Expenses (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Prepaid expenses | $ 414,033 | $ 788,409 | $ 59,249 |
Research and Development [Member] | |||
Prepaid expenses | 55,578 | 324,063 | |
Insurance [Member] | |||
Prepaid expenses | 110,742 | 297,945 | |
Other [Member] | |||
Prepaid expenses | $ 247,713 | $ 166,401 | $ 59,249 |
Current Assets and Prepaid Ex_4
Current Assets and Prepaid Expenses - Schedule of Prepaid Expenses (Details) (10-K) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Prepaid expenses | $ 414,033 | $ 788,409 | $ 59,249 |
Research and Development [Member] | |||
Prepaid expenses | 55,578 | 324,063 | |
Insurance [Member] | |||
Prepaid expenses | 110,742 | 297,945 | |
Other [Member] | |||
Prepaid expenses | $ 247,713 | $ 166,401 | $ 59,249 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | |||
Research and development | $ 785,428 | $ 103,320 | |
Professional fees | 767,000 | 1,030,127 | $ 492,250 |
Income taxes payable | 154,300 | 154,300 | 154,300 |
Employee salaries and benefits | 223,201 | 183,271 | 104,110 |
Other | 138,316 | 96,620 | 9,525 |
Total | $ 2,068,246 | $ 1,533,102 | $ 1,257,762 |
Accrued Expenses - Summary of_2
Accrued Expenses - Summary of Accrued Expenses (Details) (10-K) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Payables and Accruals [Abstract] | |||
Vendors - research and development | $ 103,320 | $ 497,577 | |
Professional fees | $ 767,000 | 1,030,127 | 492,250 |
Income taxes payable | 154,300 | 154,300 | 154,300 |
Employee salaries and benefits | 223,201 | 183,271 | 104,110 |
Other | 138,316 | 96,620 | 9,525 |
Total | $ 2,068,246 | $ 1,533,102 | $ 1,257,762 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) Per Common Share - Schedule of Potential Anti-Dilutive Securities (Details) - shares | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Total | 8,831,520 | 7,538,377 |
Common Stock Warrants [Member] | ||
Total | 6,143,405 | 6,143,405 |
Common Stock Options [Member] | ||
Total | 2,353,115 | 1,394,972 |
Restricted Shares [Member] | ||
Total | 335,000 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | Jan. 23, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 |
Deferred revenue | $ 990,223 | $ 2,263,294 | $ 990,223 | $ 2,263,294 | |||||
License revenues | 645,602 | 1,273,071 | 7,724,001 | ||||||
License Agreement [Member] | |||||||||
Regulatory milestone amount | $ 31,500,000 | ||||||||
Payments in cash discounted, percentage | 5.00% | ||||||||
First two milestone ordinary shares | 17,572,815 | ||||||||
First two milestone ordinary shares, value | $ 9,987,295 | ||||||||
Deferred revenue | $ 990,223 | 2,263,294 | $ 990,223 | 2,263,294 | |||||
License Agreement [Member] | First Obligation [Member] | |||||||||
Deferred revenue | 2,871,063 | 2,871,063 | |||||||
License Agreement [Member] | Second Obligation [Member] | |||||||||
Deferred revenue | 2,871,063 | $ 2,871,063 | |||||||
License Agreement [Member] | Intellectual Property [Member] | First Obligation [Member] | |||||||||
Revenue allocated to performance obligations | $ 7,116,232 | ||||||||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | |||||||||
Milestones payment | $ 7,350,000 | ||||||||
Payment of milestone ordinary shares, value | $ 3,150,000 | ||||||||
Payment of milestone ordinary shares | 5,271,844 | ||||||||
Annual Gross profit royalty percentage | 14.00% | ||||||||
Annual Gross profit royalty amount | $ 100,000,000 | ||||||||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | Food and Drug Administration [Member] | |||||||||
Payment of milestone ordinary shares, value | $ 7,350,000 | ||||||||
Payment of milestone ordinary shares | 12,300,971 | ||||||||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | Hospital and Clinic Settings [Member] | |||||||||
Payments for royalties | $ 8,400,000 | ||||||||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | United States [Member] | |||||||||
Payments for royalties | $ 12,600,000 | ||||||||
One-time royalty percentage | 5.00% | ||||||||
Royalty gross profit amount | $ 50,000,000 | ||||||||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | China [Member] | |||||||||
Payments for royalties | $ 1,050,000 | ||||||||
One-time royalty percentage | 5.00% | ||||||||
Royalty gross profit amount | $ 20,000,000 | ||||||||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | United States and China [Member] | |||||||||
Annual Gross profit royalty percentage | 15.00% | ||||||||
Annual Gross profit royalty amount | $ 100,000,000 | ||||||||
License Agreement [Member] | Maximum [Member] | |||||||||
Milestones payment | $ 32,500,000 | ||||||||
License Agreement [Member] | Maximum [Member] | Circassia Pharmaceuticals PLC [Member] | |||||||||
Annual Gross profit royalty percentage | 19.00% | ||||||||
Annual Gross profit royalty amount | $ 100,000,000 | ||||||||
License Agreement [Member] | Maximum [Member] | Circassia Pharmaceuticals PLC [Member] | United States and China [Member] | |||||||||
Annual Gross profit royalty percentage | 20.00% | ||||||||
Annual Gross profit royalty amount | $ 100,000,000 |
License Agreement (Details Na_2
License Agreement (Details Narrative) (10-K) - USD ($) | Jan. 23, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2018 |
Deferred revenue | $ 2,263,294 | $ 990,223 | ||
License Agreement [Member] | ||||
Regulatory milestone amount | $ 31,500,000 | |||
Payments in cash discounted, percentage | 5.00% | |||
First two milestone ordinary shares | 17,572,815 | |||
First two milestone ordinary shares, value | $ 9,987,295 | |||
Deferred revenue | 2,263,294 | $ 990,223 | ||
License Agreement [Member] | First Obligation [Member] | ||||
Deferred revenue | 2,871,063 | |||
License Agreement [Member] | Second Obligation Member [Member] | ||||
Deferred revenue | 607,769 | |||
License Agreement [Member] | Intellectual Property [Member] | First Obligation [Member] | ||||
Revenue allocated to performance obligations | $ 7,116,232 | |||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | ||||
Milestones payment | $ 7,350,000 | |||
Royalty percentage owed on sale of licensed product revenues. | 5.00% | |||
Payment of milestone ordinary shares, value | $ 3,150,000 | |||
Payment of milestone ordinary shares | 5,271,844 | |||
Annual Gross profit royalty percentage | 14.00% | |||
Annual Gross profit royalty amount | $ 100,000,000 | |||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | Hospital and Clinic Settings [Member] | ||||
Payments for royalties | 8,400,000 | |||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | United States [Member] | ||||
Payments for royalties | $ 12,600,000 | |||
One-time royalty percentage | 5.00% | |||
Royalty gross profit amount | $ 50,000,000 | |||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | China [Member] | ||||
Payments for royalties | $ 1,050,000 | |||
One-time royalty percentage | 5.00% | |||
Royalty gross profit amount | $ 20,000,000 | |||
License Agreement [Member] | Circassia Pharmaceuticals PLC [Member] | United States and China [Member] | ||||
Annual Gross profit royalty percentage | 15.00% | |||
Annual Gross profit royalty amount | $ 100,000,000 | |||
License Agreement [Member] | Maximum [Member] | ||||
Milestones payment | $ 32,500,000 | |||
License Agreement [Member] | Maximum [Member] | Circassia Pharmaceuticals PLC [Member] | ||||
Annual Gross profit royalty percentage | 19.00% | |||
Annual Gross profit royalty amount | $ 100,000,000 | |||
License Agreement [Member] | Maximum [Member] | Circassia Pharmaceuticals PLC [Member] | United States and China [Member] | ||||
Annual Gross profit royalty percentage | 20.00% | |||
Annual Gross profit royalty amount | $ 100,000,000 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) - USD ($) | 1 Months Ended | |||
Jan. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||||
Loans payable | $ 292,500 | $ 88,582 | $ 263,604 | |
Ten monthly payments | $ 29,687 | |||
Debt interest rate | 3.30% | 8.00% |
Loan Payable (Details Narrati_2
Loan Payable (Details Narrative) (10-K) - USD ($) | 1 Months Ended | |||
Jan. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||||
Loans payable | $ 292,500 | $ 88,582 | $ 263,604 | |
Ten monthly payments | $ 29,687 | |||
Debt interest rate | 3.30% | 8.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10_K) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Corporate tax rate | 21.00% | |||
Income tax, description | The Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. | |||
Net operating loss carry forward | $ 12,340,000 | |||
Unused net operating loss carry forward | 5,719,000 | |||
Federal tax rate amount | 688,000 | |||
Deferred tax assets operating loss carry forwad | $ 4,343,000 | |||
Operating loss carryforward expire description | March 2018 expire through 2037 | |||
Valuation allowances increased | $ 3,013,000 | |||
State [Member] | ||||
Net operating loss carry forward | $ 2,644,000 | |||
Operating loss carryforward expire description | Expiring during the years 2035 to 2039 | |||
March 2018 Expire Through 2037 [Member] | ||||
Net operating loss carry forward | $ 1,375,000 | |||
Israel [Member] | ||||
Corporate tax rate | 23.00% | 23.00% | 24.00% |
Income Taxes - Schedule of Prof
Income Taxes - Schedule of Profit (Loss) Before Taxes (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 2,935,850 | $ (4,475,659) | $ (7,469,198) |
Foreign | (1,888,163) | (2,082,791) | (10,575,148) |
Total | $ 1,047,687 | $ (6,558,450) | $ (18,044,346) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset/Liability (Details) (10-K) - USD ($) | Mar. 31, 2019 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 4,201,000 | $ 2,909,000 |
Research and development tax credits | 243,000 | |
Other | 120,000 | |
Reserves and allowances - foreign | 6,000 | 10,000 |
Stock-based compensation | 608,000 | |
Unrealized loss on available for sale investment | 966,000 | |
Research and development - foreign | 550,000 | 762,000 |
Net deferred tax | 6,694,000 | 3,681,000 |
Valuation allowance | (6,694,000) | (3,681,000) |
Net deferred tax asset |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory US Federal Effective Tax Rate (Details) (10-K) | 12 Months Ended |
Mar. 31, 2019 | |
Income Taxes - Schedule Of Statutory Us Federal Effective Tax Rate Details | |
Federal income tax at statutory rate | (21.00%) |
State income tax, net of federal benefit | (6.62%) |
Permanent items | 0.00% |
Change in valuation allowance | 36.10% |
Research and development tax credits | (3.71%) |
Other | (4.77%) |
Effective income tax expense rate | 0.00% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Related To Uncertain Tax Positions (Details) (10-K) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Taxes - Schedule Of Unrecognized Tax Benefits Related To Uncertain Tax Positions Details | |||
Balance at beginning of period | $ 154,300 | $ 154,300 | $ 154,300 |
Additions for current year's tax position | |||
Balance at the end of period | $ 154,300 | $ 154,300 | $ 154,300 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jan. 31, 2018USD ($)shares | Jan. 13, 2017USD ($) | Sep. 07, 2016USD ($) | Oct. 22, 2013USD ($) | Jul. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019 | Mar. 31, 2019USD ($) |
Reversed prior period expenses of intangible assets | $ 200,000 | |||||||
Operating lease agreement expire date description | The lease agreement expires in June 2023 | The lease agreement expires in April 2021 | ||||||
Operating lease renewal term | 3 years | 5 years | ||||||
Operating lease agreement term description | The Company has other operating lease agreements with a commitments of less than one year or that are not significant. The Company elected the practical expedient option and as such these lease payments are expensed as incurred. | |||||||
Restricted Cash [Member] | ||||||||
Security deposit | $ 9,771 | $ 1,728 | ||||||
NitricGen, Inc [Member | ||||||||
Future payments based on certain milestones | $ 2,000,000 | |||||||
Milestone payments and fair value of options | 495,000 | |||||||
Reversed prior period expenses of intangible assets | 200,000 | |||||||
Patent License Agreement [Member] | CareFusion [Member] | ||||||||
Non-refundable upfront fee | $ 150,000 | |||||||
Royalty percentage | 0.05 | |||||||
Payment to related parties | $ 50,000 | |||||||
Option Agreement [Member] | ||||||||
Acquisition cost to purchase intellectual property assets and rights | $ 25,000 | |||||||
Payments for development and milestone payment | $ 500,000 | |||||||
Milestone payments | 87,000,000 | |||||||
Sales related milestones payments | $ 83,000,000 | |||||||
Execution Agreement [Member] | ||||||||
Future payments based on certain milestones | 180,000 | |||||||
Execution Agreement [Member] | After Six Months [Member] | ||||||||
Future payments based on certain milestones | 1,500,000 | |||||||
Execution Agreement [Member] | NitricGen, Inc [Member | ||||||||
Payment to related parties | 100,000 | |||||||
Future payments based on certain milestones | $ 100,000 | |||||||
Options to purchase common stock | shares | 100,000 | |||||||
Options to purchase common stock, value | $ 295,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | May 10, 2018 | Jan. 31, 2018 | Jan. 13, 2017 | Sep. 07, 2016 | Oct. 22, 2013 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2018 |
Warrants to purchase ordinary shares | 29,763 | |||||||||||||||
Exercise price | $ 4.80 | $ 4.25 | ||||||||||||||
Research and development | $ 55,900 | $ 2,849,990 | $ 647,866 | $ 1,637,387 | $ 1,438,704 | $ 5,173,503 | $ 1,711,011 | $ 3,929,558 | $ 4,636,287 | $ 4,438,264 | ||||||
Warrants expiration term | Jan. 31, 2024 | |||||||||||||||
Volatility rate | 84.50% | 75.00% | ||||||||||||||
Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||
Reversed prior period expenses of intangible assets | $ 200,000 | |||||||||||||||
Rent expense | $ 25,059 | $ 115,276 | $ 73,013 | |||||||||||||
June 31, 2019 [Member] | ||||||||||||||||
Options to purchase common stock | 100,000 | |||||||||||||||
eNOGenorator [Member] | After Six Months [Member] | ||||||||||||||||
Future payments based on certain milestones | $ 1,500,000 | |||||||||||||||
NitricGen, Inc [Member | ||||||||||||||||
Future payments based on certain milestones | 2,000,000 | |||||||||||||||
Fair value of options | 295,000 | |||||||||||||||
Milestone payments and fair value of options | 495,000 | |||||||||||||||
Reversed prior period expenses of intangible assets | 200,000 | |||||||||||||||
Circassia Pharmaceuticals PLC [Member] | ||||||||||||||||
Future payments based on certain milestones | $ 250,000 | |||||||||||||||
Patent License Agreement [Member] | ||||||||||||||||
Non-refundable upfront fee paid | $ 150,000 | |||||||||||||||
Royalty percentage owed on sale of licensed product revenues | 5.00% | |||||||||||||||
Minimum amount of royalties owed per annum | $ 50,000 | |||||||||||||||
Option Agreement [Member] | ||||||||||||||||
Acquisition cost to purchase intellectual property assets and rights | $ 25,000 | |||||||||||||||
Payments for development and milestone payment | $ 500,000 | |||||||||||||||
Milestone payments | 87,000,000 | |||||||||||||||
Sales related milestones payments | $ 83,000,000 | |||||||||||||||
Warrants to purchase ordinary shares | 178,570 | |||||||||||||||
Exercise price | $ 4.80 | |||||||||||||||
Shares exchange, description | The shares exchange was at 1:1 ratio | |||||||||||||||
Research and development | $ 479,700 | |||||||||||||||
Execution Agreement [Member] | ||||||||||||||||
Future payments based on certain milestones | 180,000 | |||||||||||||||
Execution Agreement [Member] | After Six Months [Member] | ||||||||||||||||
Future payments based on certain milestones | $ 1,500,000 | |||||||||||||||
Execution Agreement [Member] | NitricGen, Inc [Member | ||||||||||||||||
Exercise price | $ 6.90 | |||||||||||||||
Future payments based on certain milestones | $ 100,000 | |||||||||||||||
Payment to related parties | $ 100,000 | |||||||||||||||
Options to purchase common stock | 100,000 | |||||||||||||||
Volatility rate | 79.90% | |||||||||||||||
Risk-free interest rate | 2.50% | |||||||||||||||
Option expiration term | 5 years | |||||||||||||||
Dividend rate | 0.00% | |||||||||||||||
Lease Agreement [Member] | ||||||||||||||||
Lease agreement expiration, description | Expire on April 2021 and June 2023 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Lease Other Information (Details) | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid | $ 40,799 |
Weighted-average remaining lease term - operating leases | 3 years 6 months |
Weighted-average discount rate - operating leases | 8.30% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Maturity of Lease Liabilities (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 65,092 |
2021 | 58,741 |
2022 | 64,826 |
2023 | 64,693 |
2024 | 15,868 |
Total lease payments | 269,220 |
Less: interest | (35,123) |
Present value of lease liabilities | $ 234,097 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Future Minimum Commitments (Details) (10-K) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 129,100 |
2021 | 90,100 |
2022 | 65,400 |
2023 | 64,700 |
2024 | 16,300 |
Total | $ 365,600 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10-K) - USD ($) | Jun. 03, 2019 | Jun. 18, 2019 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2017 |
Number of common stok sold | 410,000 | ||||||
Average price per shares | $ 4.83 | ||||||
Proceeds from issuance of common stock | $ 1,981,994 | $ (18,500) | $ 799,185 | ||||
Stock Purchase Agreement [Member] | |||||||
Proceeds from sales of stock | $ 16,673,821 | ||||||
Proceeds from issuance of common stock | $ 7,839,494 | $ 20,000,000 | |||||
Subsequent Event [Member] | |||||||
Number of common stok sold | 250,000 | ||||||
Proceeds from sales of stock | $ 1,173,810 | ||||||
Average price per shares | $ 4.70 | ||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | |||||||
Number of common stock issued | 1,583,743 | ||||||
Proceeds from issuance of common stock | $ 7,960,635 |
Transition Period Comparative_3
Transition Period Comparative Data - Schedule of Transition Period Comparative Data (Details) (10-K) - USD ($) | May 10, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 |
Transition Period Comparative Data - Schedule Of Transition Period Comparative Data Details | ||||||||||||
Research and development expenses | $ (55,900) | $ (2,849,990) | $ (647,866) | $ (1,637,387) | $ (1,438,704) | $ (5,173,503) | $ (1,711,011) | $ (3,929,558) | $ (4,636,287) | $ (4,438,264) | ||
General and administrative expenses | (2,064,872) | (1,765,489) | (803,069) | (2,127,813) | (4,247,430) | (2,458,494) | (6,852,988) | (5,306,884) | (6,629,344) | |||
Operating loss | 4,269,260 | 2,413,355 | 2,440,456 | (3,566,517) | 8,147,862 | 4,169,505 | 3,058,545 | (9,943,171) | 11,067,608 | |||
Change in fair value of warrant liabilities | (1,123,814) | (794,093) | ||||||||||
Amortization of benenfical conversion feature and debt issuance costs related to convertible debt | (1,031,360) | |||||||||||
Amortization of debt issuance costs | (14,273) | (14,273) | ||||||||||
Issuance of additional warrants granted to investors | (17,899) | |||||||||||
Imputed interest expense respect to convertible notes | (14,878) | (14,878) | ||||||||||
Imputed interest income (expense) with respect to loans from related parties and others and loan from bank | (13,286) | 3,495 | ||||||||||
Issuance costs related to warrants granted | (457,366) | |||||||||||
Foreign exchange gain (loss) | (38,064) | 21,524 | ||||||||||
Other expense | (5,587) | (2,779) | (9,289) | (3,034) | (3,610) | (29,426) | ||||||
Total other income (loss) | 171,520 | 24,136 | 3,488,143 | (2,713,719) | (2,130,699) | 61,939 | (3,499,905) | (772,684) | (6,976,738) | |||
Net loss and other comprehensive loss | $ (4,097,740) | $ (6,180,821) | $ (2,389,219) | $ (1,718,347) | 1,047,687 | $ (6,280,236) | $ (10,278,561) | $ (4,107,566) | (6,558,450) | $ (10,715,855) | (18,044,346) | |
Net basic and diluted loss per share of common stock | $ (0.38) | $ (0.28) | $ (1.12) | $ (1.03) | $ (0.49) | $ (1.68) | ||||||
Weighted average number of shares used in computing net basic loss per share of common stock | 10,699,370 | 8,440,457 | 5,617,762 | 9,935,444 | 8,420,281 | 6,391,218 | ||||||
Net loss | $ (4,097,740) | (6,180,821) | $ (2,389,219) | (1,718,347) | 1,047,687 | $ (6,280,236) | $ (10,278,561) | $ (4,107,566) | (6,558,450) | $ (10,715,855) | (18,044,346) | |
Depreciation | 6,205 | 46,535 | ||||||||||
Stock-based compensation | 146,429 | 1,877,442 | 1,836,034 | 922,010 | 2,399,321 | 574,395 | 4,384,844 | |||||
Adoption of ASU 2016-01 | 2,986 | (2,986) | ||||||||||
Changes in fair value of warrant liabilities | (3,493,664) | 1,123,814 | 793,956 | 5,412,341 | ||||||||
Amortization of beneficial conversion feature and debt issuance costs related to coverable notes | 1,045,633 | |||||||||||
Issuance costs related to warrant liability | 457,366 | (457,250) | ||||||||||
Issuance of common stock to finder upon the conversion of convertible notes | 18,545 | |||||||||||
Imputed interest on convertible notes, loans from related parties and others | 30,164 | 3,721 | ||||||||||
Other current assets and prepaid expenses | 49,567 | (101,677) | 374,374 | (66,168) | (729,159) | 117,163 | (31,252) | |||||
Accounts payables | 173,347 | 20,079 | 939,651 | 20,367 | 322,633 | 293,768 | 141,583 | |||||
Accrued expenses | 312,495 | (409,728) | 500,610 | (895,252) | 276,757 | 196,853 | (573,624) | |||||
Net cash used in operating activities | (1,749,536) | (2,212,393) | (5,633,362) | (4,107,031) | 1,341,052 | (8,692,450) | (7,118,337) | |||||
Investment in available for sale marketable securities | (9,403,543) | (11,856,706) | (60,887) | (12,222,774) | (8,304,392) | (2,000,000) | ||||||
Purchase price paid upon reverse merger | (294,862) | (294,862) | ||||||||||
Purchase of property and equipment | (1,000) | (25,206) | (17,736) | (36,487) | (56,475) | (219,595) | (244,461) | |||||
Net cash used in investing activities | (7,704,493) | (320,068) | (3,125,401) | 3,718,626 | (1,793,639) | (8,523,987) | (1,143,180) | |||||
Proceeds from issuance of units consisting of common stock and warrants, net of issuance costs | 8,984,917 | 9,889,035 | 10,813,767 | |||||||||
Proceeds from loans from related parties and others | 56,957 | 56,957 | ||||||||||
Maturity of loans and interest from related parties and others | (241,000) | (418,000) | ||||||||||
Purchase of treasury stock | (25,000) | (25,000) | ||||||||||
Repayment of bank loans | (13,828) | |||||||||||
Net cash provided by financing activities | 8,984,917 | 9,666,164 | 9,756,249 | (18,500) | 1,071,490 | 10,813,767 | 9,461,663 | |||||
(Decrease) increase in cash, cash equivalents and restricted cash | (469,112) | 7,133,103 | 997,486 | (406,905) | 618,903 | (6,402,670) | 1,200,346 | |||||
Cash, cash equivalents and restricted cash at beginning of period | $ 1,357,137 | $ 738,234 | 1,207,346 | 7,201 | 1,357,137 | $ 738,234 | 738,234 | 7,140,904 | 7,201 | |||
Cash, cash equivalents and restricted cash at end of period | $ 2,354,623 | 738,234 | 7,140,904 | $ 2,354,623 | 1,357,137 | 738,234 | 1,207,346 | |||||
Conversion of convertible notes to common stock | 3,995,000 | $ 3,955,000 | ||||||||||
Issuance of convertible notes to common stock | $ 250,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) (10-K) - USD ($) | Feb. 10, 2014 | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 |
Loan bears an interest percentage | 8.00% | 3.30% | |||||
Loan expenses | $ 88,582 | $ 263,604 | $ 292,500 | ||||
Due from related party debt | $ 892,000 | ||||||
Debt conversion of common stock | 1,397,068 | ||||||
Loan Agreement [Member] | |||||||
Loan expenses | $ 13,000 | ||||||
Loan Agreement [Member] | Stockholders [Member] | |||||||
Related party transaction amount | $ 22,000 | $ 57,000 | $ 340,000 | ||||
Loan bears an interest percentage | 4.00% | 16.00% | 16.00% | ||||
Loan Agreement [Member] | Stockholders [Member] | Minimum [Member] | |||||||
Loan bears an interest percentage | 4.00% | 4.00% |