Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 16, 2021 | Dec. 31, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Crown ElectroKinetics Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 14,882,741 | ||
Entity Public Float | $ 34,200,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001761696 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Entity File Number | 333-249833 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets: | ||
Cash | $ 15,296,924 | $ 48,307 |
Prepaid & other current assets | 345,644 | 12,693 |
Total current assets | 15,642,568 | 61,000 |
Property and equipment, net | 209,133 | 92,629 |
Intangible assets, net | 1,649,522 | 235,007 |
Other assets | 20,373 | |
TOTAL ASSETS | 17,521,596 | 388,636 |
Current liabilities: | ||
Accounts payable | 285,149 | 1,262,389 |
Accrued expenses | 210,898 | 765,201 |
Accrued interest | 454,926 | |
Notes payable, net of debt discount of $0 and $405,377, respectively | 438,500 | 3,083,158 |
Warrant liability | 1,733,718 | |
Related party payable | 49,741 | |
Total current liabilities | 934,547 | 7,349,133 |
Total liabilities | 934,547 | 7,349,133 |
Commitments and Contingencies (Note 13) | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, par value $0.0001; 50,000,000 shares authorized, no shares outstanding | ||
Series A preferred stock, par value $0.0001; 300 shares authorized, 251 shares outstanding as of March 31, 2021 and no shares outstanding as of March 31, 2020 | ||
Series B preferred stock, par value $0.0001; 1,500 shares authorized, 1,443 shares outstanding as of March 31, 2021 and no shares outstanding as of March 31, 2020 | ||
Series C preferred stock, par value $0.0001; 600,000 shares authorized, 500,756 shares outstanding as of March 31, 2021 and no shares outstanding as of March 31, 2020 | 50 | |
Common stock, par value $0.0001; 200,000,000 shares authorized; 14,856,480 and 5,774,778 shares outstanding as of March 31, 2021 and 2020, respectively | 1,486 | 577 |
Additional paid-in capital | 73,788,997 | 9,487,285 |
Accumulated deficit | (57,203,484) | (16,448,359) |
Total stockholders’ equity (deficit) | 16,587,049 | (6,960,497) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 17,521,596 | $ 388,636 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Debt discount (in Dollars) | $ 0 | $ 405,377 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 14,856,480 | 5,774,778 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 300 | 300 |
Preferred stock, shares outstanding | 251 | |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,500 | 1,500 |
Preferred stock, shares outstanding | 1,443 | |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 600,000 | 600,000 |
Preferred stock, shares outstanding | 500,756 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 100,000 | |
Cost of revenue | 620,000 | |
Gross loss | (520,000) | |
Operating expenses: | ||
Research and development | 3,539,857 | 1,826,140 |
Selling, general and administrative | 15,812,365 | 5,491,769 |
Total operating expenses | 19,352,222 | 7,317,909 |
Loss from operations | (19,352,222) | (7,837,909) |
Other income (expense): | ||
Other income | 6,734 | 3,318 |
Other expense | (55,444) | |
Interest expense | (3,196,264) | (1,497,352) |
Loss on exchange of notes payable for common stock and warrants | (1,527,184) | |
Loss on extinguishment of debt | (14,257,495) | (255,000) |
Change in fair value of warrant liability | (2,360,543) | (16,928) |
Change in fair value of derivative liability | (12,707) | |
Total other expense | (21,402,903) | (1,765,962) |
Net loss | $ (40,755,125) | $ (9,603,871) |
Net loss per share, basic and diluted: (in Dollars per share) | $ (4.60) | $ (2.33) |
Weighted average shares outstanding, basic and diluted: (in Shares) | 8,851,151 | 4,117,410 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2019 | $ 329 | $ 3,449,516 | $ (6,844,488) | $ (3,394,643) | |||
Balance (in Shares) at Mar. 31, 2019 | 3,291,667 | ||||||
Stock-based compensation | $ 200 | 4,495,969 | 4,496,169 | ||||
Stock-based compensation (in Shares) | 2,000,000 | ||||||
Issuance of common stock and warrants in connection with cancellation of consulting agreement | $ 3 | 264,517 | 264,520 | ||||
Issuance of common stock and warrants in connection with cancellation of consulting agreement (in Shares) | 33,333 | ||||||
Issuance of common stock in connection with a consulting agreement | $ 16 | 354,984 | 355,000 | ||||
Issuance of common stock in connection with a consulting agreement (in Shares) | 157,778 | ||||||
Issuance of common stock in connection with notes payable | $ 29 | 662,221 | 662,250 | ||||
Issuance of common stock in connection with notes payable (in Shares) | 292,000 | ||||||
Beneficial conversion feature in connection with notes payable | 260,078 | 260,078 | |||||
Net loss | (9,603,871) | (9,603,871) | |||||
Balance at Mar. 31, 2020 | $ 577 | 9,487,285 | (16,448,359) | (6,960,497) | |||
Balance (in Shares) at Mar. 31, 2020 | 5,774,778 | ||||||
Stock-based compensation | $ 237 | 14,125,760 | 14,125,997 | ||||
Stock-based compensation (in Shares) | 2,371,428 | ||||||
Stock option exercise | $ 2 | (2) | |||||
Stock option exercise (in Shares) | 25,000 | ||||||
Canceled restricted stock awards | $ (206) | 206 | |||||
Canceled restricted stock awards (in Shares) | (2,060,000) | ||||||
Common stock repurchased and subsequently canceled | $ (17) | (449,983) | (450,000) | ||||
Common stock repurchased and subsequently canceled (in Shares) | (166,667) | ||||||
Reclassification of warrant liabilities | 5,626,891 | 5,626,891 | |||||
Issuance of common stock and warrants, net of fees | $ 524 | 20,389,369 | 20,389,893 | ||||
Issuance of common stock and warrants, net of fees (in Shares) | 5,235,833 | ||||||
Issuance of common stock in satisfaction of accounts payable | $ 6 | 121,829 | 121,835 | ||||
Issuance of common stock in satisfaction of accounts payable (in Shares) | 54,149 | ||||||
Issuance of common stock in connection with notes payable | $ 37 | 1,133,613 | 1,133,650 | ||||
Issuance of common stock in connection with notes payable (in Shares) | 366,667 | ||||||
Issuance of common stock and preferred stock in connection with conversion of notes | 50 | $ 283 | 23,715,494 | 23,715,827 | |||
Issuance of common stock and preferred stock in connection with conversion of notes, (in Shares) | 251 | 1,443 | 500,756 | 2,830,079 | |||
Repurchased beneficial conversion feature in connection with conversion of notes payable | (6,646,998) | (6,646,998) | |||||
Issuance of common stock warrants in connection with note exchange agreements | 4,918,172 | 4,918,172 | |||||
Issuance of common stock warrants | 263,328 | 263,328 | |||||
Exercise of common stock warrants | $ 32 | 179,952 | 179,984 | ||||
Exercise of common stock warrants (in Shares) | 316,421 | ||||||
Beneficial conversion feature in connection with notes payable | 618,657 | 618,657 | |||||
Issuance of common stock to consultants | $ 11 | 305,424 | 305,435 | ||||
Issuance of common stock to consultants (in Shares) | 108,792 | ||||||
Net loss | (40,755,125) | (40,755,125) | |||||
Balance at Mar. 31, 2021 | $ 50 | $ 1,486 | $ 73,788,997 | $ (57,203,484) | $ 16,587,049 | ||
Balance (in Shares) at Mar. 31, 2021 | 251 | 1,443 | 500,756 | 14,856,480 | 375,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (40,755,125) | $ (9,603,871) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 14,125,997 | 4,496,169 |
Issuance of common stock to consultants | 305,435 | 264,520 |
Issuance of common stock and warrants | 355,000 | |
Depreciation and amortization | 102,837 | 76,752 |
Deferred offering costs | 181,051 | |
Loss on extinguishment of debt | 14,257,495 | 255,000 |
Loss on exchange of notes payable for common stock and warrants | 1,527,184 | |
Amortization of debt discount | 2,713,516 | 1,172,542 |
Non-cash expenses for placement agent | 54,961 | |
Change in fair value of warrant liability | 2,360,543 | 16,928 |
Change in fair value of derivative liability | 12,707 | |
Bad debt expense | 24,788 | |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | (353,324) | 54,185 |
Account payable | (802,404) | 667,672 |
Accrued expenses | (554,304) | 670,161 |
Accrued interest | 420,099 | 324,825 |
Net cash used in operating activities | (6,584,383) | (1,044,278) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (158,857) | (26,603) |
Purchase of patents | (1,475,000) | |
Net cash used in investing activities | (1,633,857) | (26,603) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock and warrants, net of fees | 20,925,114 | |
Proceeds from related party non-interest bearing advance | 25,000 | 49,741 |
Proceed from the exercise of common stock warrants | 179,984 | |
Proceeds from notes payable | 18,500 | |
Repayment of senior secured promissory note | (200,000) | |
Proceeds from PPP loan | 438,500 | |
Repayment of related party non-interest bearing advance | (74,741) | |
Repayment of notes payable | (53,000) | (18,500) |
Proceeds from issuance of senior secured convertible notes and common stock warrants | 2,676,000 | 970,000 |
Common stock repurchased and subsequently canceled | (450,000) | |
Net cash provided by financing activities | 23,466,857 | 1,019,741 |
Net increase (decrease) in cash | 15,248,617 | (51,140) |
Cash — beginning of year | 48,307 | 99,447 |
Cash — end of year | 15,296,924 | 48,307 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Unpaid deferred offering costs | 181,051 | |
Unpaid research and development license included in accounts payable | 100,000 | |
Beneficial conversion feature in connection with notes payable | 618,657 | 27,918 |
Issuance of common stock and preferred stock in connection with conversion of notes | 23,715,827 | |
Repurchased beneficial conversion feature in connection with conversion of notes payable | (6,646,998) | |
Issuance of common stock in connection with notes payable | 1,133,650 | 321,000 |
Issuance of common stock in satisfaction of accounts payable | 121,835 | |
Canceled restricted stock awards | 206 | |
Reclassification of warrant liabilities | 5,626,891 | |
Issuance of common stock warrants in connection with note exchange agreements | 4,918,172 | |
Issuance of common stock warrants in connection with notes payable | 263,328 | |
Exercise of stock options | 2 | |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 62,649 | |
Cash paid income taxes |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business Operations | Note 1 – Organization and Description of Business Operations Crown Electrokinetics Corp. (the “Company”) was incorporated in the State of Delaware on April 20, 2015. Effective October 6, 2017, the Company’s name was changed to Crown Electrokinetics Corp. from 3D Nanocolor Corp. (“3D Nanocolor”). On January 26, 2021, the Company completed its public offering and its common stock began trading on the Nasdaq Capital Market (Nasdaq) under the symbol CRKN. The Company is commercializing technology for smart or dynamic glass. The Company’s electrokinetic glass technology is an advancement on microfluidic technology that was originally developed by HP Inc. Reverse Stock Split On January 22, 2021, the Company’s Board of Directors authorized a reverse stock split at an exchange ratio of one (1) share of common stock for every three (3) shares of common stock. The reverse stock split was effective on January 25, 2021, such that every three (3) shares of common stock have been automatically converted into one (1) share of common stock. The Company did not issue fractional certificates for post-reverse split shares in connection with the reverse stock split. Rather, all shares of common stock that are held by a stockholder were aggregated and each stockholder received the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the reverse stock split computation were rounded up to the next whole share. All of the Company’s share and per share amounts of common stock included in this Form 10-K have been retroactively adjusted to reflect the reverse stock split. Public Offering On January 26, 2021, the Company entered into an underwriting agreement relating to the public offering of its common stock, par value $0.0001 per share. The Company issued 4,772,500 shares of its common stock to the underwriters, at a purchase price per share of $4.14 (the offering price to the public of $4.50 per share minus the underwriters’ discount). On January 28, 2021, the Company received net proceeds from its public offering of approximately $19.3 million, net of underwriter fees and commissions of approximately $1.7 million, and offering costs of $0.5 million. In connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 381,800 shares of its common stock. The warrant is exercisable beginning on the date that is 180 days after the date on which the Registration Statement becomes effective until the date that is five years after the date on which the Registration Statement becomes effective. The exercise price of the warrant is $5.625. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Mar. 31, 2021 | |
Liquidity And Financial Condition [Abstract] | |
Liquidity and Financial Condition | Note 2 – Liquidity and Financial Condition The Company has incurred substantial operating losses since its inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As reflected in the financial statements, the Company had an accumulated deficit of approximately $57.2 million and working capital of approximately $14.7 million at March 31, 2021, a net loss of approximately $40.8 million, and approximately $6.6 million of net cash used in operating activities for the year ended March 31, 2021. The Company expects to continue to incur ongoing administrative and other expenses, including public company expenses. Although it is difficult to predict the Company’s liquidity requirements as of March 31, 2021, based upon the Company’s current operating plan and completion of its public offering, management believes that the Company will have sufficient cash to meet its projected operating requirements for at least the next 12 months following the issuance of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 – Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and include all adjustments necessary for the fair presentation of its balance sheet, results of operations and cash flows for the periods presented. Use of Estimates The preparation of financial statements in conformity with 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 expenses during the reporting period. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. There were no cash equivalents as of March 31, 2021 and 2020. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. In November 2020 (the “November 2020 Notes”), the Company entered into note agreements that were determined to have embedded derivative instruments in the form of a contingent put option (“Share Settlement Feature”). The notes are recognized at the value of proceeds received after allocating issuance proceeds to the separable instruments issued with the notes and to the bifurcated contingent Share Settlement Feature. The notes are subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated Share Settlement Feature is initially measured at fair value which is included in the notes payable balance on the balance sheet and subsequently measured at fair value with changes in fair value recognized as a component of other income (expense) in the statements of operations. On January 28, 2021, the November 2020 Notes were fair valued and converted into 211,273 shares of the Company’s common stock. As of March 31, 2021, there is no Share Settlement Feature. Concentrations of Credit Risk and Off-balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits totaling $250,000. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. P roperty and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. Finite Lived Intangible Assets Finite-lived intangible assets are amortized on a straight-line basis over the asset’s estimated economic life and are tested for impairment based on undiscounted cash flows and, if impaired, are written down to fair value based on discounted cash flows. The identified intangible assets are amortized over 10 years for the acquired technology. Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows expected to result from the use and eventual disposition of an asset is less than its net book value, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of an asset. No impairment was recorded during the years ended March 31, 2021 and 2020. Fair Value Measurement The Company follows the accounting guidance in Accounting Standards Codification (“ASC”) 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of March 31, 2020, the Company’s notes payable are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The carrying value of the notes payable and the senior secured promissory notes approximate fair value due to the short-term maturity of these instruments. The carrying value of the senior secured convertible notes approximate fair value due to the recent issuance date. Warrant Liability The Company accounted for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrants issued by the Company have been estimated using the Monte Carlo simulation. As of March 31, 2021, all of the warrant liabilities have been reclassified to equity. Revenue Recognition The Company adopted the new revenue standard, ASC 606, on March 31, 2019 using the full retrospective approach. The adoption did not have an effect on 2021 or 2020 revenue recognition or a cumulative effect on opening equity, as the timing and measurement of revenue recognition is materially the same as under ASC 605. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation For contracts where the period between when the Company transfers a promised good or service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The Company’s performance obligation is to provide a development service that enhances an asset that the customer controls. The Company receives upfront payments in advance of providing services and payment upon reaching milestones. The Company is not able to reasonably measure the outcome of its performance obligations that are satisfied over time because it is in the early stages of the contracts. Therefore, the amount of performance that will be required in its contracts cannot be reliably estimated and the Company recognizes revenue up to the amount of costs incurred. On November 14, 2019, the Company entered into a new agreement with Asahi Glass Co., Ltd. (“Asahi”), which terminates the February 1, 2019 agreement as of June 16, 2019, (the “Effective Date”) of the new agreement. Under the terms of the new agreement, Asahi will pay the Company $0.1 million within 60 days of the Effective Date. The Company will provide three pieces of updated samples to Asahi by August 31, 2020. On December 10, 2019, the Company received the $0.1 million payment from Asahi and the Company delivered three pieces of updated samples to Asahi on September 28, 2020. Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, is expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company accounts for forfeited awards as they occur. Income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. In its financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. Net Loss per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. The following table presents the computation of basic and diluted net loss per common share: March 31, 2021 2020 Numerator: Net loss $ (40,755,125 ) $ (9,603,871 ) Denominator: Weighted-average common shares outstanding 9,583,681 5,427,520 Less: weighted-average shares subject to repurchase (732,530 ) (1,310,110 ) Denominator for basic and diluted net loss per share 8,851,151 4,117,410 Net loss per share: Basic and diluted $ (4.60 ) $ (2.33 ) Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2021 and 2020 are as follows: March 31, 2021 2020 Series A preferred stock 188,311 - Series B preferred stock 2,019,038 - Series C preferred stock 560,757 - Warrants to purchase common stock (excluding penny warrants) 3,883,083 1,660,016 Options to purchase common stock 10,861,940 1,937,833 Unvested restricted stock awards 777,778 1,250,003 Restricted stock units 1,061,905 - Convertible notes - 3,226,087 19,352,812 8,073,939 Emerging Growth Company The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging – (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, . In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, . In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements Warrants During the years ended March 31, 2021 and 2020, the Company issued 531,555 and 203,287 warrants related to its convertible notes. During the year ended March 31, 2021, in connection with the Company’s September 11, 2020 financing (see Note 9), the Company issued 265,267 warrants. The warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) on the statements of operations and disclosed in the financial statements. The weighted average summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants issued during the years ended March 31, 2021 and 2020 is as follows: Year Ended March 31, Year Ended March 31, Dividend yield 0 % 0 % Expected price volatility 50 % 50 % Risk free interest rate 0.11-0.41 % 1.61-2.18 % Expected term 4-5 years 4 years In October and December 2020, the Company issued amendments and new warrant agreements related to 685,351 warrants issued in connection with its convertible notes. The amendments and new warrant agreements reclassified the warrants from liabilities to equity. The warrants were measured at fair value on the amendment and new agreement dates, with the change in fair value recorded as other expense on the statement of operations, and reclassified to additional paid-in capital. In December 2020, the Company issued amendments related to the 265,267 warrants issued in connection with the Company’s September financing, which reclassified the warrants from liabilities to equity. The warrants were measured at fair value on the amendment date, with the change in fair value recorded as other expense on the statement of operations, and reclassified to additional paid-in capital. In January and March, 2021, the Company entered into note exchange agreements with certain of its noteholders. The note exchange agreements amended and restated 956,775 existing warrants, issued in connection with its convertible notes and new warrant agreements were issued totaling 2,090,847 warrants. The fair value of the existing 959,775 warrants was approximately $3.4 million on the amendment date, and the change in fair value was recorded as other expense on the statement of operations. As of March 31, 2021, using the Black-Scholes pricing model, the fair value of the restated warrants was approximately $4.9 million and were recorded as equity warrants. During the year ended March 31, 2021, the Company recorded a loss on extinguishment of approximately $1.5 million related to the new warrants. As of March 31, 2021, all of the Company’s warrants have been reclassified to equity. Convertible Notes Share Settlement Feature The derivative liability results from the share settlement provision featured within the convertible notes. The fair value of the Share Settlement Feature was estimated using the Monte Carlo simulation model on the dates the notes were issued and were subsequently revalued at January 28, 2021, the notes conversion date. There were no Share Settlement Features related to the Company’s convertible notes at March 31, 2020. The following table reflects the assumptions used in the Monte Carlo simulation model at the November 13, 2020 issuance date and at January 28, 2021 the notes conversion date: November 13, January 28, Risk Free Interest Rate 0.12 % 0.08 % Expected life (years) 1.00 - Expected dividend yield 0 % 0 % Expected volatility 50.0 % 50.0 % The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020: Fair value measured at March 31, 2020 Total carrying value at Quoted prices in Significant other Significant Liabilities: Warrant liability $ 1,733,718 $ - $ - $ 1,733,718 For the year ended March 31, 2021 there was a change of approximately $2.4 million in Level 3 liabilities measured at fair value. For the year ended March 31, 2020 there was a change of approximately $17,000 in Level 3 liabilities measured at fair value. The following table presents changes in Level 3 liabilities measured at fair value for the years ended March 31, 2021 and 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Warrant Share Settlement Liability Feature Balance at March 31, 2019 $ 1,398,616 $ - Issuance of warrants in connection with convertible notes 318,174 - Change in fair value 16,928 - Balance at March 31, 2020 $ 1,733,718 $ - Issuance of warrants in connection with convertible notes 942,449 225,186 Issuance of warrants in connection with financing 515,426 - Issuance of placement agent warrants 74,755 - Change in fair value 2,360,543 12,706 Reclassification of warrants to equity (5,626,891 ) - Conversion of notes payable - (237,892 ) Balance at March 31, 2021 $ - $ - |
Property & Equipment, Net
Property & Equipment, Net | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment, Net | Note 5 – Property & Equipment, Net Property and equipment, net, consists of the following: March 31, March 31, 2021 2020 Equipment $ 295,443 $ 148,814 Computers 10,805 5,440 Leasehold improvements 13,502 6,640 Total 319,750 160,894 Less accumulated depreciation and amortization (110,617 ) (68,265 ) Property and equipment, net $ 209,133 $ 92,629 Depreciation expense for the years ended March 31, 2021 and 2020 was $42,352 and $36,352, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 6 – Intangible Assets, Net Intellectual Property On January 31, 2016, the Company, entered into an IP agreement with HP to acquire a research license to determine the feasibility of incorporating HP’s electro-kinetic display technology in the Company’s products. Under the terms of the agreement, the license is to be used for research purposes only, has a purchase price of $200,000 for the technology and a two-year closing date. On April 12, 2016 the Company and HP entered into the first amendment to the agreement, which reduced the purchase price of the technology to $175,000, of which $75,000 was payable upon completion of the technology transfer and $100,000 was payable upon the first anniversary of the agreement’s effective date. The sales agreement entered into with HP concurrently with the first amendment to the agreement allocated $25,000 of the $200,000 purchase price to acquire equipment to be used in the research. On May 1, 2017, the Company and HP entered into the second amendment to the agreement which increased the purchase price for the technology to $375,000 and extended the closing date to January 31, 2020. Of such $375,000, $75,000 is payable upon completion of the technology transfer, $100,000 is payable upon the first anniversary of the agreement’s effective date, $100,000 is payable upon the second anniversary of the agreement’s effective date and $100,000 is payable upon the third anniversary of the agreement’s effective date. On March 10, 2019, the Company and HP entered into the third amendment to the agreement, which extended the closing date to January 31, 2021, enumerated certain intellectual property owned by HP that is not subject to the exclusive license granted to the Company and revised the schedule of fees payable by the Company to HP, such that $100,000 is payable upon the first anniversary of the agreement’s effective date, $100,000 is payable upon the second anniversary of the agreement’s effective date and $100,000 is payable before April 20, 2019. The parties subsequently agreed that such payment was not due until October 15, 2020. On October 5, 2020, the Company paid $25,000 and the remaining $75,000 was not due until January 21, 2021. Under the terms of the fourth amendment with HP (see details below), the $75,000 will be included in the purchase price for the option to purchase assignable patents, which was paid on February 9, 2021. Under the guidance of ASC 350, Intangibles – Goodwill and Other Intangibles HP Patents The Intellectual Property Agreement granted the Company an option to purchase the related assignable patents for a purchase price of $1.4 million and must be exercised at least 60 days prior to the closing date of January 31, 2021. The Company will be responsible for all costs associated with the assignable patents and will pay a royalty of 3.0% of the gross revenues received by the Company and its Affiliates for the sale, rental, license or other disposition of the licensed products. On February 4, 2021, the Company entered into the fourth amendment to the IP agreement with HP. Under the terms of the amendment, the parties agreed to amend the list of patent and patent applications, which includes two additional patents that are assignable to the Company by HP. The Company exercised the option to purchase the assignable patents and paid HP $1.55 million dollars on February 9, 2021. Upon assignment of the patents, the Company will pay HP a royalty fee based on the cumulative gross revenue received by the Company from the patents as follows: 1. Prior to December 31, 2029 ● Less than $70,000,000, royalty rate of 0.00% ● $70,000,000 - $500,000,000, royalty rate of 1.25% ● $500,000,000 and beyond, royalty rate of 1.00% 2. After January 1, 2030 and onward, royalty rate of 0.00% Under the terms of the amendment, HP waived any interest that would have been accrued on the open payable of $75,000 which was due from the Company related to the license agreement dated January 31, 2016. The carrying amounts related to the intangible assets as of March 31, 2021 and 2020 were as follows: March 31, March 31, 2021 2020 Patents $ 1,475,000 $ - Research license 375,000 375,000 Total 1,850,000 375,000 Accumulated amortization (200,478 ) (139,993 ) Research license, net $ 1,649,522 $ 235,007 The following table represents the total estimated amortization of intangible assets for the five succeeding years and thereafter as of March 31, 2021: Estimated Amortization Expense 2022 $ 187,709 2023 187,709 2024 188,224 2025 187,709 2026 898,171 Total $ 1,649,522 For the years ended March 31, 2021 and 2020, the Company recorded amortization expense of approximately $60,500 and $40,400, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7 – Accrued Expenses As of March 31, 2021 and 2020, the Company’s accrued expenses consisted of the following: March 31, March 31, Payroll and other expenses $ - $ 625,974 Consulting - 124,914 Directors and officers insurance financing 159,943 - Professional fees 49,199 - Other 1,756 14,313 Total $ 210,898 $ 765,201 |
Notes Payable
Notes Payable | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable: | Note 8 – Notes Payable: Notes payable at March 31, 2021 and 2020 consist of the following: March 31, March 31, PPP loan $ 438,500 $ - Notes payable, due January 1, 2018 - 50,000 Senior secured promissory note, due April 20, 2020 - 200,000 Senior secured convertible notes, due December 11, 2020 - June 3, 2021 - 3,238,535 438,500 3,488,535 Less: unamortized debt discount - (405,377 ) Total notes $ 438,500 $ 3,083,158 PPP loan On April 24, 2020 and March 3, 2021, the Company entered into Promissory Notes (the “PPP Notes”) with Newtek Corp AVB as the lender (the “Lender”), pursuant to which the Lender agreed to make a loans to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S. Small Business Administration (the “SBA”) in principal amounts of $197,200 and $233,300 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP Loan. The Company intends to use a significant majority of the Loan amount for Qualifying Expenses and is anticipating that the loans will be fully forgiven. The interest rate on the PPP Notes is a fixed rate of 1% per annum and the Notes mature in two years. The PPP Notes include events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Notes. On June 17, 2020, the Company received an Economic Injury Disaster Loan totaling $8,000 from the U.S. Small Business Administration. Notes Payable In June 2017, the Company issued notes payable with an aggregate principal balance of $50,000 for an equal amount of proceeds. The notes accrue interest at 15% per annum and were due and payable on January 1, 2018. Upon closing of a sale (or series of related sales) by the Company of its Preferred Stock prior to January 1, 2018, from which the Company receives gross proceeds of not less than $25,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale), the principal balance of the notes, and all accrued interest thereon, automatically convert into the number of Preferred Stock sold in such offering at a conversion price equal to the lower of: i) 80% of the offering price, or ii) a conversion price determined by dividing $1,000,000 by the then-outstanding fully-diluted common shares outstanding. The notes may also be converted by the holder on or after the maturity date into the number of Series Seed preferred stock of the Company determined by dividing $1,000,000 by the then-outstanding fully-diluted common shares outstanding. Upon certain defined fundamental transactions, the holder may either i) request conversion of the outstanding principal and accrued interest into the number of common shares of the Company at a conversion price determined by dividing $1,000,000 by the then-outstanding fully-diluted common shares outstanding, or ii) request cash settlement of the accrued interest and 200% of the outstanding principal. During the year ended March 31, 2021, the holders of the notes issued in June 2017, converted the note balances plus accrued interest into 398,010 shares of the Company’s common stock. On July 7, 2020, the Company entered into common stock purchase warrants with the note holders and issued 208,000 equity warrants to purchase shares of the Company’s common stock. Senior Secured Promissory Note On January 1, 2018, the Company issued a senior secured promissory note with a principal balance of $300,000, for proceeds of $250,000, resulting in an original issue discount of $50,000. The note is secured by the assets of the Company, has a maturity date of July 1, 2018 and may be prepaid at any time prior to the maturity date. The note bears no interest if the principal is repaid in full on or prior to the maturity date. Upon the occurrence of an event of default, the note will bear an annual interest rate of 10%. The discount is being amortized to interest expense over the term of the debt using the effective interest method. On April 1, 2019, the Company entered into the third amendment which extended the note term to July 1, 2019. On August 27, 2019, the Company entered into the fourth amendment which extended the note term to November 12, 2019. On January 20, 2020, the Company entered into the fifth amendment which extended the note term to April 20, 2020. As consideration for the extension, the Company issued 66,667 shares of its common stock at a fair value of $150,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, During the year ended March 31, 2021, the Company repaid the principal balance of $200,000 and accrued interest of approximately $56,000. Senior Secured Convertible Note On March 31, 2018, the Company issued a senior secured convertible notes with a principal balance of $315,000 for proceeds of $265,000, resulting in an original issue discount of $50,000. The notes bear interest at 12% per annum and mature on April 1, 2019. The notes are convertible by the holder at a price per common share equal to the lower of $3,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or 67% of the per share price of the Company’s first equity financing (“Variable Conversion Price”). Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The note is secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with issuance of the senior secured convertible notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 333,661 shares of the Company’s common stock at March 31, 2019. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured convertible notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured convertible notes of $123,481 with a corresponding credit to additional paid-in capital. Effective April 12, 2018, the holder transferred 20% of the 12% senior secured promissory note dated March 31, 2018 to a third party. On April 10, 2019, the Company entered into the first amendment to its senior secured promissory note dated March 31, 2018. The amendment extends the notes maturity date to July 1, 2019, and as consideration for the extension, the Company issued 25,000 shares of its common stock for a fair value of $61,500 or $2.46 per share to the note holders. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments On August 27, 2019, the Company entered into the second amendment to its senior secured promissory note which extended the note term to October 1, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On January 24, 2020, the Company entered into the third amendment to its senior secured promissory note which extended the note term to July 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $45,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, On August 24, 2020, the Company entered into the fourth amendment to its senior secured promissory note which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $83,000 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, On November 12, 2020, the Company entered into the fifth amendment to its senior secured promissory note which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of approximately $84,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrant dated March 31, 2018. (See “Note Conversion and Exchange Agreements” below). Financing Agreement On May 23, 2018, the Company entered into a Financing Agreement to facilitate the growth of the Company and the Company’s strategy for public listing by way of the filing of a Registration Statement Form S-1 with the U.S. Securities and Exchange Commission. The financing will consist of Four Investment Units of Senior Secured Notes with a minimum amount of $1.0 million and a maximum of $4.0 million. The lead investor will participate in this offering for a minimum of $500,000. Each Investment Unit will have a minimum amount of $250,000 and consist of a Senior Secured Note. These Notes will be secured by any and all stock held by the Company’s management and all assets held by the Company and its subsidiaries. On May 7, 2020 the Company entered into the first amendment to the Convertible Note Purchase Agreement which increases the aggregate borrowing from $4.0 million to $5.5 million. Under the Convertible Note Purchase Agreement, the Company has issued convertible notes of approximately $5.3 million. During the year ended March 31, 2021, the Company issued senior secured convertible notes with a principal balance of $2,081,000 for proceeds of approximately $2,050,000, resulting in an original issue discount of $31,000. 12% Senior Secured Convertible Promissory Notes On May 31, 2018, July 11, 2018, and July 27, 2018 the Company entered into senior secured convertible promissory notes to its senior secured convertible note issued on March 31, 2018, which provides the Company an additional $274,050 with an OID of $19,050 for net proceeds of $255,000. The notes bear interest at 12% per annum and mature on one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $3,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or 67% of the per share price of the Company’s first equity financing (“Variable Conversion Price”). Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The note is secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with issuance of the senior secured convertible promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 282,997 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured convertible promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured convertible promissory notes of $116,779 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory notes and related warrants dated May and July 2018. (See “Note Conversion and Exchange Agreements” below). 8% Senior Secured Convertible Promissory Notes On August 13, 2018, November 14, 2018, December 24, 2018 and December 28, 2018, the Company entered into senior secured promissory notes for $1,082,474. The notes have an OID of $102,474 and the company received net proceeds of $980,000. The Company received proceeds of $750,000 related to its August 13, 2018 senior secured promissory note, of which $500,000 was disbursed to the Company and $250,000 was held in an escrow account. As of December 31, 2018, the $250,000 of proceeds held in escrow were disbursed to the Company. The notes bear interest at 8% per annum and the August and December notes mature one year from the issuance date. The November note matures on August 10, 2019 and the maturity date may be extended to August 10, 2020. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. Effective August 13, 2018, the holder transferred 20% of the 12% senior secured promissory notes dated May 31, 2018, July 11, 2018 and July 27, 2018 and 20% of the 8% senior secured promissory note dated August 13, 2018, to a third party. On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory notes dated May 31, 2018, July 11, 2018, July 27, 2018 and August 13, 2018, which extended the notes term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the notes term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the notes term to July 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $45,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, Debt Modifications and Extinguishments, Debt Modifications and Extinguishments, On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated August 13, 2018. (See “Note Conversion and Exchange Agreements” below). On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory note dated November 14, 2018, which extended the note term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the note term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments Debt Modifications and Extinguishments Debt Modifications and Extinguishments, Debt Modifications and Extinguishments, During the three months ended December 31, 2020, the Company recorded default principal of approximately $51,500, increasing the November 14, 2018 senior secured promissory note’s principal balance to approximately $309,000. On January 28, 2021, the holder of the senior secured promissory note issued on November 14, 2018, converted the notes principal balance of approximately $0.3 million plus accrued interest of $0.1 million into 136,782 shares of the Company’s common stock. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, Debt Modifications and Extinguishments, On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $3,750 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, Debt Modifications and Extinguishments, During the year ended March 31, 2021, the holders of the notes issued on December 24, 2018 and December 28, 2018, converted the note principal balances of approximately $52,000 plus accrued interest of $6,000 into 21,296 shares of the Company’s common stock. From January 11, 2019 through March 31, 2019, the Company entered into senior secured promissory notes for net proceeds totaling $521,000, recorded an OID of $46,010 and a principal balance totaling $567,010. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 9 – Stockholders’ Deficit Preferred Stock As of March 31, 2021 and 2020, there were 50,000,000 shares authorized of the Company’s preferred stock, par value $0.0001 . Series A Preferred Sock On January 5, 2021, the Company’s Board of Directors authorized 300 shares of Series A preferred stock with a par value of $0.0001 per share. Each preferred share of Series A preferred stock will have a stated valued of $1,000 per share. From and after the second anniversary the holders of the Series A preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series A preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series A preferred stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series A preferred stock has no voting rights. Each share of Series A preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series A preferred stock by the conversion price. The conversion price for the Series A preferred stock shall equal $1.3329, subject to adjustment. During the year ended March 31, 2021, the Company issued 251 shares of its Series A preferred stock in connection with the conversion of its convertible notes. Series B Preferred Stock On January 22, 2021, the Company’s Board of Directors authorized 1,500 shares of Series B preferred stock with a par value of $0.0001 per share. Each preferred share of Series B preferred stock will have a stated valued of $1,000 per share. From and after the second anniversary the holders of the Series B preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series B preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series B preferred stock has no voting rights. Each share of Series B preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series B preferred stock by the conversion price. The conversion price for the Series B preferred stock shall equal $0.7149, subject to adjustment. During the year ended March 31, 2021, the Company issued 1,443 shares of its Series B preferred stock in connection with the conversion of its convertible notes. Series C Preferred Stock On February 19, 2021, the Company’s Board of Directors authorized 600,000 shares of Series C preferred stock with a par value of $0.0001 per share. Each preferred share of Series C preferred stock will have a stated valued of $1.00 per share. From and after the second anniversary the holders of the Series C preferred stock shall be entitled to receive, quarterly cumulative dividends or distributions at the annual rate of 8% of the stated value per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C preferred stock). Such dividend shall be paid in cash or at the direction of the Company’s Board of Directors, in duly authorized, validly issued, fully paid and non-assessable shares of common stock, or a combination thereof. All declared but unpaid dividends on shares of Series C preferred stock shall increase the stated value of such shares, but when such dividends are actually paid any such increase in the stated value shall be rescinded. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C preferred stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the Company’s common stock or other junior securities. The Series C preferred stock has no voting rights. Each share of Series C preferred stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such shares of Series C preferred stock by the conversion price. The conversion price for the Series C preferred stock shall equal $0.893, subject to adjustment. During the year ended March 31, 2021, the Company issued 500,756 shares of its Series C preferred stock in connection with the conversion of its convertible notes. Common Stock Public Offering On January 26, 2021, the Company entered into an underwriting agreement relating to the public offering of its common stock, par value $0.0001 per share. The Company agreed to sell 4,772,500 shares of its common stock to the underwriters, at a purchase price per share of $4.14 (the offering price to the public of $4.50 per share minus the underwriters’ discount). On January 28, 2021, the Company received net proceeds from its public offering of approximately $19.3 million, net of underwriter fees and commissions of approximately $1.7 million, and offering costs of $0.4 million. In connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 381,800 shares of its common stock. The warrant is exercisable beginning on the date that is 180 days after the date on which the Registration Statement becomes effective until the date that is five years after the date on which the Registration Statement becomes effective. The exercise price of the warrant is $5.625. Financing On September 11, 2020, the Company, entered into a securities purchase agreement with certain institutional and accredited investors to sell an aggregate of 463,333 unregistered shares of the Company’s common stock, par value $0.0001 per share and 231,667 warrants to purchase common stock in a private placement transaction, for gross proceeds of approximately $1.7 million. The shares were issued at a price of $1.25 per share. The warrants have a five-year term and an exercise price of $1.50 per share. The Company is not required to issue common stock upon exercise of any portion of a warrant if doing so results in the warrant holder beneficially owning more than 4.99% of the outstanding common stock after giving effect to such exercise. In connection with the September 11, 2020 financing, the Company paid transaction fees of approximately $139,000, and issued 36,033 common stock warrants to its placement agent. The placement agent warrants have the same terms as the warrants issued with the private placement. Under the guidance of ASC 815, Derivatives and Hedging Restricted Stock During the year ended March 31, 2021, the Company issued 3 shares of common stock and 1,571,428 shares of fully vested restricted common stock to its Chief Executive Officer. The Company purchased 166,667 shares of the restricted stock, at a fair value of approximately $0.5 million, to cover the withholding taxes related to the restricted stock. During the year ended March 31, 2021, the Company issued 800,000 shares of restricted common stock to its Chief Operating Officer and Chief Marketing Officer. (See Note 10). Stock Issued for Services During the year ended March 31, 2021, the Company issued 108,792 shares of its common stock with a fair value of approximately $0.3 million to consultants. On April 27, 2020, the Company issued 54,149 shares of its common stock in satisfaction of accounts payable of approximately $122,000 owed for advisory services. Convertible Notes During the year ended March 31, 2021, the Company issued shares of its common stock, Series A preferred stock, Series B preferred stock and Series C preferred stock with a fair value of approximately $17.1 million upon conversion of its senior secured convertible notes. The Company issued 2,830,079 shares of its common stock with a fair value of $10.6 million upon conversion. The Company issued 251 shares of its Series A preferred stock with a fair value of approximately $1.3 million, which is convertible into 188,311 shares of the Company’s common stock. The Company issued 1,443 shares of its Series B preferred stock with a fair value of approximately $9.4 million, which is convertible into 2,019,038 shares of the Company’s common stock. The Company issued 500,756 shares of its Series C preferred stock with a fair value of approximately $2.4 million, which is convertible into 560,757 shares of common stock. The Company recorded a repurchased beneficial conversion feature of approximately $6.6 million in connection with its note exchange agreements. (See Note 8). During the year ended March 31, 2021, the Company issued 366,667 shares of its common stock with a fair value of approximately $1.1 million in connection with its convertible notes. Warrants On June 6, 2020, the Company issued a warrant to purchase 116,667 shares of the Company’s common stock with a fair value of approximately $0.1 million. The warrant was exercised on a cashless basis on June 30, 2020, and the Company issued 97,222 shares of its common stock. On February 16, 2021, the Company issued 53,093 shares of its common stock in connection with the exercise of 53,093 common stock warrants for cash of approximately $0.2 million. During the year ended March 31, 2021, the Company issued 166,106 shares of its common stock in connection with the exercise of 166,667 common stock warrants on a cashless basis. Stock Options During the year ended March 31, 2021, the Company issued 25,000 shares of its common stock in connection with the exercise of stock options, with an exercise price of $0.15 per share. During April 2021, the Company received proceeds of $3,750. |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Stock and Stock Options: | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation, Restricted Stock and Stock Options: | Note 10 – Stock-Based Compensation, Restricted Stock and Stock Options: On December 16, 2020, the Company adopted its 2020 Long-Term Incentive Plan ( the “2020 Plan”). Under the 2020 Plan, there are 5,333,333 shares of the Company’s common stock available for issuance and the 2020 Plan has a term of 10 years. The available shares in the 2020 Plan will automatically increase on the first trading day in January of each calendar year during the term of this Plan, commencing with January 2021, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 shares of common stock or (iii) such number of shares of common stock as may be established by the Company’s Board of Directors. The Company grants equity-based compensation under its 2020 Plan and its 2016 Equity Incentive Plan (the “2016 Plan”). The 2020 Plan and 2016 Plan allows the Company to grant incentive and nonqualified stock options, and shares of restricted stock to its employees, directors and consultants. As of March 31, 2021, there is a total of 7,333,333 shares of the Company’s common stock available under the 2016 Plan. Stock-based compensation: The Company recognized total expenses for stock-based compensation during the years ended March 31, 2021 and 2020, which are included in the accompanying statements of operations, as follows: Years ended March 31, 2021 2020 Research and development expenses $ 2,444,148 $ 1,759,725 Selling, general and administrative expenses 11,987,284 3,355,964 Total stock-based compensation $ 14,431,432 $ 5,115,689 Restricted stock units: Upon the Company’s uplisting to Nasdaq in January 2021, the Company granted 1,061,905 restricted stock units with a fair value of approximately $4.7 million to the Company’s Chief Executive Officer. During the year ended March 31, 2021, the Company recognized stock-based compensation of approximately $0.8 million, and as of March 31, 2021, unrecognized stock-based compensation totaled approximately $3.9 million related to the restricted stock units. Restricted stock awards: A summary of the Company’s restricted stock activity during the years ended March 31, 2021 and 2020 is as follows: Number of Weighted Unvested at March 31, 2019 - $ - Granted 2,000,000 $ 2.46 Vested (749,997 ) $ 2.46 Unvested at March 31, 2020 1,250,003 $ 2.46 Granted 2,371,428 $ 3.47 Canceled (1,310,003 ) $ 2.38 Vested (1,533,650 ) $ 2.67 Unvested at March 31, 2021 777,778 $ 5.12 During the year ended March 31, 2021, the Company issued 1,571,428 shares of fully vested restricted common stock to its Chief Executive Officer. The Company repurchased 166,667 shares of the restricted stock. In December 2020, the Company canceled 2,000,000 shares of its vested and unvested restricted common stock with a fair value of approximately $0.9 million issued to officers and employees, in exchange for 4,461,130 options to purchase shares of the Company’s common stock with a fair value of approximately $10.2 million (See Stock Options). During the year ended March 31, 2021, the Company issued 800,000 shares of restricted stock to an officer of the Company and a consultant. The fair value of the restricted shares is approximately $4.1 million and the shares vest equally over period of 3 years. The fair value of restricted stock awards is measured based on their fair value at the grant date and amortized over the vesting period, which is generally 2-3 years. As of March 31, 2021, the unrecognized stock-based compensation expense related to restricted stock awards was approximately $3.7 million which is expected to be recognized over a weighted-average period of 1.5 years. Stock Options: The Company provides stock-based compensation to employees, directors and consultants under the Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company granted 8,949,107 stock options during the year ended March 31, 2021 and did not grant stock options during the year ended March 31, 2020. The following was used in determining the fair value of stock options granted during the year ended March 31, 2021. Year ended March 31, Dividend yield 0% Expected price volatility 50% Risk free interest rate 0.16% - 0.94% Expected term 1-7 years A summary of activity under the Plan for the years ended March 31, 2021 and 2020 is as follows: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding at March 31, 2019 1,937,833 $ 0.54 9.2 $ 3,720,395 Outstanding at March 31, 2020 1,937,833 $ 0.54 8.2 $ 4,243,610 Granted 8,949,107 $ 3.23 8.4 Exercised (25,000 ) $ 0.15 - Outstanding at March 31, 2021 10,861,940 $ 2.73 8.0 $ 17,523,650 Exercisable at March 31, 2021 10,382,079 $ 2.64 8.0 $ 17,361,817 On June 22, 2020, the Company’s Board of Directors adopted a resolution to accelerate the vesting of all options granted to be fully vested as of June 22, 2020. During the year ended March 31, 2021, the Company granted 3,854,088 options to purchase shares of its common stock with a fair value of approximately $6.0 million to the Company’s Board of Directors, executives and employees. The options vest over a period of one month – 2 years. On December 30, 2020, the Company granted 4,464,463 options to purchase shares of its common stock with a fair value of approximately $10.2 million to its officers and employees, in exchange for 2,000,000 shares of vested and non-vested restricted common shares. The options vest on the 90 day anniversary of the grant date. The restricted stock had a fair value of approximately $0.9 million on the date the shares were canceled. The incremental fair value of $1.2 million related to the options will be recognized as stock-based compensation expense over the 90 day vesting period. During the year ended March 31, 2021, the Company granted 630,556 options to purchase shares of its common stock with a fair value of approximately $0.9 million for consulting services. As of March 31, 2021, the Company had approximately $1.0 million of unrecognized compensation expense related to options granted under the Company’s equity incentive plan, which is expected to be recognized over a weighted-average period of 1.8 years. Warrants: A summary of the Company’s warrant (excluding penny warrants) activity during the year ended March 31, 2021 is as follows: Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding at March 31, 2020 1,281,852 $ 1.91 3.0 $ - Issued 3,727,765 $ 2.95 4.7 Exercised (169,760 ) $ 4.17 - Canceled (956,775 ) $ 1.67 - Outstanding at March 31, 2021 3,883,083 $ 2.49 4.6 $ 7,763,341 Exercisable at March 31, 2021 3,267,698 $ 1.93 4.1 $ 6,320,439 During the year ended March 31, 2021, the Company issued 116,667 warrants to purchase shares of the Company’s common stock. The warrants were exercised on a cashless basis on June 30, 2020, and the Company issued 97,222 shares of its common stock. During the year ended March 31, 2021, the Company issued 398,896 warrants to purchase common stock in connection with the Company’s private placement transactions. During the year ended March 31, 2021 the Company issued 208,000 warrants to purchase shares of the Company’s common stock and recorded a $0.2 million loss on issuance of these common stock warrants. On January 26, 2021, in connection with the Company’s public offering, the Company issued a warrant to the underwriters to purchase 381,800 shares of its common stock. (See Note 9). During the year ended March 31, 2021, 53,093 warrants were exercised for cash of approximately $0.2 million and the Company issued 53,093 shares of its common stock. During the year ended March 31, 2021, the Company amended and restated 956,775 warrants related to its convertible notes and issued replacement warrants totaling 2,090,847. (See Note 8). During the year ended March 31, 2021, the Company issued 531,555 warrants in connection with its convertible notes. The Company estimated the fair value of the warrants using the Black-Scholes pricing model as follows: Year ended March 31, Expected price volatility 50.0 % Risk free interest rate 0.4% - 2.4 % Expected term 5 years |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes As of March 31, 2021, the Company has net operating loss carryforwards of approximately $14 million and $14 million available to reduce future taxable income, for federal and state income tax purposes, respectively. Under the Tax Cuts and Jobs Act, all federal NOLs incurred after December 31, 2017 are carried forward indefinitely. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the limitation of NOL utilization up to 80% of taxable income limitation is temporarily removed, allowing NOLs to fully offset taxable income. $25,523 of the federal NOL will expire in 2037. The state net operating loss carryforwards will begin to expire in 2037. Under the Internal Revenue Code (“IRC”) Section 382, annual use of the Company’s net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of March 31, 2021. The Company has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets. The federal and state tax returns beginning with the year ended December 31, 2017 are currently open for examination under the applicable federal and state income tax statutes of limitations. The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: As of March 31, 2021 2020 Deferred tax assets: Accrued vacation $ - $ 2,489 Accrued payroll 147,307 - Stock-based compensation 544,158 544,158 Net operating loss 3,678,886 2,410,744 Total deferred income tax assets 4,370,351 2,957,391 Deferred income tax liabilities: Fixed assets (712 ) (532 ) Development technology (20,017 ) (20,017 ) Total deferred income tax liabilities (20,729 ) (20,549 ) Net deferred income tax assets 4,349,622 2,936,842 Valuation allowance (4,349,622 ) (2,936,842 ) Deferred tax asset, net of allowance $ - $ - A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: For the year ended 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 1.1 % 4.9 % Stock-based compensation (7.3 )% (1.2 )% Loss on extinguishment of debt (7.3 )% - % Loss on exchange of notes payable for common stock and warrants (0.8 )% - % Change in fair value of warrant liability (1.2 )% - % Deferred tax true-up (2.0 )% (0.3 )% Change in valuation allowance (3.5 )% (24.5 )% Income taxes provision (benefit) - % - % The Company has not identified any uncertain tax positions requiring a reserve as of March 31, 2021 and 2020. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. The Company did not accrue either interest or penalties for the years ended March 31, 2021 and 2020. The Company has not been under tax examination in any jurisdiction for the years ended March 31, 2021 and 2020. |
Related Parties
Related Parties | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 12 – Related Parties As of March 31, 2020, the Company owed approximately $50,000 for net advances from Mr. Doug Croxall, the Company’s chief executive officer. The advances were non-interest bearing, and a formal agreement had not been finalized as of the date of this report. There were no amounts owed to Mr. Croxall as of March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Leases Oregon State University On March 8, 2016, the Company entered into a lease agreement with Oregon State University, to lease office and laboratory space located at HP Campus Building 11, 1110 NE Circle Blvd, Corvallis, Oregon, for approximately $400 monthly. On July 1, 2016, the Company entered into the first amendment to the lease agreement which increased the monthly lease expense to approximately $1,200. On October 1, 2017, the Company entered into a sublease agreement, which provides for additional office space and the monthly lease payment increased to approximately $1,800. The lease expired on June 30, 2018 and the Company extended the lease through June 30, 2019. The monthly lease payment increased to approximately $4,500 for the months ended June 30 2018 through November 30, 2018, and increased to approximately $7,550 for the months ended December 31, 2018 through June 30, 2019. On July 1, 2019, the Company entered into the fourth amendment to its lease with Oregon State University, which extends the lease expiration date to June 30, 2022. Beginning on July 1, 2020, and each July 1 thereafter, the monthly Operating Expense Reimbursement, as defined will be increased by no more than three percent. On July 1, 2020, the Company entered into the fifth amendment to its lease with Oregon State University which adjusts the Operating Expense Reimbursement payment due dates from monthly to quarterly, with the payments due in advance on the first of July, October, January and April. Effective July 1, 2020, the quarterly operating expense will be $23,097. Hudson 11601 Wilshire, LLC On March 4, 2021, the Company entered into a lease agreement with Hudson 11601 Wilshire, LLC, to lease 3,500 square feet of office space located in Los Angeles, California. The lease term is 39 months and expires on June 30, 2024. The monthly lease expense is as follows: ● Months 1-12 - $18,375.00 ● Months 13-24 - $19,018.13 ● Months 25-36 - $19,683.76 ● Months 37-39 - $20,372.69 The Company paid a security deposit totaling $20,373 at the lease inception date. On May 4, 2021, the Company entered into a lease agreement with HP Inc. to lease office and lab space located in Corvallis, Oregon. The lease term is 5 years and the lease commencement date is April 1, 2021. The monthly lease expense is $7,388 and increases 3% on each anniversary of the lease commencement date. The Company will pay a security deposit totaling $8,315. The Company has the option to extend the lease for an additional 5 years During the years ended March 31, 2021 and 2020, the Company recognized rent expense of approximately $0.1 million for each period, respectively. As of March 31, 2021, future minimum payments are as follows: Year ended March 31, 2022 $ 384,904 Year ended March 31, 2023 326,002 Year ended March 31, 2024 313,643 Year ended March 31, 2025 144,275 Year ended March 31, 2026 99,783 Total $ 1,268,607 Litigation In August 2019, Spencer Clarke LLC (“Spencer Clarke”) filed a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, Index No. 654592/2019. Spencer Clarke has asserted claims arising from a 2018 Placement Agent Agreement (the “Placement Agent Agreement”) under which Spencer Clarke agreed to assist the Company in raising money for a potential public offering. Spencer Clarke claims that the Company failed to make certain payments under that Placement Agent Agreement. On September 27, 2019, the Company filed a motion to dismiss the complaint. On October 7, 2019, Spencer Clarke amended the complaint. On November 8, 2019, the Company filed an Answer and asserted Counterclaims against Spencer Clarke alleging breach of contract, anticipatory repudiation, and tortious interference with prospective business relations. The Company disputes that it owes any money to Spencer Clarke and is vigorously defending the claims against it. From time to time, the Company is also involved in various other claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on its financial position, results of operations, liquidity or capital resources. Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third party proprietary rights or to establish the Company’s proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events The Company has evaluated all events that occurred after the balance sheet date of March 31, 2021, through June 18, 2021, the date when financial statements were available to be issued to determine if they must be reported. The Company’s subsequent events are as follows: Common Stock Subsequent to March 31, 2021, the Company issued 26,261 shares of its common stock with a fair value of approximately $0.1 million or $3.81 per share in exchange for consulting services. Stock Options Subsequent to March 31, 2021, the Company granted 85,000 options to purchase shares of the Company’s common stock to an employee of the Company. The options have a fair value of approximately $0.2 million. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as determined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and include all adjustments necessary for the fair presentation of its balance sheet, results of operations and cash flows for the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 expenses during the reporting period. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. There were no cash equivalents as of March 31, 2021 and 2020. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. In November 2020 (the “November 2020 Notes”), the Company entered into note agreements that were determined to have embedded derivative instruments in the form of a contingent put option (“Share Settlement Feature”). The notes are recognized at the value of proceeds received after allocating issuance proceeds to the separable instruments issued with the notes and to the bifurcated contingent Share Settlement Feature. The notes are subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated Share Settlement Feature is initially measured at fair value which is included in the notes payable balance on the balance sheet and subsequently measured at fair value with changes in fair value recognized as a component of other income (expense) in the statements of operations. On January 28, 2021, the November 2020 Notes were fair valued and converted into 211,273 shares of the Company’s common stock. As of March 31, 2021, there is no Share Settlement Feature. |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of Credit Risk and Off-balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits totaling $250,000. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. |
Property and Equipment | roperty and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, generally three to ten years. |
Finite Lived Intangible Assets | Finite Lived Intangible Assets Finite-lived intangible assets are amortized on a straight-line basis over the asset’s estimated economic life and are tested for impairment based on undiscounted cash flows and, if impaired, are written down to fair value based on discounted cash flows. The identified intangible assets are amortized over 10 years for the acquired technology. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows expected to result from the use and eventual disposition of an asset is less than its net book value, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of an asset. No impairment was recorded during the years ended March 31, 2021 and 2020. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in Accounting Standards Codification (“ASC”) 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of March 31, 2020, the Company’s notes payable are classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. The carrying value of the notes payable and the senior secured promissory notes approximate fair value due to the short-term maturity of these instruments. The carrying value of the senior secured convertible notes approximate fair value due to the recent issuance date. |
Warrant Liability | Warrant Liability The Company accounted for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the warrants issued by the Company have been estimated using the Monte Carlo simulation. As of March 31, 2021, all of the warrant liabilities have been reclassified to equity. |
Revenue Recognition | Revenue Recognition The Company adopted the new revenue standard, ASC 606, on March 31, 2019 using the full retrospective approach. The adoption did not have an effect on 2021 or 2020 revenue recognition or a cumulative effect on opening equity, as the timing and measurement of revenue recognition is materially the same as under ASC 605. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation For contracts where the period between when the Company transfers a promised good or service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The Company’s performance obligation is to provide a development service that enhances an asset that the customer controls. The Company receives upfront payments in advance of providing services and payment upon reaching milestones. The Company is not able to reasonably measure the outcome of its performance obligations that are satisfied over time because it is in the early stages of the contracts. Therefore, the amount of performance that will be required in its contracts cannot be reliably estimated and the Company recognizes revenue up to the amount of costs incurred. On November 14, 2019, the Company entered into a new agreement with Asahi Glass Co., Ltd. (“Asahi”), which terminates the February 1, 2019 agreement as of June 16, 2019, (the “Effective Date”) of the new agreement. Under the terms of the new agreement, Asahi will pay the Company $0.1 million within 60 days of the Effective Date. The Company will provide three pieces of updated samples to Asahi by August 31, 2020. On December 10, 2019, the Company received the $0.1 million payment from Asahi and the Company delivered three pieces of updated samples to Asahi on September 28, 2020. |
Research and Development | Research and Development Research and development costs, including in-process research and development acquired as part of an asset acquisition for which there is no alternative future use, is expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The Company accounts for forfeited awards as they occur. |
Income taxes | Income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. In its financial statements, the Company utilizes an expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of valuation allowance related to the Company’s net operating loss carryforward as a result of the historical losses of the Company. |
Net Loss per Share | Net Loss per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. The following table presents the computation of basic and diluted net loss per common share: March 31, 2021 2020 Numerator: Net loss $ (40,755,125 ) $ (9,603,871 ) Denominator: Weighted-average common shares outstanding 9,583,681 5,427,520 Less: weighted-average shares subject to repurchase (732,530 ) (1,310,110 ) Denominator for basic and diluted net loss per share 8,851,151 4,117,410 Net loss per share: Basic and diluted $ (4.60 ) $ (2.33 ) Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2021 and 2020 are as follows: March 31, 2021 2020 Series A preferred stock 188,311 - Series B preferred stock 2,019,038 - Series C preferred stock 560,757 - Warrants to purchase common stock (excluding penny warrants) 3,883,083 1,660,016 Options to purchase common stock 10,861,940 1,937,833 Unvested restricted stock awards 777,778 1,250,003 Restricted stock units 1,061,905 - Convertible notes - 3,226,087 19,352,812 8,073,939 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging – (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, . In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, . In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its financial statements and related disclosures. |
Emerging Growth Company | Emerging Growth Company The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | March 31, 2021 2020 Numerator: Net loss $ (40,755,125 ) $ (9,603,871 ) Denominator: Weighted-average common shares outstanding 9,583,681 5,427,520 Less: weighted-average shares subject to repurchase (732,530 ) (1,310,110 ) Denominator for basic and diluted net loss per share 8,851,151 4,117,410 Net loss per share: Basic and diluted $ (4.60 ) $ (2.33 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | March 31, 2021 2020 Series A preferred stock 188,311 - Series B preferred stock 2,019,038 - Series C preferred stock 560,757 - Warrants to purchase common stock (excluding penny warrants) 3,883,083 1,660,016 Options to purchase common stock 10,861,940 1,937,833 Unvested restricted stock awards 777,778 1,250,003 Restricted stock units 1,061,905 - Convertible notes - 3,226,087 19,352,812 8,073,939 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of significant unobservable inputs used in measuring warrants | Year Ended March 31, Year Ended March 31, Dividend yield 0 % 0 % Expected price volatility 50 % 50 % Risk free interest rate 0.11-0.41 % 1.61-2.18 % Expected term 4-5 years 4 years |
Schedule of convertible notes share settlement feature | November 13, January 28, Risk Free Interest Rate 0.12 % 0.08 % Expected life (years) 1.00 - Expected dividend yield 0 % 0 % Expected volatility 50.0 % 50.0 % |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Fair value measured at March 31, 2020 Total carrying value at Quoted prices in Significant other Significant Liabilities: Warrant liability $ 1,733,718 $ - $ - $ 1,733,718 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Warrant Share Settlement Liability Feature Balance at March 31, 2019 $ 1,398,616 $ - Issuance of warrants in connection with convertible notes 318,174 - Change in fair value 16,928 - Balance at March 31, 2020 $ 1,733,718 $ - Issuance of warrants in connection with convertible notes 942,449 225,186 Issuance of warrants in connection with financing 515,426 - Issuance of placement agent warrants 74,755 - Change in fair value 2,360,543 12,706 Reclassification of warrants to equity (5,626,891 ) - Conversion of notes payable - (237,892 ) Balance at March 31, 2021 $ - $ - |
Property & Equipment, Net (Tabl
Property & Equipment, Net (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | March 31, March 31, 2021 2020 Equipment $ 295,443 $ 148,814 Computers 10,805 5,440 Leasehold improvements 13,502 6,640 Total 319,750 160,894 Less accumulated depreciation and amortization (110,617 ) (68,265 ) Property and equipment, net $ 209,133 $ 92,629 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amounts for research license | March 31, March 31, 2021 2020 Patents $ 1,475,000 $ - Research license 375,000 375,000 Total 1,850,000 375,000 Accumulated amortization (200,478 ) (139,993 ) Research license, net $ 1,649,522 $ 235,007 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated Amortization Expense 2022 $ 187,709 2023 187,709 2024 188,224 2025 187,709 2026 898,171 Total $ 1,649,522 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | March 31, March 31, Payroll and other expenses $ - $ 625,974 Consulting - 124,914 Directors and officers insurance financing 159,943 - Professional fees 49,199 - Other 1,756 14,313 Total $ 210,898 $ 765,201 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, March 31, PPP loan $ 438,500 $ - Notes payable, due January 1, 2018 - 50,000 Senior secured promissory note, due April 20, 2020 - 200,000 Senior secured convertible notes, due December 11, 2020 - June 3, 2021 - 3,238,535 438,500 3,488,535 Less: unamortized debt discount - (405,377 ) Total notes $ 438,500 $ 3,083,158 |
Schedule of Assets and Associated Liabilities Accounted for as Secured Borrowings [Table Text Block] | March 31, Principal value of convertible notes $ 3,238,535 Original issue discount (247,535 ) Discount resulting from allocation of proceeds to warrant liability (1,119,866 ) Discount resulting from beneficial conversion feature (531,730 ) Discount resulting from issuance of common stock (647,250 ) Amortization of discount 2,141,004 Net carrying value of Senior Secured Convertible Notes $ 2,833,158 |
Stock-Based Compensation, Res_2
Stock-Based Compensation, Restricted Stock and Stock Options: (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Years ended March 31, 2021 2020 Research and development expenses $ 2,444,148 $ 1,759,725 Selling, general and administrative expenses 11,987,284 3,355,964 Total stock-based compensation $ 14,431,432 $ 5,115,689 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of Weighted Unvested at March 31, 2019 - $ - Granted 2,000,000 $ 2.46 Vested (749,997 ) $ 2.46 Unvested at March 31, 2020 1,250,003 $ 2.46 Granted 2,371,428 $ 3.47 Canceled (1,310,003 ) $ 2.38 Vested (1,533,650 ) $ 2.67 Unvested at March 31, 2021 777,778 $ 5.12 |
Share-based Payment Arrangement, Option and Stock Appreciation Rights, Activity [Table Text Block] | Year ended March 31, Dividend yield 0% Expected price volatility 50% Risk free interest rate 0.16% - 0.94% Expected term 1-7 years |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding at March 31, 2019 1,937,833 $ 0.54 9.2 $ 3,720,395 Outstanding at March 31, 2020 1,937,833 $ 0.54 8.2 $ 4,243,610 Granted 8,949,107 $ 3.23 8.4 Exercised (25,000 ) $ 0.15 - Outstanding at March 31, 2021 10,861,940 $ 2.73 8.0 $ 17,523,650 Exercisable at March 31, 2021 10,382,079 $ 2.64 8.0 $ 17,361,817 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding at March 31, 2020 1,281,852 $ 1.91 3.0 $ - Issued 3,727,765 $ 2.95 4.7 Exercised (169,760 ) $ 4.17 - Canceled (956,775 ) $ 1.67 - Outstanding at March 31, 2021 3,883,083 $ 2.49 4.6 $ 7,763,341 Exercisable at March 31, 2021 3,267,698 $ 1.93 4.1 $ 6,320,439 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year ended March 31, Expected price volatility 50.0 % Risk free interest rate 0.4% - 2.4 % Expected term 5 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of March 31, 2021 2020 Deferred tax assets: Accrued vacation $ - $ 2,489 Accrued payroll 147,307 - Stock-based compensation 544,158 544,158 Net operating loss 3,678,886 2,410,744 Total deferred income tax assets 4,370,351 2,957,391 Deferred income tax liabilities: Fixed assets (712 ) (532 ) Development technology (20,017 ) (20,017 ) Total deferred income tax liabilities (20,729 ) (20,549 ) Net deferred income tax assets 4,349,622 2,936,842 Valuation allowance (4,349,622 ) (2,936,842 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the year ended 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 1.1 % 4.9 % Stock-based compensation (7.3 )% (1.2 )% Loss on extinguishment of debt (7.3 )% - % Loss on exchange of notes payable for common stock and warrants (0.8 )% - % Change in fair value of warrant liability (1.2 )% - % Deferred tax true-up (2.0 )% (0.3 )% Change in valuation allowance (3.5 )% (24.5 )% Income taxes provision (benefit) - % - % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year ended March 31, 2022 $ 384,904 Year ended March 31, 2023 326,002 Year ended March 31, 2024 313,643 Year ended March 31, 2025 144,275 Year ended March 31, 2026 99,783 Total $ 1,268,607 |
Organization and Description _2
Organization and Description of Business Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Jan. 28, 2021 | Jan. 26, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Organization and Description of Business Operations (Details) [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Net proceeds of approximately (in Dollars) | $ 19.3 | |||
Net of underwriter fees and commissions (in Dollars) | 1.7 | |||
Offering costs (in Dollars) | $ 0.5 | |||
Warrant excercise price | $ 5.625 | |||
Common Stock [Member] | ||||
Organization and Description of Business Operations (Details) [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Agreed sell common stock (in Shares) | 4,772,500 | |||
Purchase price per share | $ 4.14 | |||
Offering price public | $ 4.50 | |||
Warrant [Member] | ||||
Organization and Description of Business Operations (Details) [Line Items] | ||||
Purchase of shares (in Shares) | 381,800 | |||
Warrant excercise price | $ 5.625 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details) $ in Millions | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Liquidity And Financial Condition [Abstract] | |
Accumulated deficit | $ 57.2 |
Working capital | 14.7 |
Net loss | 40.8 |
Net cash used in operating activities | $ 6.6 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 28, 2020 | Jun. 16, 2019 |
Significant Accounting Policies (Details) [Line Items] | |||||
Converted shares (in Shares) | 211,273 | ||||
Exceed federally insured limits | $ 250,000 | ||||
Identified intangible assets | 10 years | ||||
Terms of new agreement | $ 100,000 | $ 100,000 | |||
Stock-based compensation expense | $ 800,000 | $ 14,125,997 | $ 4,496,169 | ||
Vested Stock Option [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Stock-based compensation expense | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss (in Dollars) | $ (40,755,125) | $ (9,603,871) |
Denominator: | ||
Weighted-average common shares outstanding | 9,583,681 | 5,427,520 |
Less: weighted-average shares subject to repurchase | (732,530) | (1,310,110) |
Denominator for basic and diluted net loss per share | 8,851,151 | 4,117,410 |
Net loss per share: | ||
Basic and diluted (in Dollars per share) | $ (4.60) | $ (2.33) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of were not included in the computation of diluted loss per share - shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 19,352,812 | 8,073,939 |
Warrants to purchase common stock (excluding penny warrants) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 3,883,083 | 1,660,016 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 10,861,940 | 1,937,833 |
Unvested restricted stock awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 777,778 | 1,250,003 |
Restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,061,905 | |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 3,226,087 | |
Series A preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Series of preferred stock | 188,311 | |
Series B preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Series of preferred stock | 2,019,038 | |
Series C preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Series of preferred stock | 560,757 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 11, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | ||||
Warrants issued | 265,267 | |||
Existing warrant issued | 2,090,847 | |||
Fair value of existing warrants | 959,775 | |||
Change in fair value (in Dollars) | $ 3,400,000 | |||
Increase in warrant liability (in Dollars) | 4,900,000 | |||
Fair value liabilities (in Dollars) | 2,400,000 | |||
Changes in warrant Liabilities fair value (in Dollars) | $ 17,000 | |||
Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants issued | 531,555 | 203,287 | ||
Issuance of warrants | 265,267 | |||
Related to the new warrants (in Dollars) | $ 1,500,000 | |||
Convertible Notes [Member] | Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants issued | 685,351 | |||
Existing warrant issued | 956,775 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of significant unobservable inputs used in measuring warrants | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of significant unobservable inputs used in measuring warrants [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Expected price volatility | 50.00% | 50.00% |
Minimum [Member] | ||
Fair Value Measurements (Details) - Schedule of significant unobservable inputs used in measuring warrants [Line Items] | ||
Risk free interest rate | 0.11% | 1.61% |
Expected term | 4 years | |
Maximum [Member] | ||
Fair Value Measurements (Details) - Schedule of significant unobservable inputs used in measuring warrants [Line Items] | ||
Risk free interest rate | 0.41% | 2.18% |
Expected term | 5 years | 4 years |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of convertible notes share settlement feature | Nov. 13, 2020 | Jan. 28, 2021 |
Schedule of convertible notes share settlement feature [Abstract] | ||
Risk Free Interest Rate | 0.12% | 0.08% |
Expected life (years) | 1 year | |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 50.00% | 50.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy | Mar. 31, 2020USD ($) |
Liabilities: | |
Warrant liability | $ 1,733,718 |
Quoted prices in active markets (Level 1) | Fair value measured [Member] | |
Liabilities: | |
Warrant liability | |
Significant other observable inputs (Level 2) | Fair value measured [Member] | |
Liabilities: | |
Warrant liability | |
Significant unobservable inputs (Level 3) | Fair value measured [Member] | |
Liabilities: | |
Warrant liability | $ 1,733,718 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in Level 3 liabilities measured at fair value - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,733,718 | $ 1,398,616 |
Ending balance | 1,733,718 | |
Issuance of warrants in connection with convertible notes | 942,449 | 318,174 |
Issuance of warrants in connection with financing | 515,426 | |
Issuance of placement agent warrants | 74,755 | |
Change in fair value | 2,360,543 | 16,928 |
Reclassification of warrants to equity | (5,626,891) | |
Conversion of notes payable | ||
Share Settlement Feature [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
Ending balance | ||
Issuance of warrants in connection with convertible notes | 225,186 | |
Issuance of warrants in connection with financing | ||
Issuance of placement agent warrants | ||
Change in fair value | 12,706 | |
Reclassification of warrants to equity | ||
Conversion of notes payable | $ (237,892) |
Property & Equipment, Net (Deta
Property & Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 42,352 | $ 36,352 |
Property & Equipment, Net (De_2
Property & Equipment, Net (Details) - Schedule of property and equipment, net - Property and Equipment [Member] - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 319,750 | $ 160,894 |
Less accumulated depreciation and amortization | (110,617) | (68,265) |
Property and equipment, net | 209,133 | 92,629 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 295,443 | 148,814 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 10,805 | 5,440 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 13,502 | $ 6,640 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | Feb. 04, 2021 | Dec. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 |
Intangible Assets, Net (Details) [Line Items] | ||||
Payments for transfer the technology | 375,000 | |||
Research license useful life | 10 years | |||
Intellectual property agreement, description | On February 4, 2021, the Company entered into the fourth amendment to the IP agreement with HP. Under the terms of the amendment, the parties agreed to amend the list of patent and patent applications, which includes two additional patents that are assignable to the Company by HP. The Company exercised the option to purchase the assignable patents and paid HP $1.55 million dollars on February 9, 2021. Upon assignment of the patents, the Company will pay HP a royalty fee based on the cumulative gross revenue received by the Company from the patents as follows: 1. Prior to December 31, 2029: ● Less than $70,000,000, royalty rate of 0.00% ● $70,000,000 - $500,000,000, royalty rate of 1.25% ● $500,000,000 and beyond, royalty rate of 1.00% 2. After January 1, 2030 and onward, royalty rate of 0.00% | The Intellectual Property Agreement granted the Company an option to purchase the related assignable patents for a purchase price of $1.4 million and must be exercised at least 60 days prior to the closing date of January 31, 2021. The Company will be responsible for all costs associated with the assignable patents and will pay a royalty of 3.0% of the gross revenues received by the Company and its Affiliates for the sale, rental, license or other disposition of the licensed products. | ||
Remaining accrued payments | $ 75,000 | |||
Amortization expense | $ 60,500 | $ 40,400 | ||
HP, Inc., [Member] | ||||
Intangible Assets, Net (Details) [Line Items] | ||||
Description for research license technology transfer | Under the terms of the agreement, the license is to be used for research purposes only, has a purchase price of $200,000 for the technology and a two-year closing date. On April 12, 2016 the Company and HP entered into the first amendment to the agreement, which reduced the purchase price of the technology to $175,000, of which $75,000 was payable upon completion of the technology transfer and $100,000 was payable upon the first anniversary of the agreement’s effective date. The sales agreement entered into with HP concurrently with the first amendment to the agreement allocated $25,000 of the $200,000 purchase price to acquire equipment to be used in the research. On May 1, 2017, the Company and HP entered into the second amendment to the agreement which increased the purchase price for the technology to $375,000 and extended the closing date to January 31, 2020. Of such $375,000, $75,000 is payable upon completion of the technology transfer, $100,000 is payable upon the first anniversary of the agreement’s effective date, $100,000 is payable upon the second anniversary of the agreement’s effective date and $100,000 is payable upon the third anniversary of the agreement’s effective date. On March 10, 2019, the Company and HP entered into the third amendment to the agreement, which extended the closing date to January 31, 2021, enumerated certain intellectual property owned by HP that is not subject to the exclusive license granted to the Company and revised the schedule of fees payable by the Company to HP, such that $100,000 is payable upon the first anniversary of the agreement’s effective date, $100,000 is payable upon the second anniversary of the agreement’s effective date and $100,000 is payable before April 20, 2019. The parties subsequently agreed that such payment was not due until October 15, 2020. On October 5, 2020, the Company paid $25,000 and the remaining $75,000 was not due until January 21, 2021. Under the terms of the fourth amendment with HP (see details below), the $75,000 will be included in the purchase price for the option to purchase assignable patents, which was paid on February 9, 2021. |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of carrying amounts for research license - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of carrying amounts for research license [Abstract] | ||
Patents | $ 1,475,000 | |
Research license | 375,000 | 375,000 |
Total | 1,850,000 | 375,000 |
Accumulated amortization | (200,478) | (139,993) |
Research license, net | $ 1,649,522 | $ 235,007 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of estimated amortization for research license | Mar. 31, 2021USD ($) |
Schedule of estimated amortization for research license [Abstract] | |
2021 | $ 187,709 |
2022 | 187,709 |
2023 | 188,224 |
2024 | 187,709 |
2025 | 898,171 |
Total | $ 1,649,522 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of accrued expenses [Abstract] | ||
Payroll and other expenses | $ 625,974 | |
Consulting | 124,914 | |
Directors and Officers insurance financing | 159,943 | |
Professional fees | 49,199 | |
Other | 1,756 | 14,313 |
Total | $ 210,898 | $ 765,201 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 13, 2020 | Nov. 12, 2020 | Jul. 07, 2020 | Jan. 10, 2020 | Nov. 14, 2018 | Aug. 13, 2018 | Jul. 11, 2018 | Jan. 01, 2018 | Mar. 31, 2021 | Jan. 26, 2021 | Jan. 25, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Jun. 17, 2020 | Mar. 28, 2020 | Mar. 09, 2020 | Jan. 20, 2020 | Dec. 28, 2018 | Dec. 24, 2018 | Jul. 27, 2018 | May 31, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 10, 2019 | Mar. 19, 2019 | Aug. 18, 2018 | Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 03, 2021 | Feb. 28, 2021 | Dec. 16, 2020 | Dec. 01, 2020 | Sep. 30, 2020 | Sep. 02, 2020 | Aug. 24, 2020 | May 07, 2020 | Apr. 24, 2020 | Apr. 23, 2020 | Jan. 28, 2020 | Jan. 24, 2020 | Aug. 27, 2019 | Jun. 30, 2019 | Apr. 10, 2019 | Mar. 31, 2019 | May 23, 2018 | Jan. 02, 2018 |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 18,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 51,000 | $ 51,000 | $ 51,000 | $ 56,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | $ 1.116 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 66,667 | 800,000 | 5,333,333 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 150,000 | $ 83,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 2.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 150,000 | $ (14,257,495) | $ (255,000) | |||||||||||||||||||||||||||||||||||||||||||||
Right to purchase of shares (in Shares) | 129,213 | 129,213 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible notes of carrying value | 217,222 | 217,222 | 217,222 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 61,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value per share (in Dollars per share) | $ 5.12 | $ 5.12 | $ 2.46 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | 84,000 | 84,000 | 84,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | 0.5 | 0.5 | 0.5 | |||||||||||||||||||||||||||||||||||||||||||||
Right to purchase of shares common stock (in Shares) | 282,997 | |||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price percentage | 125.00% | 125.00% | 125.00% | |||||||||||||||||||||||||||||||||||||||||||||
Convertible notes by holder at price, description | The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant fixed conversion price | 125.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Additional paid-in capital | $ 618,657 | $ 618,657 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes payable, description | The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock right to purchase (in Shares) | 431,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement description | the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors to sell to the investors senior convertible notes, convertible into shares of the Company’s common stock at a conversion price of $1.25 per share, subject to adjustment. The convertible notes have a maturity of one year, accrue interest at the rate of 7% per year, and are subject to 12.5% original issue discount. In connection with the convertible notes, the Company issued 99,955 warrants to purchase shares of the Company’s common stock. The warrants have a five-year term, and an exercise price of $1.55 per share, subject to adjustment (See Note 4). The securities were issued in a private placement transaction in reliance upon exemptions from registration under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, for gross proceeds of approximately $750,000. | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Shares) | 355,485 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 3.39 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 12,300,000 | $ 12,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
PPP Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 233,300 | $ 197,200 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Loan received | $ 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 2,050,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable original issue discount | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes amount | $ 5,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 800,000 | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | $ 470,578 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 500,756 | 500,756 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 500,576 | |||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal balance | $ 0.8 | $ 0.8 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Shares) | 380,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable due date | Jan. 1, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock offering cost conversion price, description | i) 80% of the offering price, or ii) a conversion price determined by dividing $1,000,000 by the then-outstanding fully-diluted common shares outstanding. The notes may also be converted by the holder on or after the maturity date into the number of Series Seed preferred stock of the Company determined by dividing $1,000,000 by the then-outstanding fully-diluted common shares outstanding. | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable transactions, description | Upon certain defined fundamental transactions, the holder may either i) request conversion of the outstanding principal and accrued interest into the number of common shares of the Company at a conversion price determined by dividing $1,000,000 by the then-outstanding fully-diluted common shares outstanding, or ii) request cash settlement of the accrued interest and 200% of the outstanding principal. | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 398,010 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock | $ 208,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal balance | 51,500 | 51,500 | 51,500 | |||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 567,010 | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 8.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 250,000 | $ 521,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable original issue discount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 20,000 | 20,000 | 136,782 | 3,333 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 84,000 | $ 83,000 | $ 7,500 | $ 61,500 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 4.20 | $ 4.14 | $ 2.25 | $ 2.46 | ||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 83,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Right to purchase of shares (in Shares) | 346,461 | 346,461 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible notes of carrying value | $ 31,392 | $ 31,392 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note, description | The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 46,010 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value | $ 84,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value per share (in Dollars per share) | $ 4.20 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | 83,000 | $ 83,000 | $ 83,000 | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||
Outstanding principal balance | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 380,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal balance | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 315,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable due date | Apr. 1, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 265,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable original issue discount | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 2.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 67.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Right to purchase of shares (in Shares) | 333,661 | |||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | 125.00% | 125.00% | 125.00% | |||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible notes of carrying value | $ 123,481 | $ 123,481 | $ 123,481 | |||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note, description | the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured convertible promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured convertible promissory notes of $116,779 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory notes and related warrants dated May and July 2018. (See “Note Conversion and Exchange Agreements” below). 8% Senior Secured Convertible Promissory Notes On August 13, 2018, November 14, 2018, December 24, 2018 and December 28, 2018, the Company entered into senior secured promissory notes for $1,082,474. The notes have an OID of $102,474 and the company received net proceeds of $980,000. The Company received proceeds of $750,000 related to its August 13, 2018 senior secured promissory note, of which $500,000 was disbursed to the Company and $250,000 was held in an escrow account. As of December 31, 2018, the $250,000 of proceeds held in escrow were disbursed to the Company. The notes bear interest at 8% per annum and the August and December notes mature one year from the issuance date. The November note matures on August 10, 2019 and the maturity date may be extended to August 10, 2020. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. Effective August 13, 2018, the holder transferred 20% of the 12% senior secured promissory notes dated May 31, 2018, July 11, 2018 and July 27, 2018 and 20% of the 8% senior secured promissory note dated August 13, 2018, to a third party. On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory notes dated May 31, 2018, July 11, 2018, July 27, 2018 and August 13, 2018, which extended the notes term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the notes term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the notes term to July 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $45,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $45,000 loss on extinguishment of debt during the year ended March 31, 2020. On August 24, 2020, the Company entered into the fourth amendment which extended the notes term to October 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $83,000 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $83,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On November 12, 2020, the Company entered into the fifth amendment to its senior secured promissory notes which extended the notes term to January 23, 2021. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of approximately $84,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $84,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated August 13, 2018. (See “Note Conversion and Exchange Agreements” below). On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory note dated November 14, 2018, which extended the note term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the note term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the year ended March 31, 2020, recorded a debt discount of $11,250 related to the issuance of the shares. On April 23, 2020, the Company entered into the fourth amendment which extended the note term to May 23, 2020. On May 23, 2020, the Company entered into the fifth amendment, which extended the note term to June 23, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the three months ended June 30, 2020, recorded a debt discount of $4,550 related to the issuance of the shares. As of June 30, 2020, the debt discount was nominal. On August 24, 2020, the Company entered into the sixth amendment, which extended the note term to September 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. On September 2, 2020, the Company entered into the seventh amendment, which extended the note term to December 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $6,900 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On December 1, 2020, the Company entered into the eighth amendment, which extended the note term to January 31, 2021 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $7,500 or $4.50 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $7,500 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the three months ended December 31, 2020, the Company recorded default principal of approximately $51,500, increasing the November 14, 2018 senior secured promissory note’s principal balance to approximately $309,000. On January 28, 2021, the holder of the senior secured promissory note issued on November 14, 2018, converted the notes principal balance of approximately $0.3 million plus accrued interest of $0.1 million into 136,782 shares of the Company’s common stock. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $11,250 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $13,650. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $13,650 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $3,750 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $3,750 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $4,550 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the year ended March 31, 2021, the holders of the notes issued on December 24, 2018 and December 28, 2018, converted the note principal balances of approximately $52,000 plus accrued interest of $6,000 into 21,296 shares of the Company’s common stock. From January 11, 2019 through March 31, 2019, the Company entered into senior secured promissory notes for net proceeds totaling $521,000, recorded an OID of $46,010 and a principal balance totaling $567,010. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | Effective April 12, 2018, the holder transferred 20% of the 12% senior secured promissory note dated March 31, 2018 to a third party. | ||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Promissory Note November One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 4.14 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | 2,081,000 | $ 2,081,000 | ||||||||||||||||||||||||||||||||||||||||||||||
12% Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 274,050 | $ 274,050 | $ 274,050 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate percentage | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 255,000 | $ 255,000 | $ 255,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible notes of carrying value | $ 116,779 | $ 116,779 | $ 116,779 | $ 116,779 | ||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note, description | the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured convertible promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured convertible promissory notes of $116,779 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory notes and related warrants dated May and July 2018. (See “Note Conversion and Exchange Agreements” below). 8% Senior Secured Convertible Promissory Notes On August 13, 2018, November 14, 2018, December 24, 2018 and December 28, 2018, the Company entered into senior secured promissory notes for $1,082,474. The notes have an OID of $102,474 and the company received net proceeds of $980,000. The Company received proceeds of $750,000 related to its August 13, 2018 senior secured promissory note, of which $500,000 was disbursed to the Company and $250,000 was held in an escrow account. As of December 31, 2018, the $250,000 of proceeds held in escrow were disbursed to the Company. The notes bear interest at 8% per annum and the August and December notes mature one year from the issuance date. The November note matures on August 10, 2019 and the maturity date may be extended to August 10, 2020. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. Effective August 13, 2018, the holder transferred 20% of the 12% senior secured promissory notes dated May 31, 2018, July 11, 2018 and July 27, 2018 and 20% of the 8% senior secured promissory note dated August 13, 2018, to a third party. On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory notes dated May 31, 2018, July 11, 2018, July 27, 2018 and August 13, 2018, which extended the notes term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the notes term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the notes term to July 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $45,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $45,000 loss on extinguishment of debt during the year ended March 31, 2020. On August 24, 2020, the Company entered into the fourth amendment which extended the notes term to October 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $83,000 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $83,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On November 12, 2020, the Company entered into the fifth amendment to its senior secured promissory notes which extended the notes term to January 23, 2021. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of approximately $84,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $84,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated August 13, 2018. (See “Note Conversion and Exchange Agreements” below). On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory note dated November 14, 2018, which extended the note term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the note term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the year ended March 31, 2020, recorded a debt discount of $11,250 related to the issuance of the shares. On April 23, 2020, the Company entered into the fourth amendment which extended the note term to May 23, 2020. On May 23, 2020, the Company entered into the fifth amendment, which extended the note term to June 23, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the three months ended June 30, 2020, recorded a debt discount of $4,550 related to the issuance of the shares. As of June 30, 2020, the debt discount was nominal. On August 24, 2020, the Company entered into the sixth amendment, which extended the note term to September 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. On September 2, 2020, the Company entered into the seventh amendment, which extended the note term to December 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $6,900 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On December 1, 2020, the Company entered into the eighth amendment, which extended the note term to January 31, 2021 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $7,500 or $4.50 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $7,500 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the three months ended December 31, 2020, the Company recorded default principal of approximately $51,500, increasing the November 14, 2018 senior secured promissory note’s principal balance to approximately $309,000. On January 28, 2021, the holder of the senior secured promissory note issued on November 14, 2018, converted the notes principal balance of approximately $0.3 million plus accrued interest of $0.1 million into 136,782 shares of the Company’s common stock. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $11,250 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $13,650. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $13,650 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $3,750 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $3,750 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $4,550 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the year ended March 31, 2021, the holders of the notes issued on December 24, 2018 and December 28, 2018, converted the note principal balances of approximately $52,000 plus accrued interest of $6,000 into 21,296 shares of the Company’s common stock. From January 11, 2019 through March 31, 2019, the Company entered into senior secured promissory notes for net proceeds totaling $521,000, recorded an OID of $46,010 and a principal balance totaling $567,010. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured convertible promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured convertible promissory notes of $116,779 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory notes and related warrants dated May and July 2018. (See “Note Conversion and Exchange Agreements” below). 8% Senior Secured Convertible Promissory Notes On August 13, 2018, November 14, 2018, December 24, 2018 and December 28, 2018, the Company entered into senior secured promissory notes for $1,082,474. The notes have an OID of $102,474 and the company received net proceeds of $980,000. The Company received proceeds of $750,000 related to its August 13, 2018 senior secured promissory note, of which $500,000 was disbursed to the Company and $250,000 was held in an escrow account. As of December 31, 2018, the $250,000 of proceeds held in escrow were disbursed to the Company. The notes bear interest at 8% per annum and the August and December notes mature one year from the issuance date. The November note matures on August 10, 2019 and the maturity date may be extended to August 10, 2020. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. Effective August 13, 2018, the holder transferred 20% of the 12% senior secured promissory notes dated May 31, 2018, July 11, 2018 and July 27, 2018 and 20% of the 8% senior secured promissory note dated August 13, 2018, to a third party. On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory notes dated May 31, 2018, July 11, 2018, July 27, 2018 and August 13, 2018, which extended the notes term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the notes term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the notes term to July 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $45,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $45,000 loss on extinguishment of debt during the year ended March 31, 2020. On August 24, 2020, the Company entered into the fourth amendment which extended the notes term to October 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $83,000 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $83,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On November 12, 2020, the Company entered into the fifth amendment to its senior secured promissory notes which extended the notes term to January 23, 2021. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of approximately $84,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $84,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated August 13, 2018. (See “Note Conversion and Exchange Agreements” below). On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory note dated November 14, 2018, which extended the note term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the note term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the year ended March 31, 2020, recorded a debt discount of $11,250 related to the issuance of the shares. On April 23, 2020, the Company entered into the fourth amendment which extended the note term to May 23, 2020. On May 23, 2020, the Company entered into the fifth amendment, which extended the note term to June 23, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the three months ended June 30, 2020, recorded a debt discount of $4,550 related to the issuance of the shares. As of June 30, 2020, the debt discount was nominal. On August 24, 2020, the Company entered into the sixth amendment, which extended the note term to September 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. On September 2, 2020, the Company entered into the seventh amendment, which extended the note term to December 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $6,900 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On December 1, 2020, the Company entered into the eighth amendment, which extended the note term to January 31, 2021 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $7,500 or $4.50 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $7,500 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the three months ended December 31, 2020, the Company recorded default principal of approximately $51,500, increasing the November 14, 2018 senior secured promissory note’s principal balance to approximately $309,000. On January 28, 2021, the holder of the senior secured promissory note issued on November 14, 2018, converted the notes principal balance of approximately $0.3 million plus accrued interest of $0.1 million into 136,782 shares of the Company’s common stock. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $11,250 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $13,650. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $13,650 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $3,750 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $3,750 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $4,550 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the year ended March 31, 2021, the holders of the notes issued on December 24, 2018 and December 28, 2018, converted the note principal balances of approximately $52,000 plus accrued interest of $6,000 into 21,296 shares of the Company’s common stock. From January 11, 2019 through March 31, 2019, the Company entered into senior secured promissory notes for net proceeds totaling $521,000, recorded an OID of $46,010 and a principal balance totaling $567,010. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured convertible promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured convertible promissory notes of $116,779 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory notes and related warrants dated May and July 2018. (See “Note Conversion and Exchange Agreements” below). 8% Senior Secured Convertible Promissory Notes On August 13, 2018, November 14, 2018, December 24, 2018 and December 28, 2018, the Company entered into senior secured promissory notes for $1,082,474. The notes have an OID of $102,474 and the company received net proceeds of $980,000. The Company received proceeds of $750,000 related to its August 13, 2018 senior secured promissory note, of which $500,000 was disbursed to the Company and $250,000 was held in an escrow account. As of December 31, 2018, the $250,000 of proceeds held in escrow were disbursed to the Company. The notes bear interest at 8% per annum and the August and December notes mature one year from the issuance date. The November note matures on August 10, 2019 and the maturity date may be extended to August 10, 2020. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. Effective August 13, 2018, the holder transferred 20% of the 12% senior secured promissory notes dated May 31, 2018, July 11, 2018 and July 27, 2018 and 20% of the 8% senior secured promissory note dated August 13, 2018, to a third party. On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory notes dated May 31, 2018, July 11, 2018, July 27, 2018 and August 13, 2018, which extended the notes term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the notes term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the notes term to July 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $45,000 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $45,000 loss on extinguishment of debt during the year ended March 31, 2020. On August 24, 2020, the Company entered into the fourth amendment which extended the notes term to October 23, 2020. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of $83,000 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $83,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On November 12, 2020, the Company entered into the fifth amendment to its senior secured promissory notes which extended the notes term to January 23, 2021. As consideration for the extension, the Company issued 20,000 shares of its common stock at a fair value of approximately $84,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $84,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated August 13, 2018. (See “Note Conversion and Exchange Agreements” below). On August 27, 2019, the Company entered into the first amendment related to its senior secured convertible promissory note dated November 14, 2018, which extended the note term to November 12, 2019. As consideration for the extension, the Company issued 3,333 shares of its common stock at a fair value of $7,500 or $2.25 per share. On November 11, 2019, the Company entered into the second amendment which extended the note term to January 4, 2020. On January 24, 2020, the Company entered into the third amendment which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the year ended March 31, 2020, recorded a debt discount of $11,250 related to the issuance of the shares. On April 23, 2020, the Company entered into the fourth amendment which extended the note term to May 23, 2020. On May 23, 2020, the Company entered into the fifth amendment, which extended the note term to June 23, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. The Company accounted for the issuance of the shares as a debt modification using the guidance under ASC 470-50, Debt Modifications and Extinguishments, and during the three months ended June 30, 2020, recorded a debt discount of $4,550 related to the issuance of the shares. As of June 30, 2020, the debt discount was nominal. On August 24, 2020, the Company entered into the sixth amendment, which extended the note term to September 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. On September 2, 2020, the Company entered into the seventh amendment, which extended the note term to December 2, 2020 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $6,900 or $4.14 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $6,900 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On December 1, 2020, the Company entered into the eighth amendment, which extended the note term to January 31, 2021 and as consideration for the extension, the Company issued 1,667 shares of its common stock at an approximate fair value of $7,500 or $4.50 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $7,500 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the three months ended December 31, 2020, the Company recorded default principal of approximately $51,500, increasing the November 14, 2018 senior secured promissory note’s principal balance to approximately $309,000. On January 28, 2021, the holder of the senior secured promissory note issued on November 14, 2018, converted the notes principal balance of approximately $0.3 million plus accrued interest of $0.1 million into 136,782 shares of the Company’s common stock. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $11,250 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $11,250 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 24, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 5,000 shares of its common stock at a fair value of $13,650. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $13,650 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to April 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $3,750 or $2.25 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $3,750 loss on extinguishment of debt during the year ended March 31, 2020. On April 23, 2020, the Company entered into the second amendment related to its senior secured convertible promissory note dated December 28, 2018, which extended the note term to October 23, 2020. As consideration for the extension, the Company issued 1,667 shares of its common stock at a fair value of $4,550. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $4,550 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the year ended March 31, 2021, the holders of the notes issued on December 24, 2018 and December 28, 2018, converted the note principal balances of approximately $52,000 plus accrued interest of $6,000 into 21,296 shares of the Company’s common stock. From January 11, 2019 through March 31, 2019, the Company entered into senior secured promissory notes for net proceeds totaling $521,000, recorded an OID of $46,010 and a principal balance totaling $567,010. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 19,050 | $ 19,050 | $ 19,050 | |||||||||||||||||||||||||||||||||||||||||||||
8% Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,082,474 | $ 1,082,474 | $ 1,082,474 | $ 1,082,474 | ||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 980,000 | 980,000 | 980,000 | 980,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 102,474 | $ 102,474 | $ 102,474 | $ 102,474 | ||||||||||||||||||||||||||||||||||||||||||||
Senior secured promissory note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 3,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 2.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,667 | 1,667 | 5,000 | 5,000 | 3,333 | |||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 6,900 | $ 6,900 | $ 13,650 | $ 11,250 | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 4.50 | $ 4.14 | $ 2.25 | |||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | 125.00% | 125.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible notes of carrying value | $ 27,918 | $ 27,918 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | 13,650 | 13,650 | $ 13,650 | $ 7,500 | $ 11,250 | |||||||||||||||||||||||||||||||||||||||||||
Additional paid-in capital | 232,160 | 232,160 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 309,000 | 309,000 | 309,000 | |||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,667 | 1,667 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 4,550 | $ 3,750 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 2.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | 4,550 | 4,550 | 4,550 | 3,750 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 31,000 | $ 31,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 106,911 | 33,333 | 106,911 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
January 10, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 8,000 | $ 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 41,237 | 41,237 | ||||||||||||||||||||||||||||||||||||||||||||||
Right to purchase of shares (in Shares) | 74,074 | 74,074 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note, description | 125% | |||||||||||||||||||||||||||||||||||||||||||||||
April 29, 2020 through June 3, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured convertible note, description | the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. | |||||||||||||||||||||||||||||||||||||||||||||||
April 2, 2020 through June 3, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 552,089 | 552,089 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
November 13, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 211,273 | |||||||||||||||||||||||||||||||||||||||||||||||
Note Conversion and Exchange Agreements [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 0.3 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 360,111 | 251 | 251 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 3.39 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred stock (in Shares) | 360,111 | |||||||||||||||||||||||||||||||||||||||||||||||
Issued warrants to purchase (in Shares) | 235,183 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock at an exercise price (in Dollars per share) | $ 0.39 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares, issued (in Shares) | 88,871 | |||||||||||||||||||||||||||||||||||||||||||||||
Note Conversion and Exchange Agreements [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1.5 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 173,111 | 173,111 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||
Converted shares (in Shares) | 1,443.41 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior secured promissory note and issued shares (in Shares) | 1,443.41 | |||||||||||||||||||||||||||||||||||||||||||||||
Issued warrants to purchase shares (in Shares) | 940,730 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.39 | |||||||||||||||||||||||||||||||||||||||||||||||
May 31, 2018, July 11, 2018, July 27, 2018 and August 13, 2018 [Member] | Eight Percentage Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 2.25 | |||||||||||||||||||||||||||||||||||||||||||||||
January 23, 2021 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | 84,000 | 84,000 | 84,000 | |||||||||||||||||||||||||||||||||||||||||||||
January 23, 2021 [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares (in Shares) | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
January 4, 2020 [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Promissory Note [Member] | Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,667 | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 4,550 | $ 11,250 | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 2.25 | $ 2.25 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | $ 11,250 | $ 4,550 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Modifications and Extinguishments [Member] | Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 4.14 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | 6,900 | 6,900 | 6,900 | |||||||||||||||||||||||||||||||||||||||||||||
December 24, 2018 and December 28, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,000 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 21,296 | 21,296 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | $ 52,000 | $ 52,000 | ||||||||||||||||||||||||||||||||||||||||||||||
April 2, 2019 through June 10, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 620,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 6,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock for fair value | $ 28,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued per share (in Dollars per share) | $ 4.20 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 19,175 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares as debt extinguishment | $ 28,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | $ 639,175 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes, description | The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On January 24, 2020, the Company entered into the first amendment related to its senior secured convertible promissory note dated January 11, 2019, which extended the note term to April 23, 2020. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated February 15, 2019 through March 27, 2019, which extended the note terms by 180 days from the original maturity dates. During the nine months ended December 31, 2020, the holders of the notes issued from January 11, 2019 through March 31, 2019, converted the note principal balances of approximately $0.6 million plus accrued interest of $60,000 into 232,037 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 346,461 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $31,392 with a corresponding credit to additional paid-in capital. From April 2, 2019 through June 10, 2019, the Company entered into convertible promissory notes with a principal balance totaling $639,175. The notes contain an OID totaling $19,175 and the Company received net proceeds of $620,000. The notes bear interest at 8% per annum and mature one year from the issuance date. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. On March 13, 2020, the Company entered into first amendments related to its senior secured convertible promissory notes dated April 2, 2019 through June 10, 2019, which extended the note terms by 180 days from the original maturity dates. On November 12, 2020, the Company entered into its first amendment to its senior secured promissory note dated June 10, 2019 which extended the note term to January 23, 2021. As consideration for the extension, the Company issued 6,667 shares of its common stock at a fair value of approximately $28,000 or $4.20 per share. Under the guidance of ASC 470-50, Debt Modifications and Extinguishments, the Company accounted for the issuance of the shares as a debt extinguishment and recorded a $28,000 loss on extinguishment of debt during the nine months ended December 31, 2020, which is included on the accompanying statement of operations. During the nine months ended December 31, 2020, the holders of the notes issued in April 2019, converted the note principal balances of approximately $0.5 million plus accrued interest of $51,000 into 217,222 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 129,213 shares of the Company’s common stock. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $27,918 with a corresponding credit to additional paid-in capital. On January 26, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 10, 2019. (See “Note Conversion and Exchange Agreements” below). Convertible Promissory Notes On January 10, 2020 and March 9, 2020, the Company entered into a convertible promissory notes with a principal balance totaling $360,825. The notes contain an OID totaling $10,825 and the Company received net proceeds of $350,000. The notes bear interest at 8% and 12% per annum, respectively, and mature one year from the issuance date. The notes are convertible by the holder at a price per common share equal to the lower of $12,000,000 divided by the number of common share outstanding on the date of conversion (“Fixed Conversion Price”) or in the event that the Company consummates any financing in which the pre-money valuation of the Company shall be less than $12,000,000 (the “Reduced Valuation”), then, from and after the consummation of such Reduced Valuation Transaction, the price shall be the quotient of 90% of the Reduced Valuation divided by the then-outstanding number of the Company’s common stock. Interest may be paid in cash or, if certain conditions are met, in shares of the Company, at the Company’s discretion. The notes are secured by the Company’s intellectual property, including its registered trademarks, patents, and copyrights and any related applications, and all the associated goodwill related to the intellectual property. The notes may be prepaid by the Company, with 15 days’ notice, at 125% of unpaid principal and interest, and the holder may exercise its conversion right during the notice period. In the event of default, the notes pay a default rate of 24% per annum, and the holder may put the notes for cash or convert into a variable number of the Company’s shares at a 45% discount at 150% of the outstanding principal and accrued interest. The number of shares the holder may receive in either conversions is capped at 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this note held by the holder. In connection with the March 9, 2020, convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $75,000. The $75,000 related to the issuance of the shares has been recorded as a debt discount as of the date of issuance and will be amortized over the note term. During the year ended March 31, 2021, the holder of the note issued on March 9, 2020, converted the notes principal balance of approximately $0.3 million plus accrued interest of $31,000 into 106,911 shares of the Company’s common stock. During the year ended March 31, 2021, the holder of the note issued on January 10 2020, converted the notes principal balance of approximately $0.1 million plus accrued interest of $8,000 into 41,237 shares of the Company’s common stock. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 74,074 shares of the Company’s common stock at March 31, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $232,160 with a corresponding credit to additional paid-in capital. On March 28, 2020, the Company entered into a convertible promissory note with a principal balance of $257,732. The notes contain an OID totaling $7,732, matures on March 29, 2021 and accrues interest at a rate of 12% per annum. The note was not fully executed until April 2, 2020 and the Company received net proceeds of $250,000. In connection with the convertible promissory note, the Company issued 33,333 shares of its common stock with a fair value of $91,000. From April 29, 2020 through June 3, 2020, the Company entered into convertible promissory notes with a principal balance of approximately $1.8 million. The notes contain an OID of approximately $23,000 and the Company received net proceeds of $1.8 million. The notes bear interest at 12% per annum and mature one year from the issuance date. In connection with the convertible promissory notes, the Company issued 233,333 shares of its common stock with a fair value of $0.6 million. In connection with issuance of the senior secured promissory notes, the Company issued the note holder a common stock purchase warrant with a term of four years, providing the holder with the right to purchase 431,600 shares of the Company’s common stock at June 30, 2020. The purchase price of one share of common stock under the warrant shall be 125% of the Fixed Conversion Price of the senior secured convertible promissory notes. The purchase price is subject to downward adjustment for any dilutive issuance, as defined. Additionally, the warrant holder has the option to require the Company to cash settle the warrant, for the Black Scholes value of the remaining unexercised portion of the warrant, upon a fundamental transaction, as defined. After allocating issuance proceeds to the warrant liability, the effective conversion price of the senior secured promissory notes was below the quoted market price of the Company’s common stock. As such, the Company recognized a beneficial conversion feature equal to the intrinsic value of the conversion feature on the issuance date, resulting in an additional discount to the initial carrying value of the senior secured promissory notes of $618,657 with a corresponding credit to additional paid-in capital. During the year ended March 31, 2021, the holders of notes issued during the period April 2, 2020 through June 3, 2020, converted the notes principal balance of approximately $1.3 million plus accrued interest of $0.2 million into 552,089 shares of the Company’s common stock. On March 31, 2021, the Company entered into a conversion and exchange agreement with the holder of the senior secured promissory note and related warrants dated June 3, 2020. (See “Note Conversion and Exchange Agreements” below). | |||||||||||||||||||||||||||||||||||||||||||||||
January 11, 2019 through March 31, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 60,000 | $ 60,000 | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 232,037 | 232,037 | 232,037 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | $ 600,000 | $ 600,000 | $ 600,000 | |||||||||||||||||||||||||||||||||||||||||||||
January 10, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes principal balance | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate borrowing amount | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Financing Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Investors offering cost | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Investment unit amount | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate borrowing amount | $ 5,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Financing Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price | 125.00% | 125.00% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes payable | $ 438,500 | $ 3,488,535 |
Less: unamortized debt discount | (405,377) | |
Total notes | 438,500 | 3,083,158 |
PPP Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes payable | $ 438,500 | |
Notes Payable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes payable | 50,000 | |
Senior Secured Promissory Note [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes payable | 200,000 | |
Senior Secured Convertible Notes [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes payable | $ 3,238,535 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of carrying value of senior secured promissory notes | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Schedule of carrying value of senior secured promissory notes [Abstract] | |
Principal value of convertible notes | $ 3,238,535 |
Original issue discount | (247,535) |
Discount resulting from allocation of proceeds to warrant liability | (1,119,866) |
Discount resulting from beneficial conversion feature | (531,730) |
Discount resulting from issuance of common stock | (647,250) |
Amortization of discount | 2,141,004 |
Net carrying value of Senior Secured Convertible Notes | $ 2,833,158 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Apr. 27, 2021 | Feb. 19, 2021 | Feb. 16, 2021 | Jan. 28, 2021 | Jan. 26, 2021 | Jan. 22, 2021 | Jan. 05, 2021 | Sep. 11, 2020 | Jun. 06, 2020 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 |
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
preferred stock, value (in Dollars) | ||||||||||||||
common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Proceeds from public offering (in Dollars) | $ 19,300,000 | |||||||||||||
Proceeds from underwriter fee and commission (in Dollars) | 1,700,000 | |||||||||||||
Proceeds from offering cost (in Dollars) | $ 400,000 | |||||||||||||
Purchase of underwriters (in Dollars) | $ 381,800 | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 5.625 | $ 5.625 | $ 5.625 | |||||||||||
Shares issued | 97,222 | |||||||||||||
Warrant liability (in Dollars) | $ 600,000 | |||||||||||||
Fair value warrants (in Dollars) | $ 1.1 | $ 1.1 | $ 1.1 | |||||||||||
Restricted common stock shares Issued | 366,667 | |||||||||||||
Convertible notes (in Dollars) | $ 17,100,000 | 17,100,000 | 17,100,000 | |||||||||||
Conversion feature of note exchange agreement (in Dollars) | 6,600,000 | |||||||||||||
Value of warrants (in Dollars) | 263,328 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Fair value warrants (in Dollars) | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | |||||||||||
Restricted common stock shares Issued | 2,830,079 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Restricted common stock shares Issued | 1,571,428 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 300 | 300 | 300 | 300 | 300 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
preferred stock, value (in Dollars) | $ 1,000 | |||||||||||||
Annual rate, percentage | 8.00% | |||||||||||||
Conversion price (in Dollars per share) | $ 1.3329 | |||||||||||||
Shares issued | 251 | |||||||||||||
Fair value warrants (in Dollars) | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | |||||||||||
Restricted common stock shares Issued | 251 | |||||||||||||
Number of convertible shares | 188,311 | 188,311 | 188,311 | |||||||||||
Value of warrants (in Dollars) | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 1,500 | 1,500 | 1,500 | 1,500 | 1,500 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
preferred stock, value (in Dollars) | $ 1,000 | |||||||||||||
Annual rate, percentage | 8.00% | |||||||||||||
Conversion price (in Dollars per share) | $ 0.7149 | |||||||||||||
Shares issued | 1,443 | |||||||||||||
Fair value warrants (in Dollars) | $ 9,400,000 | $ 9,400,000 | $ 9,400,000 | |||||||||||
Restricted common stock shares Issued | 1,443 | |||||||||||||
Number of convertible shares | 2,019,038 | 2,019,038 | 2,019,038 | |||||||||||
Value of warrants (in Dollars) | ||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
preferred stock, value (in Dollars) | $ 1 | |||||||||||||
Annual rate, percentage | 8.00% | |||||||||||||
Conversion price (in Dollars per share) | $ 0.893 | |||||||||||||
Shares issued | 500,756 | |||||||||||||
Fair value warrants (in Dollars) | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | |||||||||||
Restricted common stock shares Issued | 500,756 | |||||||||||||
Number of convertible shares | 560,757 | 560,757 | 560,757 | |||||||||||
Value of warrants (in Dollars) | ||||||||||||||
Equity Option [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
warrants purchased | 85,000 | |||||||||||||
Stock option description | During the year ended March 31, 2021, the Company issued 25,000 shares of its common stock in connection with the exercise of stock options, with an exercise price of $0.15 per share. During April 2021, the Company received proceeds of $3,750. | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||
Fair value warrants (in Dollars) | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||||
Restricted common stock shares Issued | 54,149 | 166,667 | ||||||||||||
Shares issued (in Dollars) | $ 108,792 | |||||||||||||
Accounts payable (in Dollars) | $ 122,000 | |||||||||||||
Warrants Exercise | 316,421 | |||||||||||||
Value of warrants (in Dollars) | ||||||||||||||
Common Stock [Member] | Restricted Stock [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Common stock shares issued | 3 | 3 | 3 | |||||||||||
Purchase restricted stock | 166,667 | 166,667 | 166,667 | |||||||||||
Fair value warrants (in Dollars) | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||
Restricted common stock shares Issued | 800,000 | |||||||||||||
Common Stock [Member] | Financing [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||
Share price (in Dollars per share) | 1.25 | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 1.50 | |||||||||||||
Sale of aggregate shares | 463,333 | |||||||||||||
Purchase of warrants | 231,667 | |||||||||||||
Proceeds from private placement (in Dollars) | $ 1,700,000 | |||||||||||||
Warrant description | The Company is not required to issue common stock upon exercise of any portion of a warrant if doing so results in the warrant holder beneficially owning more than 4.99% of the outstanding common stock after giving effect to such exercise. | |||||||||||||
Transaction fees (in Dollars) | $ 139,000 | |||||||||||||
Shares issued | 36,033 | |||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Vested restricted common stock | 1,571,428 | 1,571,428 | 1,571,428 | |||||||||||
Common Stock [Member] | Public Offering [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,772,500 | |||||||||||||
Share price (in Dollars per share) | $ 4.14 | |||||||||||||
Warrant [Member] | ||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||
Warrants exercise price (in Dollars per share) | $ 5.625 | $ 5.625 | $ 5.625 | |||||||||||
Purchase of warrants | 381,800 | 381,800 | 381,800 | |||||||||||
Warrant liability (in Dollars) | $ 2,360,543 | $ 16,928 | ||||||||||||
Fair value warrants (in Dollars) | $ 100,000 | |||||||||||||
Restricted common stock shares Issued | 53,093 | |||||||||||||
Shares issued (in Dollars) | $ 200,000 | $ 200,000 | ||||||||||||
warrants purchased | 116,667 | 208,000 | ||||||||||||
Warrants Exercise | 53,093 | 53,093 | ||||||||||||
Value of warrants (in Dollars) | $ 200,000 | |||||||||||||
Warrants description | During the year ended March 31, 2021, the Company issued 166,106 shares of its common stock in connection with the exercise of 166,667 common stock warrants on a cashless basis. |
Stock-Based Compensation, Res_3
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - USD ($) | Apr. 27, 2021 | Feb. 16, 2021 | Jan. 31, 2021 | Jan. 26, 2021 | Jun. 06, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 16, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 28, 2021 | Jan. 20, 2020 |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Common stock shares issued | 5,333,333 | 800,000 | 66,667 | ||||||||||||
Expire term | 10 years | ||||||||||||||
Equity compensation plan information, description | The available shares in the 2020 Plan will automatically increase on the first trading day in January of each calendar year during the term of this Plan, commencing with January 2021, by an amount equal to the lesser of (i) five percent (5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 shares of common stock or (iii) such number of shares of common stock as may be established by the Company’s Board of Directors. | ||||||||||||||
Number of shares allocated | 7,333,333 | 7,333,333 | 7,333,333 | ||||||||||||
Fair value (in Dollars) | $ 4,700,000 | ||||||||||||||
Stock based compensation (in Dollars) | $ 800,000 | $ 14,125,997 | $ 4,496,169 | ||||||||||||
Unrecognized stock-based compensation (in Dollars) | $ 3,900,000 | ||||||||||||||
Exchange for options purchase shares | 366,667 | ||||||||||||||
Options granted | 26,261 | ||||||||||||||
Recognized over a period | 1 year 6 months | ||||||||||||||
Purchase of shares | 630,556 | ||||||||||||||
Consultings Services [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Options granted | 900,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Warrants to purchase common stock | 398,896 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Common stock shares issued | 1,061,905 | ||||||||||||||
Exchange for options purchase shares | 1,571,428 | ||||||||||||||
Officers and Employees [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Unvested restricted common stock fair value (in Dollars) | $ 2,000,000 | ||||||||||||||
Stock issued to officers and employees (in Dollars) | $ 900,000 | $ 900,000 | |||||||||||||
Options granted | 4,461,130 | 4,464,463 | |||||||||||||
Fair value (in Dollars) | $ 10,200,000 | $ 10,200,000 | |||||||||||||
Vesting period | 90 days | ||||||||||||||
Stock-based compensation expense (in Dollars) | $ 1,200,000 | ||||||||||||||
Exchange vested restricted common shares | 2,000,000 | ||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Fair value (in Dollars) | $ 4,100,000 | ||||||||||||||
Vesting period | 3 years | ||||||||||||||
Stock-based compensation expense (in Dollars) | $ 3,700,000 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Fair value (in Dollars) | $ 6 | $ 6 | $ 6 | ||||||||||||
Vesting period | 2 years | ||||||||||||||
Warrants to purchase common stock | 3,854,088 | ||||||||||||||
Options [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Vesting period | 1 year 292 days | ||||||||||||||
Stock-based compensation expense (in Dollars) | $ 1,000,000 | ||||||||||||||
Warrants to purchase common stock | 85,000 | ||||||||||||||
Minimum [Member] | Chief Executive Officer [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Vesting period | 2 years | ||||||||||||||
Maximum [Member] | Chief Executive Officer [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Vesting period | 3 years | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Exchange for options purchase shares | 54,149 | 166,667 | |||||||||||||
Common stock issued values (in Dollars) | $ 108,792 | ||||||||||||||
Issuance of common stock and warrants in connection with cancellation of consulting agreement, shares | 33,333 | ||||||||||||||
Warrants exercised shares | 316,421 | ||||||||||||||
Stock Option [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Options granted | 8,949,107 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) [Line Items] | |||||||||||||||
Exchange for options purchase shares | 53,093 | ||||||||||||||
Warrants to purchase common stock | 116,667 | 208,000 | |||||||||||||
Warrants to purchase shares | 116,667 | ||||||||||||||
Common stock issued | 53,093 | 97,222 | |||||||||||||
Common stock issued values (in Dollars) | $ 200,000 | $ 200,000 | |||||||||||||
Issuance of common stock and warrants in connection with cancellation of consulting agreement, shares | 381,800 | ||||||||||||||
Warrants exercised shares | 53,093 | 53,093 | |||||||||||||
Warrant issued | 956,775 | ||||||||||||||
Replacement warrants | 2,090,847 | ||||||||||||||
Warrants in connection with its convertible notes | 531,555 |
Stock-Based Compensation, Res_4
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of stock based compensation expenses - Stock-Based Compensation [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Research and development expenses | $ 2,444,148 | $ 1,759,725 |
Selling, general and administrative expenses | 11,987,284 | 3,355,964 |
Total stock-based compensation | $ 14,431,432 | $ 5,115,689 |
Stock-Based Compensation, Res_5
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of restricted stock awards - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of restricted stock awards [Abstract] | ||
Number of Shares Unvested | 1,250,003 | |
Weighted Average Grant-Date Fair Value Unvested | $ 2.46 | |
Number of Shares Unvested | 777,778 | 1,250,003 |
Weighted Average Grant-Date Fair Value Unvested | $ 5.12 | $ 2.46 |
Number of Shares Granted | 2,371,428 | 2,000,000 |
Weighted Average Grant-Date Fair Value Granted | $ 3.47 | $ 2.46 |
Number of SharesCanceled | (1,310,003) | |
Weighted Average Grant-Date Fair Value Canceled | $ 2.38 | |
Number of Shares Vested | (1,533,650) | (749,997) |
Weighted Average Grant-Date Fair Value Vested | $ 2.67 | $ 2.46 |
Stock-Based Compensation, Res_6
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of of stock options granted | 12 Months Ended |
Mar. 31, 2021 | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of of stock options granted [Line Items] | |
Dividend yield | 0.00% |
Expected price volatility | 50.00% |
Minimum [Member] | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of of stock options granted [Line Items] | |
Risk free interest rate | 0.16% |
Expected term | 1 year |
Maximum [Member] | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of of stock options granted [Line Items] | |
Risk free interest rate | 0.94% |
Expected term | 7 years |
Stock-Based Compensation, Res_7
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of stock options - Stock Options [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of stock options [Line Items] | ||
Shares Underlying Options Outstanding | 1,937,833 | 1,937,833 |
Weighted Average Exercise Price Outstanding | $ 0.54 | $ 0.54 |
Weighted Average Remaining Contractual Term (Years) Outstanding | 8 years 73 days | 9 years 73 days |
Aggregate Intrinsic Value Outstanding | $ 4,243,610 | $ 3,720,395 |
Shares Underlying Options Outstanding | 10,861,940 | 1,937,833 |
Weighted Average Exercise Price Outstanding | $ 2.73 | $ 0.54 |
Weighted Average Remaining Contractual Term (Years) Outstanding | 8 years | |
Aggregate Intrinsic Value Outstanding | $ 17,523,650 | $ 4,243,610 |
Shares Underlying Options Exercisable | 10,382,079 | |
Weighted Average Exercise Price Exercisable | $ 2.64 | |
Weighted Average Remaining Contractual Term (Years) Exercisable | 8 years | |
Aggregate Intrinsic Value Exercisable | $ 17,361,817 | |
Shares Underlying Options Granted | 8,949,107 | |
Weighted Average Exercise Price Granted | $ 3.23 | |
Weighted Average Remaining Contractual Term (Years) Granted | 8 years 146 days | |
Shares Underlying Options Exercised | (25,000) | |
Weighted Average Exercise Price Exercised | $ 0.15 |
Stock-Based Compensation, Res_8
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of warrant activity - Warrant [Member] | 12 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Shares Underlying Options Outstanding | shares | 1,281,852 |
Weighted Average Exercise Price Outstanding | $ / shares | $ 1.91 |
Weighted Average Remaining Contractual Term (Years) Outstanding | 3 years |
Aggregate Intrinsic Value Outstanding | $ | |
Shares Underlying Options Outstanding | shares | 3,883,083 |
Weighted Average Exercise Price Outstanding | $ / shares | $ 2.49 |
Weighted Average Remaining Contractual Term (Years) Outstanding | 4 years 219 days |
Aggregate Intrinsic Value Outstanding | $ | $ 7,763,341 |
Shares Underlying Options Exercisable | shares | 3,267,698 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 1.93 |
Weighted Average Remaining Contractual Term (Years) Exercisable | 4 years 36 days |
Aggregate Intrinsic Value Exercisable | $ | $ 6,320,439 |
Shares Underlying Options Issued | shares | 3,727,765 |
Weighted Average Exercise Price Issued | $ / shares | $ 2.95 |
Weighted Average Remaining Contractual Term (Years) Issued | 4 years 255 days |
Shares Underlying Options Exercised | shares | (169,760) |
Weighted Average Exercise Price Exercised | $ / shares | $ 4.17 |
Shares Underlying Options Canceled | shares | (956,775) |
Weighted Average Exercise Price Canceled | $ / shares | $ 1.67 |
Stock-Based Compensation, Res_9
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of estimated the fair value of the warrants | 12 Months Ended |
Mar. 31, 2021 | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of estimated the fair value of the warrants [Line Items] | |
Expected price volatility | 50.00% |
Expected term | 5 years |
Minimum [Member] | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of estimated the fair value of the warrants [Line Items] | |
Risk free interest rate | 0.40% |
Maximum [Member] | |
Stock-Based Compensation, Restricted Stock and Stock Options: (Details) - Schedule of estimated the fair value of the warrants [Line Items] | |
Risk free interest rate | 2.40% |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 14,000,000 |
Reduce future taxable income | $ 14,000,000 |
Income tax, description | In addition, the limitation of NOL utilization up to 80% of taxable income limitation is temporarily removed, allowing NOLs to fully offset taxable income. $25,523 of the federal NOL will expire in 2037. The state net operating loss carryforwards will begin to expire in 2037. |
Income taxabe amount | $ 25,523 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax assets: | ||
Accrued vacation | $ 2,489 | |
Accrued payroll | 147,307 | |
Stock-based compensation | 544,158 | 544,158 |
Net operating loss | 3,678,886 | 2,410,744 |
Total deferred income tax assets | 4,370,351 | 2,957,391 |
Deferred income tax liabilities: | ||
Fixed assets | (712) | (532) |
Development technology | (20,017) | (20,017) |
Total deferred income tax liabilities | (20,729) | (20,549) |
Net deferred income tax assets | 4,349,622 | 2,936,842 |
Valuation allowance | (4,349,622) | (2,936,842) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of statutory income tax rates | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of statutory income tax rates [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 1.10% | 4.90% |
Stock-based compensation | (7.30%) | (1.20%) |
Amortization of debt discount | (7.30%) | |
Loss on exchange of notes payable for common stock and warrants | (0.80%) | |
Change in fair value of warrant liability | (1.20%) | |
Deferred tax true-up | (2.00%) | (0.30%) |
Change in valuation allowance | (3.50%) | (24.50%) |
Income taxes provision (benefit) |
Related Parties (Details)
Related Parties (Details) | Mar. 31, 2021USD ($) |
Mr. Doug Croxall [Member] | |
Related Parties (Details) [Line Items] | |
Advances from chief executive officer | $ 50,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | May 04, 2021 | Mar. 04, 2021 | Jul. 02, 2019 | Oct. 01, 2017 | Jul. 01, 2016 | Mar. 08, 2016 | Mar. 31, 2021 | Nov. 30, 2018 | Jun. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Operating leases rent expense | $ 1,800 | $ 1,200 | $ 400 | $ 4,500 | $ 7,550 | ||||||
Lease expiration, description | The lease expired on June 30, 2018 and the Company extended the lease through June 30, 2019. | ||||||||||
Lease expiration date | Jun. 30, 2022 | ||||||||||
Operating expenses | $ 23,097 | ||||||||||
Recognized rent expense | $ 100,000 | $ 100,000 | |||||||||
Hudson 11601 Wilshire LLC [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lease agreement description | On March 4, 2021, the Company entered into a lease agreement with Hudson 11601 Wilshire, LLC, to lease 3,500 square feet of office space located in Los Angeles, California. The lease term is 39 months and expires on June 30, 2024. The monthly lease expense is as follows: ●Months 1-12 - $18,375.00 ●Months 13-24 - $19,018.13 ●Months 25-36 - $19,683.76 ●Months 37-39 - $20,372.69 The Company paid a security deposit totaling $20,373 at the lease inception date. | ||||||||||
HP, Inc., [Member] | Subsequent Event [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Lease agreement description | The lease term is 5 years and the lease commencement date is April 1, 2021. The monthly lease expense is $7,388 and increases 3% on each anniversary of the lease commencement date. The Company will pay a security deposit totaling $8,315. The Company has the option to extend the lease for an additional 5 years |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Shedule of future minimum payments | Mar. 31, 2021USD ($) |
Shedule of future minimum payments [Abstract] | |
Year ended March 31, 2022 | $ 384,904 |
Year ended March 31, 2023 | 326,002 |
Year ended March 31, 2024 | 313,643 |
Year ended March 31, 2025 | 144,275 |
Year ended March 31, 2026 | 99,783 |
Total | $ 1,268,607 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Subsequent Events (Details) [Line Items] | |
shares issue of common stock | shares | 26,261 |
Fair value of common stock | $ | $ 0.1 |
Exchange of per share | $ / shares | $ 3.81 |
Options [Member] | |
Subsequent Events (Details) [Line Items] | |
Warrants to purchase common stock | shares | 85,000 |
Stock options fair value | $ | $ 0.2 |