VistaGen Therapeutics (VTGN) 10-Q 13 Feb 17 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2016	Feb. 10, 2017
Document And Entity Information
Entity Registrant Name	VistaGen Therapeutics, Inc.
Entity Central Index Key	1,411,685
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,581,471
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Current assets:
Cash and cash equivalents	$ 4,372,000	$ 428,500
Sublicense fee receivable	1,250,000	0
Prepaid expenses and other current assets	146,400	426,800
Total current assets	5,768,400	855,300
Property and equipment, net	59,900	87,600
Security deposits and other assets	47,800	46,900
Total assets	5,876,100	989,800
Current liabilities:
Accounts payable	874,400	936,000
Accrued expenses	961,800	814,000
Current portion of notes payable and accrued interest	35,800	43,600
Capital lease obligations	300	1,100
Total current liabilities	1,872,300	1,794,700
Non-current liabilities:
Notes payable	0	27,200
Accrued dividends on Series B Preferred Stock	1,339,300	2,089,600
Deferred rent liability	75,900	55,500
Total non-current liabilities	1,415,200	2,172,300
Total liabilities	3,287,500	3,967,000
Commitments and contingencies
Stockholders' deficit:
Common stock, $0.001 par value; 30,000,000 shares authorized at December 31, 2016 and March 31, 2016; 8,717,136 and 2,623,145 shares issued at December 31, 2016 and March 31, 2016, respectively	8,700	2,600
Additional paid-in capital	145,993,900	132,725,000
Treasury stock, at cost, 135,665 shares of common stock held at December 31, 2016 and March 31, 2016	(3,968,100)	(3,968,100)
Accumulated deficit	(139,449,900)	(131,743,200)
Total stockholders' equity (deficit)	2,588,600	(2,977,200)
Total liabilities and stockholders' equity (deficit)	5,876,100	989,800
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock	500	500
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred stock	1,200	3,700
Series C Preferred Stock [Member]
Stockholders' deficit:
Preferred stock	$ 2,300	$ 2,300

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2016	Mar. 31, 2016
Stockholders deficit:
Preferred Stock, par value	$ 0.001	$ .001
Preferred Stock, Authorized	10,000,000	10,000,000
Common Stock, Par Value Par Share	$ .001	$ .001
Common Stock, Shares Authorized	30,000,000	30,000,000
Common Stock, Shares, Issued	8,717,136	2,623,145
Treasury Stock, Shares	135,665	135,665
Series A Preferred Stock [Member]
Stockholders deficit:
Preferred Stock, Authorized	500,000	500,000
Preferred Stock, Shares Outstanding	500,000	500,000
Series B Preferred Stock [Member]
Stockholders deficit:
Preferred Stock, Authorized	4,000,000	4,000,000
Preferred Stock, Shares Issued	1,160,240	3,663,007
Preferred Stock, Shares Outstanding	1,160,240	3,663,007
Series C Preferred Stock [Member]
Stockholders deficit:
Preferred Stock, Authorized	3,000,000	3,000,000
Preferred Stock, Shares Issued	2,318,012	2,318,012
Preferred Stock, Shares Outstanding	2,318,012	2,318,012

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Revenues:
Sublicense fees	$ 1,250,000	$ 0	$ 1,250,000	$ 0
Total revenues	1,250,000	0	1,250,000	0
Operating expenses:
Research and development	1,611,000	806,300	4,042,800	2,835,000
General and administrative	2,276,600	1,335,500	4,907,800	6,514,500
Total operating expenses	3,887,600	2,141,800	8,950,600	9,349,500
Loss from operations	(2,637,600)	(2,141,800)	(7,700,600)	(9,349,500)
Other expenses, net:
Interest expense, net	(900)	(2,500)	(3,700)	(769,800)
Change in warrant liability	0	0	0	(1,894,700)
Loss on extinguishment of debt	0	0	0	(26,700,200)
Other income (expense)	0	(2,300)	0	(2,300)
Loss before income taxes	(2,638,500)	(2,146,600)	(7,704,300)	(38,716,500)
Income taxes	0	0	(2,400)	(2,300)
Net loss	(2,638,500)	(2,146,600)	(7,706,700)	(38,718,800)
Accrued dividends on Series B Preferred stock	(237,700)	(631,300)	(1,018,500)	(1,459,300)
Deemed dividend on Series B Preferred Units	0	(668,700)	(111,100)	(1,811,800)
Net loss attributable to common stockholders	$ (2,876,200)	$ (3,446,600)	$ (8,836,300)	$ (41,989,900)
Basic and diluted net loss attributable to common stockholders per common share	$ (0.34)	$ (1.95)	$ (1.23)	$ (25.45)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share	8,381,824	1,765,641	7,181,307	1,650,160
Comprehensive loss	$ (2,638,500)	$ (2,146,600)	$ (7,706,700)	$ (38,718,800)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (7,706,700)	$ (38,718,800)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	37,600	40,800
Amortization of discounts on convertible and promissory notes	0	564,800
Change in warrant liability	0	1,894,700
Stock-based compensation	573,900	3,868,300
Expense related to modification of warrants, including exchange of warrants for Series C Preferred and common stock	427,500	614,900
Amortization of deferred rent	20,400	(19,500)
Fair value of common stock granted for services	1,217,500	606,300
Fair value of Series B Preferred stock granted for services	375,000	1,045,000
Fair value of warrants granted for services and interest	240,300	111,200
Gain on currency fluctuation	0	(6,400)
Loss on disposition of fixed assets	0	2,300
Changes in operating assets and liabilities:
Sublicense fee receivable	(1,250,000)	0
Prepaid expenses, security deposit and other current assets	22,000	61,800
Accounts payable and accrued expenses, including accrued interest	74,200	(264,500)
Net cash used in operating activities	(5,968,300)	(3,498,900)
Cash flows from investing activities:
Purchases of equipment	(9,900)	(4,600)
Net cash used in investing activities	(9,900)	(4,600)
Cash flows from financing activities:
Net proceeds from issuance of common stock and warrants, including Units	9,785,000	280,000
Net proceeds from issuance of Series B Preferred Units	278,000	4,397,800
Repayment of capital lease obligations	(800)	(700)
Repayment of notes	(140,500)	(85,200)
Net cash provided by financing activities	9,921,700	4,591,900
Net increase in cash and cash equivalents	3,943,500	1,088,400
Cash and cash equivalents at beginning of period	428,500	70,000
Cash and cash equivalents at end of period	4,372,000	1,158,400
Supplemental disclosure of noncash activites:
Conversion of Senior Secured Notes, Subordinate Convertible Notes, Promissory Notes, Accounts payable and other debt into Series B Preferred	0	18,891,400
Insurance premiums settled by issuing note payable	117,500	79,400
Accrued dividends on Series B Preferred	1,018,500	1,459,300
Accrued dividends on Series B Preferred settled upon conversion by issuance of common stock	$ 1,768,800	$ 43,500

Description of Business

Description of Business	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Description of Business	Overview VistaGen Therapeutics, Inc. (NASDAQ: VTGN), a Nevada corporation, is a clinical-stage biopharmaceutical company focused on developing new generation medicines for depression and other central nervous system ( CNS www.vistagen.com VistaGen Therapeutics, Inc. VistaGen we the Company us our AV-101, our lead CNS product candidate, is a new generation oral antidepressant drug candidate in Phase 2 development, initially as an adjunctive treatment for Major Depressive Disorder ( MDD FDA AV-101’s mechanism of action, as an N-methyl D aspartate receptor ( NMDAR GlyB A Phase 2a clinical study of AV-101 as a monotherapy in subjects with treatment-resistant MDD is being conducted and fully funded by the U.S. National Institute of Mental Health ( NIMH NIH CRADA Phase 2a Study I.V. We are preparing to launch our Phase 2b clinical study of AV-101 as a new generation adjunctive treatment of MDD in adult patients with an inadequate response to standard, FDA-approved antidepressants ( Phase 2b Study MGH NEJM JAMA VistaStem Therapeutics ( VistaStem hPSC NCEs CardioSafe 3D BlueRock Agreement RM AV-101 and Major Depressive Disorder Background The World Health Organization ( WHO CDC Most standard, FDA-approved antidepressants target neurotransmitter reuptake inhibition – either serotonin (antidepressants known as SSRIs SNRIs All standard, FDA-approved antidepressants have risks of significant side effects, including, among others, potential anxiety, metabolic syndrome, sleep disturbance and sexual dysfunction. Adjunctive use of atypical antipsychotics to augment inadequately performing standard antidepressants increases the risk of serious side effects, including, potentially, tardive dyskinesia, significant weight gain, diabetes and heart disease, while offering only a modest potential increase in therapeutic benefit. AV-101 AV-101, our oral new generation antidepressant prodrug candidate, is in Phase 2 clinical development for the adjunctive treatment of MDD patients with an inadequate response to standard antidepressants. As published in the October 2015 issue of the peer-reviewed, Journal of Pharmacology and Experimental Therapeutics, The prodrug 4-chlorokynurenine causes ketamine-like antidepressant effects, but not side effects, by NMDA/glycineB-site inhibition, AMPA Following the completion of our NIH-funded, randomized, double blind, placebo-controlled AV-101 Phase 1a and Phase 1b safety studies, the NIMH initiated and is fully funding the Phase 2a study of AV-101 as a monotherapy in subjects with treatment-resistant MDD under our February 2015 CRADA with the NIMH. Dr. Carlos Zarate Jr. of the NIMH is the Principal Investigator conducting the Phase 2a Study at the NIMH. The trial is expected to enroll up to 25 patients. We currently anticipate that the NIMH will complete the Phase 2a Study by the end of 2017. We are preparing to launch our approximately 280-patient Phase 2b Study of AV-101 as an adjunctive treatment of MDD in patients with an inadequate response to standard, FDA-approved antidepressants. We currently anticipate the launch of the Phase 2b Study, with Dr. Maurizio Fava of Harvard Medical School serving as Principal Investigator, by the end of the second quarter of 2017. We currently anticipate top line results of the Phase 2b Study by the end of 2018. We believe preclinical studies support the hypothesis that AV-101 may also have the potential to treat multiple CNS disorders and neurodegenerative diseases in addition to MDD, including chronic neuropathic pain, epilepsy, Parkinson’s disease and Huntington’s disease, where modulation of the NMDAR, AMPA pathway and/or key active metabolites of AV-101 may achieve therapeutic benefit. However, human clinical studies will be required before this therapeutic potential could be demonstrated. There is no guarantee that human clinical trials would be successful or that the FDA would approve the use of AV-101 for the treatment of one or more of these additional CNS indications. CardioSafe 3D™; NCE Drug Rescue and Regenerative Medicine VistaStem Therapeutics is our wholly owned subsidiary focused on applying hPSC technology to discover, rescue, develop and commercialize proprietary NCEs, including small molecule NCEs with regenerative potential, for CNS and other diseases, as well as potential cellular therapies involving stem cell-derived blood, cartilage, heart and liver cells. CardioSafe in vitro in vitro CardioSafe BlueRock Therapeutics Agreement in vitro Subsidiaries VistaGen Therapeutics, Inc., a California corporation dba VistaStem Therapeutics ( VistaStem

Basis of Presentation

Basis of Presentation	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Basis of Presentation	The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP The accompanying unaudited Condensed Consolidated Financial Statements and notes to Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the fiscal year ended March 31, 2016 contained in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ( SEC The accompanying unaudited Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. As a developing-technology company having not yet developed commercial products or achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $139.4 million accumulated from inception through December 31, 2016. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further potential development of AV-101, including conducting clinical trials, and pursue potential drug rescue, drug development and regenerative medicine opportunities. Since our inception in May 1998 through December 31, 2016, we have financed our operations and technology acquisitions primarily through the issuance and sale of our equity and debt securities, including convertible promissory notes and short-term promissory notes, for cash proceeds of approximately $44.5 million, as well as from an aggregate of approximately $17.6 million of government research grant awards, strategic collaboration payments, intellectual property sublicensing and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $30.4 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. Between April 1, 2016 and May 4, 2016, we sold to accredited investors Series B Preferred Units consisting of 39,714 unregistered shares of our Series B Preferred Stock, par value $0.001 per share ( Series B Preferred Series B Preferred Warrants May 2016 Public Offering , Sublicense Fee Receivable and Sublicense Revenue, Commission Notwithstanding the foregoing, substantial additional financing may not be available to us on a timely basis, on acceptable terms, or at all. If we are unable to obtain substantial additional financing on a timely basis when needed in 2017 and beyond, our business, financial condition, and results of operations may be harmed, the price of our stock may decline, we may be required to reduce, defer, or discontinue certain of our research and development activities and we may not be able to continue as a going concern. These unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Summary of Significant Accounting Policies	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those relating to share-based compensation, and assumptions that have been used to value warrants, warrant modifications, warrant liabilities. With the exception of the $1.25 million of sublicense revenue recorded in the quarter ended December 31, 2016 under the BlueRock Therapeutics Agreement, which agreement is described in greater detail under Note 5 , Sublicense Fee Receivable and Sublicense Revenue Research and Development Expenses Research and development expenses are composed of both internal and external costs. Internal costs include salaries and employment-related expenses of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with nonclinical and clinical development of AV-101, now in Phase 2 clinical development, initially for Major Depressive Disorder, stem cell technology-related research and development costs, and costs related to the filing, maintenance and prosecution of patents and patent applications and technology licenses. All such costs are charged to expense as incurred. Stock-Based Compensation We recognize compensation cost for all stock-based awards to employees or consultants based on the grant date fair value of the award. Non-cash, stock-based compensation expense is recognized over the period during which the employee or consultant is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have no awards with market or performance conditions. For equity awards to non-employees, we re-measure the fair value of the awards as they vest and the resulting value is recognized as an expense during the period over which the services are performed. The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2016 and 2015. Three Months Ended Nine Months Ended December 31, December 31, 2016 2015 2016 2015 Research and development expense: Stock option grants $ 113,900 $ 71,300 $ 239,900 $ 118,700 Warrants granted to officer in March 2014 - 2,800 - 8,500 Warrants granted to officer in September 2015 - - - 852,200 113,900 74,100 239,900 979,400 General and administrative expense: Stock option grants 153,300 20,400 334,000 36,500 Warrants granted to officers and directors in March 2014 - 3,900 - 11,700 Warrants granted to officers, directors and consultants in September 2015 - - - 2,840,700 153,300 24,300 334,000 2,888,900 Total stock-based compensation expense $ 267,200 $ 98,400 $ 573,900 $ 3,868,300 In June 2016, our Board of Directors ( the Board Assumption: June 2016 September 2016 November 2016 Market price per share at grant date $ 3.49 $ 4.27 $ 3.80 Exercise price per share $ 3.49 $ 4.27 $ 3.80 Risk-free interest rate 1.34 % 1.29 % 1.76 % Contractual or estimated term in years 6.68 6.25 6.79 Volatility 81.69 % 83.26 % 84.38 % Dividend rate 0.0 % 0.0 % 0.0 % Shares 655,000 125,000 560,000 Fair Value per share $ 2.50 $ 3.05 $ 2.81 During September 2015, the Board approved the grant of options to purchase an aggregate of 90,000 shares of our common stock at an exercise price of $9.25 per share to our non-officer employees and certain consultants. The Board also granted immediately vested warrants to purchase an aggregate of 650,000 shares of our common stock to our executive officers, independent members of the Board and certain consultants. We valued the warrants and options granted in September 2015 using the Black-Scholes Option Pricing Model and the following assumptions: Assumption: Warrants Employee Options Non-employee Options Market price per share at grant date $ 9.11 $ 9.11 $ 9.11 Exercise price per share $ 9.25 $ 9.25 $ 9.25 Risk-free interest rate 1.52 % 2.02 % 2.20 % Contractual or estimated term in years 5.00 6.25 10.00 Volatility 77.19 % 79.48 % 103.42 % Dividend rate 0.0 % 0.0 % 0.0 % Shares 650,000 60,000 30,000 Fair Value per share $ 5.68 $ 6.35 $ 8.27 Comprehensive Loss We have no components of other comprehensive loss other than net loss, and accordingly our comprehensive loss is equivalent to our net loss for the periods presented. Income (Loss) per Common Share Basic net income (loss) per share of common stock excludes the effect of dilution and is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. In calculating diluted net income (loss) per share, we have historically adjusted the numerator for the change in the fair value of the warrant liability attributable to outstanding warrants, only if dilutive, and increased the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. The change in the fair value of the warrant liability, which was eliminated in May 2015, had no impact on the diluted net earnings per share calculation in any period included in these unaudited Condensed Consolidated Financial Statements. As a result of our net loss for the periods presented, potentially dilutive securities were excluded from the computation of net loss per share, as their effect would be antidilutive. For the three and nine month periods ended December 31, 2016 and 2015, the accrual for dividends on our Series B Preferred and the deemed dividend attributable to the issuance of our Series B Preferred Units represent deductions from our net loss to arrive at net loss attributable to common stockholders for those periods. Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of December 31, 2016 2015 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 3,588,863 Series C Preferred stock issued and outstanding (3) 2,318,012 - Outstanding options under the 2016 (formerly 2008) and 1999 Stock Incentive Plans 1,659,324 296,738 Outstanding warrants to purchase common stock 4,550,370 4,971,497 Warrant shares issuable to PLTG upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, as subsequently amended - 535,715 Total 10,437,946 10,142,813 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended (2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015 (3) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016 Recent Accounting Pronouncements Other than as identified below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2016, as compared to the recent accounting pronouncements described in the Company’s Form 10-K for the fiscal year ended March 31, 2016, that are of significance or potential significance to the Company. In August 2016, the Financial Accounting Standards Board issued guidance to reduce the diversity in the presentation of certain cash receipts and cash payments presented and classified in the statement of cash flows. The guidance addresses the following eight specific cash flow issues: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transitions and (8) separately identifiable cash flows and application of predominance principle. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires retrospective adoption. We are evaluating the effect that ASU No. 2016-15 will have on our consolidated financial statements and related disclosures.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Fair Value Measurements	We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. In conjunction with certain Senior Secured Convertible Promissory Notes that we issued to Platinum Long Term Growth VII, LLC ( PLTG On May 12, 2015, we entered into an agreement with PLTG pursuant to which PLTG agreed to amend the PLTG Warrants to (i) fix the exercise price thereof at $7.00 per share, (ii) eliminate the exercise price reset features and (iii) fix the number of shares of our common stock issuable thereunder. This agreement and the related modification of the PLTG Warrants resulted in the elimination of the warrant liability with respect to the PLTG Warrants during the quarter ended June 30, 2015. In January 2016, we entered into an Exchange Agreement with PLTG pursuant to which PLTG exchanged all outstanding PLTG Warrants plus the shares issuable pursuant to the Series A Preferred Exchange Warrant for unregistered shares of our Series C Convertible Preferred Stock ( Series C Preferred We carried no assets or liabilities at fair value at December 31, 2016 or March 31, 2016.

Sublicense Fee Receivable and S

Sublicense Fee Receivable and Sublicense Revenue	9 Months Ended
	Dec. 31, 2016
Sublicense Fee Receivable And Sublicense Revenue
Sublicense Fee Receivable and Sublicense Revenue	On December 9, 2016, we entered into an Exclusive License and Sublicense Agreement with BlueRock Therapeutics, LP, a next generation regenerative medicine company established in December 2016 by Bayer AG and Versant Ventures ( BlueRock Therapeutics UHN Under the BlueRock Therapeutics Agreement, we are entitled to receive an upfront payment of $1.25 million and we have the potential to receive additional milestone payments and royalties in the future, in the event certain performance-based milestones and commercial sales are achieved. At December 31, 2016, we had no further obligations under the BlueRock Therapeutics Agreement and, accordingly, we recorded a receivable for the $1.25 million upfront payment with a corresponding recognition of the sublicense revenue. We received the $1.25 million cash payment due under the BlueRock Therapeutics Agreement on January 5, 2017. Also on December 9, 2016, we entered into a series of agreements with UHN pursuant to which we (i) executed two new exclusive patent license agreements related to certain cardiac stem cell technologies discovered by Dr. Gordon Keller, Director of UHN's McEwen Centre for Regenerative Medicine, under our Sponsored Research Agreement with Dr. Keller and UHN, originally executed on September 18, 2007 (the SRA

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets are composed of the following at December 31, 2016 and March 31, 2016: December 31, March 31, 2016 2016 Insurance $ 58,300 $ 27,000 Prepaid AV-101 development expenses 82,300 - Prepaid compensation under financial advisory and other consulting agreements - 337,500 Public offering expenses - 57,400 All other 5,800 4,900 $ 146,400 $ 426,800

Accrued Expenses

Accrued Expenses	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Accrued Expenses	Accrued expenses are composed of the following at December 31, 2016 and March 31, 2016: December 31, March 31, 2016 2016 Accrued professional services $ 34,700 $ 318,000 Accrued AV-101 development expenses 918,300 186,000 Accrued compensation - 310,000 All other 8,800 - $ 961,800 $ 814,000

Notes Payable

Notes Payable	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Notes Payable	The following table summarizes our unsecured promissory notes at December 31, 2016 and March 31, 2016. December 31, 2016 March 31, 2016 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total 5.75% Note payable to insurance premium financing company (current) $ 35,800 $ - $ 35,800 $ - $ - $ - 7.0% Note payable to Progressive Medical Research $ - $ - $ - $ 58,800 $ 12,000 $ 70,800 less: current portion - - - (31,600 ) (12,000 ) (43,600 ) 7.0% Notes payable - non-current portion $ - $ - $ - $ 27,200 $ - $ 27,200 Total notes payable to unrelated parties $ 35,800 $ - $ 35,800 $ 58,800 $ 12,000 $ 70,800 less: current portion (35,800 ) - (35,800 ) (31,600 ) (12,000 ) (43,600 ) Net non-current portion $ - $ - $ - $ 27,200 $ - $ 27,200 Between May 2015 and August 2015, we extinguished the outstanding balances of approximately $17,200,000 of indebtedness, including all senior secured promissory notes and a substantial portion of other indebtedness that was either due and payable or would have become due and payable prior to March 31, 2016, by converting such indebtedness into shares of our Series B Preferred at a Conversion Price (or stated value) of $7.00 per share. Evaluating each converted note or debt class separately, we determined that the conversion of each of such notes and other debt instruments into Series B Preferred should be accounted for as an extinguishment of debt. Because the fair value of the Series B Preferred into which the debt instruments were converted in all cases exceeded the carrying value of the debt, we recorded an aggregate, non-recurring, non-cash loss on extinguishment of debt of $26,700,200, in our fiscal year ended March 31, 2016, as reflected in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended December 31, 2015. On January 5, 2016, we paid in full the $33,300 outstanding balance (principal and accrued but unpaid interest) of the promissory note previously issued to the University of California in connection with our collaborative research and development relationship with the University of California at Davis. On June 13, 2016, we paid in full the $71,600 outstanding balance (principal and accrued but unpaid interest) of the promissory note we issued to Progressive Medical Research ( PMR In May 2016, we executed a promissory note in the face amount of $117,500 in connection with certain insurance policy premiums. The note is payable in monthly installments of $12,100, including principal and interest, through March 2017, and the remaining balance of such note as of December 31, 2016 was $35,800.

Capital Stock

Capital Stock	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Capital Stock	Series B Preferred Unit Offering Prior to the consummation of our May 2016 Public Offering, we sold to accredited investors in self-placed private placement transactions an aggregate of $278,000 of units in our Series B Preferred Unit offering in April and May 2016, which units consisted of Series B Preferred and Series B Warrants (together Series B Preferred Units We allocated the proceeds from the sale of the Series B Preferred Units during April and May 2016 to the Series B Preferred and the Series B Warrants based on their relative fair values on the dates of the sales. We determined that the fair value of a share of Series B Preferred was equal to the quoted market value of a share of our common stock on the date of a Series B Preferred Unit sale. We calculated the fair value of the Series B Warrants using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. The table below also presents the aggregate allocation of the Series B Preferred Unit sales proceeds based on the relative fair values of the Series B Preferred and the Series B Warrants as of their respective Series B Preferred Unit sales dates. The difference between the relative fair value per share of the Series B Preferred, approximately $4.20 per share, and its Conversion Price (or stated value) of $7.00 per share represents a deemed dividend to the purchasers of the Series B Preferred Units. Accordingly, we have recognized a deemed dividend in the aggregate amount of $111,100 in arriving at net loss attributable to common stockholders in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended December 31, 2016. Unit Warrants Weighted Average Issuance Date Valuation Assumptions Aggregate Allocation of Proceeds Warrant Risk free Per Share Fair Aggregate Fair Value Aggregate Proceeds Based on Relative Fair Value of: Shares Market Exercise Term Interest Dividend Value of of Unit of Unit Unit Unit Issued Price Price (Years) Rate Volatility Rate Warrant Warrants Sales Stock Warrant 39,714 $ 8.45 $ 7.00 5.00 1.27% 78.43% 0.0% $ 5.63 $ 223,500 $ 278,000 $ 166,900 $ 61,100 May 2016 Public Offering and Listing of our Common Stock on The NASDAQ Capital Market Effective on May 16, 2016, we consummated an underwritten public offering of our securities, pursuant to which we issued units consisting of an aggregate of 2,570,040 registered shares of our common stock at a public sales price of $4.24 per share and five-year warrants exercisable at $5.30 per share to purchase an aggregate of 2,705,883 shares of our common stock at a public sales price of $0.01 per warrant share, including shares and warrants issued in June 2016 pursuant to the exercise of the underwriters’ over-allotment option. We received gross proceeds of approximately $10.9 million and net proceeds of approximately $9.5 million from the May 2016 Public Offering, after deducting underwriters’ commissions and other offering expenses. The warrants issued in the May 2016 Public Offering have no anti-dilution or other exercise price or share reset features, except as is customary with respect to a change in our capital structure in the event of a stock split or dividend, and, accordingly, we have accounted for them as equity warrants. The securities included in the May 2016 Public Offering Warrants were offered, issued and sold under a prospectus filed with the Commission pursuant to an effective registration statement ( Registration Statement Securities Act In connection with the completion of our May 2016 Public Offering, NASDAQ approved our common stock for listing on The NASDAQ Capital Market. Our common stock began trading on The NASDAQ Capital Market under the symbol “VTGN” on May 11, 2016. Conversion of Series B Preferred into Common Stock During April 2016, prior to the consummation of the May 2016 Public Offering, holders of an aggregate of 7,500 shares of Series B Preferred voluntarily converted such shares into an equivalent number of registered shares of our common stock. In connection with such conversions, we issued an aggregate of 510 shares of our unregistered common stock as payment in full of $4,000 in accrued dividends on the Series B Preferred that was voluntarily converted. On May 19, 2016, upon the consummation of the May 2016 Public Offering, an aggregate of 2,403,051 shares of Series B Preferred were automatically converted into an aggregate of 2,192,847 registered shares of our common stock and an aggregate of 210,204 shares of our unregistered common stock. Additionally, we issued an aggregate of 416,806 shares of our unregistered common stock as payment in full of $1,642,100 in accrued dividends on the Series B Preferred that was automatically converted on May 19, 2016, at the rate of one share of common stock for each $3.94 of accrued Series B Preferred dividends. On June 15, 2016, pursuant to the underwriters’ exercise of their over-allotment option, an additional 44,500 shares of Series B Preferred were converted into 44,500 shares of our registered common stock. We issued an additional 9,580 shares of our unregistered common stock as payment in full of $37,400 of accrued dividends on the Series B Preferred that was automatically converted on June 15, 2016, at the rate of one share of common stock for each $3.90 in accrued dividends. In August 2016, one of the remaining holders of our Series B Preferred voluntarily converted 87,500 shares of Series B Preferred into an equivalent number of registered shares of our common stock. In connection with this conversion, we issued 26,258 shares of our unregistered common stock as payment in full of $85,300 in accrued dividends on the Series B Preferred that was voluntarily converted, at the rate of one share of common stock for each $3.25 in accrued dividends. Common Stock and Warrants Issued in Private Placement In December 2016, in self-placed private transactions, we accepted subscription agreements from two individual accredited investors, pursuant to which we sold to such investors units, at a purchase price of $3.70 per unit, consisting of an aggregate of 67,000 unregistered shares of our common stock and warrants, exercisable through November 30, 2019, to purchase an aggregate of 16,750 unregistered shares of our common stock at an exercise price of $6.00 per share. The purchasers of the units have no registration rights with respect to the shares of common stock, warrants or the shares of common stock issuable upon exercise of the warrants comprising the units sold. We received aggregate cash proceeds of $247,900 in connection with this private placement of the units, of which the entire amount was credited to stockholders’ equity. Issuance of Common Stock to Professional Services Providers In September 2016, we issued an aggregate of 170,000 shares of our unregistered common stock having an aggregate fair value on the date of issuance of $737,800 as compensation to certain entities previously engaged as professional services providers. Of that amount, we issued 120,000 shares having a fair value of $520,800 on the date of issuance for services to be rendered from October 2016 to December 2016. The value of these shares was recorded as a prepaid expense at September 30, 2016 and was fully expensed as a component of general and administrative expense during the quarter ended December 31, 2016. In November and December 2016, we issued an aggregate of 135,000 shares of our unregistered common stock having an aggregate fair value on the respective dates of issuance of $479,800 as compensation to professional services providers. Warrant Exchanges and Other Warrant Modifications During the nine months ended December 31, 2016, we entered into Warrant Exchange Agreements with certain holders of outstanding warrants to purchase an aggregate of 224,693 shares of our common stock pursuant to which the holders agreed to cancel such warrants in exchange for the issuance of an aggregate of 156,246 unregistered shares of common stock. We accounted for the exchanges of these warrants as warrant modifications, comparing the fair value of the warrants immediately prior to the exchanges with the fair value of the unregistered common stock issued. We calculated the weighted average fair value of the warrants prior to the respective exchanges using the Black Scholes Option Pricing Model and the weighted average assumptions indicated in the table below. We determined the post-modification fair value based on the quoted market price of our common stock on the effective date of each exchange and the number of unregistered shares issued in the exchange, as also indicated in the table below. We recognized the amount of the incremental fair value of the unregistered common stock issued in excess of the fair value of the warrants cancelled, $293,300 and $350,700 for the three and nine months ended December 31, 2016, respectively, as warrant modification expense, which is included as a component of general and administrative expenses in our Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended December 31, 2016. April - May 2016 August 2016 October 2016 December 2016 Pre- Post- Pre- Post- Pre- Post- Pre- Post- modification modification modification modification modification modification modification modification Market Price per share $ 8.44 $ 8.45 $ 3.33 $ 3.33 $ 4.05 $ 4.05 $ 3.73 $ 3.73 Exercise price per share $ 7.37 $ 8.00 $ 8.15 $ 10.00 Risk-free interest rate 1.23 % 1.10 % 0.77 % 0.44 % Contractual term (years) 4.77 4.58 2.4 0.003 Volatility 79.0 % 87.0 % 93.0 % 100.3 % Dividend Rate 0 % 0 % 0 % 0 % Weighted average fair value per share $ 5.37 $ 1.64 $ 1.27 $ - Warrant shares cancelled and exchanged 41,649 20,000 113,944 49,100 Common shares issued in exchange 31,238 15,000 85,458 24,550 Fair Value $ 223,700 $ 264,000 $ 32,900 $ 50,000 $ 144,400 $ 346,100 $ - $ 91,600 Incremental fair value recognized $ 40,300 $ 17,100 $ 201,700 $ 91,600 In December 2016, the Board authorized the modification of an outstanding warrant to both alter the exercise terms and increase the number of shares for which the warrant was exercisable. We calculated the fair value of the warrant immediately before and after the modification using the Black Scholes Option Pricing Model and the assumptions indicated in the table below. As indicated, we recognized the additional fair value, $76,900, as warrant modification expense, included as a component of general and administrative expenses, in our Condensed Consolidated Statement of Operations and Comprehensive Loss for the quarter ended December 31, 2016. Pre- Post- modification modification Market Price per share $ 3.51 $ 3.51 Exercise price per share $ 8.00 $ 3.51 Risk-free interest rate 1.88 % 2.07 % Contractual term (years) 4.26 5.03 Volatility 87.1 % 85.8 % Dividend Rate 0 % 0 % Weighted average fair value per share $ 1.71 $ 2.39 Number of warrant shares 25,000 50,000 Fair Value $ 42,700 $ 119,600 Incremental fair value recognized $ 76,900 Warrants Outstanding Following the warrant issuances in the May 2016 Public Offering, the Series B Warrant issuances and the warrant exchanges and modification described above, at December 31, 2016, we had outstanding warrants to purchase shares of our common stock at a weighted average exercise price of $6.31 per share as follows: Exercise Price per Share Expiration Date Shares Subject to Purchase at December 31, 2016 $ 3.51 12/31/2021 50,000 $ 4.50 9/26/2019 25,000 $ 5.30 5/16/2021 2,705,883 $ 6.00 9/26/2019 to 11/30/2019 97,750 $ 7.00 12/11/2018 to 3/3/2023 1,346,931 $ 8.00 3/25/2021 185,000 $ 10.00 2/28/2017 to 1/11/2020 25,758 $ 20.00 9/15/2019 110,448 $ 30.00 11/20/2017 3,600 4,550,370 With the exception of 2,705,883 shares of common stock underlying the warrants issued in the May 2016 Public Offering, all of the common shares issuable upon exercise of our outstanding warrants are unregistered.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Related Party Transactions	Cato Holding Company ( CHC CBV CRL CRO Cato Notes Under the terms of our CRO arrangement with CRL related to the development of AV-101, we incurred expenses of $101,900 and $19,400 for the quarters ended December 31, 2016 and 2015, respectively, and $180,100 and $41,500 in the nine month periods ended December 31, 2016 and 2015, respectively. Total interest expense, including amortization of note discount, on the Cato Notes was $28,200 for the three-month period ended June 30, 2015 during which the notes were extinguished. University Health Network ( UHN Sublicense Fee Receivable and Sublicense Revenue

Lease Extension

Lease Extension	9 Months Ended
	Dec. 31, 2016
Lease Extension
Lease Extension	Effective on November 10, 2016, we executed an amendment to the lease of our headquarters facility, pursuant to which the term of the lease was extended from July 31, 2017 to July 31, 2022 and the base rent for the five-year extension period was specified. The lease amendment also provides for a two-month period of rent abatement and an allowance for tenant improvements, which allowance may be disbursed between January 1, 2017 and August 1, 2018. We have recognized the effect of the amendment in the balance reported as Deferred Rent Liability in the accompanying Condensed Consolidated Balance Sheet at December 31, 2016 and in rent expense in the Condensed Consolidated Statement of Operations for the quarter ended December 31, 2016.

Subsequent Events

Subsequent Events	9 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Subsequent Events	We have evaluated subsequent events through February 10 [no] [the following]

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Dec. 31, 2016
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP The accompanying unaudited Condensed Consolidated Financial Statements and notes to Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the fiscal year ended March 31, 2016 contained in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ( SEC The accompanying unaudited Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. As a developing-technology company having not yet developed commercial products or achieved sustainable revenues, we have experienced recurring losses and negative cash flows from operations resulting in a deficit of $139.4 million accumulated from inception through December 31, 2016. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further potential development of AV-101, including conducting clinical trials, and pursue potential drug rescue, drug development and regenerative medicine opportunities. Since our inception in May 1998 through December 31, 2016, we have financed our operations and technology acquisitions primarily through the issuance and sale of our equity and debt securities, including convertible promissory notes and short-term promissory notes, for cash proceeds of approximately $44.5 million, as well as from an aggregate of approximately $17.6 million of government research grant awards, strategic collaboration payments, intellectual property sublicensing and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $30.4 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. Between April 1, 2016 and May 4, 2016, we sold to accredited investors Series B Preferred Units consisting of 39,714 unregistered shares of our Series B Preferred Stock, par value $0.001 per share ( Series B Preferred Series B Preferred Warrants May 2016 Public Offering , Sublicense Fee Receivable and Sublicense Revenue, Commission Notwithstanding the foregoing, substantial additional financing may not be available to us on a timely basis, on acceptable terms, or at all. If we are unable to obtain substantial additional financing on a timely basis when needed in 2017 and beyond, our business, financial condition, and results of operations may be harmed, the price of our stock may decline, we may be required to reduce, defer, or discontinue certain of our research and development activities and we may not be able to continue as a going concern. These unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of Estimates	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those relating to share-based compensation, and assumptions that have been used to value warrants, warrant modifications, warrant liabilities. With the exception of the $1.25 million received in January 2017 under the BlueRock Therapeutics Agreement, which agreement is described in greater detail under Note 5 , Sublicense Fee Receivable and Sublicense Revenue
Research and Development Expenses	Research and development expenses are composed of both internal and external costs. Internal costs include salaries and employment-related expenses of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with nonclinical and clinical development of AV-101, now in Phase 2 clinical development, initially for Major Depressive Disorder, stem cell technology-related research and development costs, and costs related to the filing, maintenance and prosecution of patents and patent applications and technology licenses. All such costs are charged to expense as incurred.
Stock-Based Compensation	We recognize compensation cost for all stock-based awards to employees or consultants based on the grant date fair value of the award. Non-cash, stock-based compensation expense is recognized over the period during which the employee or consultant is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have no awards with market or performance conditions. For equity awards to non-employees, we re-measure the fair value of the awards as they vest and the resulting value is recognized as an expense during the period over which the services are performed. The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2016 and 2015. Three Months Ended Nine Months Ended December 31, December 31, 2016 2015 2016 2015 Research and development expense: Stock option grants $ 113,900 $ 71,300 $ 239,900 $ 118,700 Warrants granted to officer in March 2014 - 2,800 - 8,500 Warrants granted to officer in September 2015 - - - 852,200 113,900 74,100 239,900 979,400 General and administrative expense: Stock option grants 153,300 20,400 334,000 36,500 Warrants granted to officers and directors in March 2014 - 3,900 - 11,700 Warrants granted to officers, directors and consultants in September 2015 - - - 2,840,700 153,300 24,300 334,000 2,888,900 Total stock-based compensation expense $ 267,200 $ 98,400 $ 573,900 $ 3,868,300 In June 2016, our Board of Directors ( the Board Assumption: June 2016 September 2016 November 2016 Market price per share at grant date $ 3.49 $ 4.27 $ 3.80 Exercise price per share $ 3.49 $ 4.27 $ 3.80 Risk-free interest rate 1.34 % 1.29 % 1.76 % Contractual or estimated term in years 6.68 6.25 6.79 Volatility 81.69 % 83.26 % 84.38 % Dividend rate 0.0 % 0.0 % 0.0 % Shares 655,000 125,000 560,000 Fair Value per share $ 2.50 $ 3.05 $ 2.81 During September 2015, the Board approved the grant of options to purchase an aggregate of 90,000 shares of our common stock at an exercise price of $9.25 per share to our non-officer employees and certain consultants. The Board also granted immediately vested warrants to purchase an aggregate of 650,000 shares of our common stock to our executive officers, independent members of the Board and certain consultants. We valued the warrants and options granted in September 2015 using the Black-Scholes Option Pricing Model and the following assumptions: Assumption: Warrants Employee Options Non-employee Options Market price per share at grant date $ 9.11 $ 9.11 $ 9.11 Exercise price per share $ 9.25 $ 9.25 $ 9.25 Risk-free interest rate 1.52 % 2.02 % 2.20 % Contractual or estimated term in years 5.00 6.25 10.00 Volatility 77.19 % 79.48 % 103.42 % Dividend rate 0.0 % 0.0 % 0.0 % Shares 650,000 60,000 30,000 Fair Value per share $ 5.68 $ 6.35 $ 8.27
Comprehensive Loss	We have no components of other comprehensive loss other than net loss, and accordingly our comprehensive loss is equivalent to our net loss for the periods presented.
Income (Loss) per Common Share	Basic net income (loss) per share of common stock excludes the effect of dilution and is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. In calculating diluted net income (loss) per share, we have historically adjusted the numerator for the change in the fair value of the warrant liability attributable to outstanding warrants, only if dilutive, and increased the denominator to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. The change in the fair value of the warrant liability, which was eliminated in May 2015, had no impact on the diluted net earnings per share calculation in any period included in these unaudited Condensed Consolidated Financial Statements. As a result of our net loss for the periods presented, potentially dilutive securities were excluded from the computation of net loss per share, as their effect would be antidilutive. For the three and nine month periods ended December 31, 2016 and 2015, the accrual for dividends on our Series B Preferred and the deemed dividend attributable to the issuance of our Series B Preferred Units represent deductions from our net loss to arrive at net loss attributable to common stockholders for those periods. Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of December 31, 2016 2015 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 3,588,863 Series C Preferred stock issued and outstanding (3) 2,318,012 - Outstanding options under the 2016 (formerly 2008) and 1999 Stock Incentive Plans 1,659,324 296,738 Outstanding warrants to purchase common stock 4,550,370 4,971,497 Warrant shares issuable to PLTG upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, as subsequently amended - 535,715 Total 10,437,946 10,142,813 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended (2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015 (3) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016
Recent Accounting Pronouncements	Other than as identified below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2016, as compared to the recent accounting pronouncements described in the Company’s Form 10-K for the fiscal year ended March 31, 2016, that are of significance or potential significance to the Company. In August 2016, the Financial Accounting Standards Board issued guidance to reduce the diversity in the presentation of certain cash receipts and cash payments presented and classified in the statement of cash flows. The guidance addresses the following eight specific cash flow issues: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transitions and (8) separately identifiable cash flows and application of predominance principle. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires retrospective adoption. We are evaluating the effect that ASU No. 2016-15 will have on our consolidated financial statements and related disclosures.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Dec. 31, 2016
Summary Of Significant Accounting Policies Tables
Summary of stock-based compensation expense	The table below summarizes stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2016 and 2015. Three Months Ended Nine Months Ended December 31, December 31, 2016 2015 2016 2015 Research and development expense: Stock option grants $ 113,900 $ 71,300 $ 239,900 $ 118,700 Warrants granted to officer in March 2014 - 2,800 - 8,500 Warrants granted to officer in September 2015 - - - 852,200 113,900 74,100 239,900 979,400 General and administrative expense: Stock option grants 153,300 20,400 334,000 36,500 Warrants granted to officers and directors in March 2014 - 3,900 - 11,700 Warrants granted to officers, directors and consultants in September 2015 - - - 2,840,700 153,300 24,300 334,000 2,888,900 Total stock-based compensation expense $ 267,200 $ 98,400 $ 573,900 $ 3,868,300
Warrant assumptions	We valued the options granted in June, September and November 2016 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: Assumption: June 2016 September 2016 November 2016 Market price per share at grant date $ 3.49 $ 4.27 $ 3.80 Exercise price per share $ 3.49 $ 4.27 $ 3.80 Risk-free interest rate 1.34 % 1.29 % 1.76 % Contractual or estimated term in years 6.68 6.25 6.79 Volatility 81.69 % 83.26 % 84.38 % Dividend rate 0.0 % 0.0 % 0.0 % Shares 655,000 125,000 560,000 Fair Value per share $ 2.50 $ 3.05 $ 2.81 We valued the warrants and options granted in September 2015 using the Black-Scholes Option Pricing Model and the following assumptions: Assumption: Warrants Employee Options Non-employee Options Market price per share at grant date $ 9.11 $ 9.11 $ 9.11 Exercise price per share $ 9.25 $ 9.25 $ 9.25 Risk-free interest rate 1.52 % 2.02 % 2.20 % Contractual or estimated term in years 5.00 6.25 10.00 Volatility 77.19 % 79.48 % 103.42 % Dividend rate 0.0 % 0.0 % 0.0 % Shares 650,000 60,000 30,000 Fair Value per share $ 5.68 $ 6.35 $ 8.27
Schedule of potentially dilutive securities excluded from computation of earnings per share	Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of December 31, 2016 2015 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 3,588,863 Series C Preferred stock issued and outstanding (3) 2,318,012 - Outstanding options under the 2016 (formerly 2008) and 1999 Stock Incentive Plans 1,659,324 296,738 Outstanding warrants to purchase common stock 4,550,370 4,971,497 Warrant shares issuable to PLTG upon exchange of Series A Preferred under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, as subsequently amended - 535,715 Total 10,437,946 10,142,813 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended (2) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015 (3) Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016

Prepaid Expenses and Other Cu20

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Dec. 31, 2016
Prepaid Expenses And Other Current Assets Tables
Prepaid Expenses	Prepaid expenses and other current assets are composed of the following at December 31, 2016 and March 31, 2016: December 31, March 31, 2016 2016 Insurance $ 58,300 $ 27,000 Prepaid AV-101 development expenses 82,300 - Prepaid compensation under financial advisory and other consulting agreements - 337,500 Public offering expenses - 57,400 All other 5,800 4,900 $ 146,400 $ 426,800

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Dec. 31, 2016
Accrued Expenses Tables
Accrued Expenses	Accrued expenses are composed of the following at December 31, 2016 and March 31, 2016: December 31, March 31, 2016 2016 Accrued professional services $ 34,700 $ 318,000 Accrued AV-101 development expenses 918,300 186,000 Accrued compensation - 310,000 All other 8,800 - $ 961,800 $ 814,000

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Dec. 31, 2016
Convertible Promissory Notes And Other Notes Payable Tables
Notes Payable	The following table summarizes our unsecured promissory notes at December 31, 2016 and March 31, 2016. December 31, 2016 March 31, 2016 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total 5.75% Note payable to insurance premium financing company (current) $ 35,800 $ - $ 35,800 $ - $ - $ - 7.0% Note payable to Progressive Medical Research $ - $ - $ - $ 58,800 $ 12,000 $ 70,800 less: current portion - - - (31,600 ) (12,000 ) (43,600 ) 7.0% Notes payable - non-current portion $ - $ - $ - $ 27,200 $ - $ 27,200 Total notes payable to unrelated parties $ 35,800 $ - $ 35,800 $ 58,800 $ 12,000 $ 70,800 less: current portion (35,800 ) - (35,800 ) (31,600 ) (12,000 ) (43,600 ) Net non-current portion $ - $ - $ - $ 27,200 $ - $ 27,200

Capital Stock (Tables)

Capital Stock (Tables)	9 Months Ended
	Dec. 31, 2016
Capital Stock Tables
Unit Warrant grants and allocation of Proceeds	Unit Warrants Weighted Average Issuance Date Valuation Assumptions Aggregate Aggregate Allocation of Proceeds Warrant Risk free Per Share Fair Fair Value Aggregate Proceeds Based on Relative Fair Value of: Shares Market Exercise Term Interest Dividend Value of of Unit of Unit Unit Issued Price Price (Years) Rate Volatility Rate Warrant Warrants Sales Unit Stock Warrant 39,714 $ 8.45 $ 7.00 5.00 1.27% 78.43% 0.0% $ 5.63 $ 223,500 $ 278,000 $ 166,900 $ 61,100
Modification of warrants, assumptions	April - May 2016 August 2016 October 2016 December 2016 Pre- Post- Pre- Post- Pre- Post- Pre- Post- modification modification modification modification modification modification modification modification Market Price per share $ 8.44 $ 8.45 $ 3.33 $ 3.33 $ 4.05 $ 4.05 $ 3.73 $ 3.73 Exercise price per share $ 7.37 $ 8.00 $ 8.15 $ 10.00 Risk-free interest rate 1.23 % 1.10 % 0.77 % 0.44 % Contractual term (years) 4.77 4.58 2.4 0.003 Volatility 79.0 % 87.0 % 93.0 % 100.3 % Dividend Rate 0 % 0 % 0 % 0 % Weighted average fair value per share $ 5.37 $ 1.64 $ 1.27 $ - Warrant shares cancelled and exchanged 41,649 20,000 113,944 49,100 Common shares issued in exchange 31,238 15,000 85,458 24,550 Fair Value $ 223,700 $ 264,000 $ 32,900 $ 50,000 $ 144,400 $ 346,100 $ - $ 91,600 Incremental fair value recognized $ 40,300 $ 17,100 $ 201,700 $ 91,600 Pre- Post- modification modification Market Price per share $ 3.51 $ 3.51 Exercise price per share $ 8.00 $ 3.51 Risk-free interest rate 1.88 % 2.07 % Contractual term (years) 4.26 5.03 Volatility 87.1 % 85.8 % Dividend Rate 0 % 0 % Weighted average fair value per share $ 1.71 $ 2.39 Number of warrant shares 25,000 50,000 Fair Value $ 42,700 $ 119,600 Incremental fair value recognized $ 76,900
Warrants outstanding	Exercise Price per Share Expiration Date Shares Subject to Purchase at December 31, 2016 $ 3.51 12/31/2021 50,000 $ 4.50 9/26/2019 25,000 $ 5.30 5/16/2021 2,705,883 $ 6.00 9/26/2019 to 11/30/2019 97,750 $ 7.00 12/11/2018 to 3/3/2023 1,346,931 $ 8.00 3/25/2021 185,000 $ 10.00 2/28/2017 to 1/11/2020 25,758 $ 20.00 9/15/2019 110,448 $ 30.00 11/20/2017 3,600 4,550,370

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Basis Of Presentation And Going Concern Details Narrative
Accumulated Deficit during its development stage	$ (139,449,900)	$ (131,743,200)
Cash proceeds from issuance of common stock	44,500,000
Cash proceeds from grant awards and other events	$ 17,600,000
Warrants issued	39,714

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Stock option expense	$ 267,200	$ 98,400	$ 573,900	$ 3,868,300
ResearchAndDevelopmentExpenseMember
Stock option expense	113,900	74,100	23,900	979,400
ResearchAndDevelopmentExpenseMember | Options [Member]
Stock option expense	113,900	71,300	23,900	118,700
ResearchAndDevelopmentExpenseMember | Warrant Grant Mar 2014 [Member]
Stock option expense	0	2,800	0	8,500
ResearchAndDevelopmentExpenseMember | Warrant Grant Sept 2015 [Member]
Stock option expense	0	0	0	852,200
GeneralAndAdministrativeExpenseMember
Stock option expense	153,300	24,300	334,000	2,888,900
GeneralAndAdministrativeExpenseMember | Options [Member]
Stock option expense	153,300	20,400	334,000	36,500
GeneralAndAdministrativeExpenseMember | Warrant Grant Mar 2014 [Member]
Stock option expense	0	3,900	0	11,700
GeneralAndAdministrativeExpenseMember | Warrant Grant Sept 2015 [Member]
Stock option expense	$ 0	$ 0	$ 0	$ 2,840,700

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Details 1) - $ / shares	1 Months Ended				9 Months Ended
	Nov. 30, 2016	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2015	Dec. 31, 2016
Market price per share at grant date					$ 8.45
Exercise price per share					$ 7
Risk-free interest rate					1.27%
Expected term (years)					5 years
Volatility					78.43%
Dividend rate					0.00%
Fair Value per share					$ 5.63
Options [Member]
Market price per share at grant date	$ 3.80	$ 4.27	$ 3.49	$ 9.11
Exercise price per share	$ 3.80	$ 4.27	$ 3.49	$ 9.25
Risk-free interest rate	1.76%	1.29%	1.34%	2.02%
Expected term (years)	6 years 9 months 15 days	6 years 3 months	6 years 8 months 5 days	6 years 3 months
Volatility	84.38%	83.26%	81.69%	79.48%
Dividend rate	0.00%	0.00%	0.00%	0.00%
Shares	560,000	125,000	655,000	60,000
Fair Value per share	$ 2.81	$ 3.05	$ 2.50	$ 6.35
Warrant [Member]
Market price per share at grant date				9.11
Exercise price per share				$ 9.25
Risk-free interest rate				1.52%
Expected term (years)				5 years
Volatility				77.19%
Dividend rate				0.00%
Shares				650,000
Fair Value per share				$ 5.68
NonEmployee Options [Member]
Market price per share at grant date				9.11
Exercise price per share				$ 9.25
Risk-free interest rate				2.20%
Expected term (years)				10 years
Volatility				103.42%
Dividend rate				0.00%
Shares				30,000
Fair Value per share				$ 8.27

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Details 2) - shares		9 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Antidilutive securities		10,437,946	10,142,813
Series A Preferred Stock [Member]
Antidilutive securities	[1]	750,000	750,000
Series B Preferred Stock [Member]
Antidilutive securities	[2]	1,160,240	3,588,863
Series C Preferred Stock [Member]
Antidilutive securities	[3]	2,318,012	0
2016 (formerly 2008) and 1999 Stock Incentive Plans [Member]
Antidilutive securities		1,659,324	296,738
Warrant [Member]
Antidilutive securities		4,550,370	4,971,497
Warrant shares issuable to PLTG upon exchange of Series A Preferred [Member]
Antidilutive securities		0	535,715
[1]	Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement with PLTG, as amended
[2]	Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B 10% Convertible Preferred Stock, effective May 5, 2015
[3]	Assumes exchange under the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock, effective January 25, 2016

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Details Narrative) - $ / shares	9 Months Ended
	Dec. 31, 2015	Dec. 31, 2016
Summary Of Significant Accounting Policies Details Narrative
Share based compensation, Options granted
Options outstanding to purchase Common stock		1,659,324
Weighted average exercise price of outstanding options		$ 4.76

Prepaid Expenses and Other Cu29

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Prepaid Expenses
Insurance	$ 58,000	$ 27,000
Prepaid AV-101 development expenses	82,300	0
Prepaid compensation under financial advisory and other consulting agreements	0	337,500
Public offering expenses	0	57,400
All other	5,800	4,900
Total	$ 146,400	$ 426,800

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Accrued Expenses
Accrued professional services	$ 34,700	$ 318,000
Accrued AV-101 development expenses	918,300	186,000
Accrued compensation	0	310,000
All other	8,800	0
Total	$ 961,800	$ 814,000

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Principal Balance	$ 35,800	$ 58,800
Accrued Interest	0	12,000
Total	35,800	70,800
Principal Balance, current	(35,800)	(31,600)
Accrued Interest, current	0	(12,000)
Total, current	(35,800)	(43,600)
Principal Balance, non-current	0	27,200
Accrued Interest, non-current	0	0
Total, non-current	0	27,200
Notes Payable 1 [Member]
Principal Balance	35,800	0
Accrued Interest	0	0
Total	35,800	0
Notes Payable 2 [Member]
Principal Balance	0	58,800
Accrued Interest	0	12,000
Total	0	70,800
Principal Balance, current	0	(31,600)
Accrued Interest, current	0	(12,000)
Total, current	0	(43,600)
Principal Balance, non-current	0	27,200
Accrued Interest, non-current	0	0
Total, non-current	$ 0	$ 27,200

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2016
Notes Payable Details Narrative
Extinguishment of debt	$ 26,700,200
Convertible debt	$ 70,800	$ 35,800

Capital Stock (Details)

Capital Stock (Details)	9 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Warrant shares issued | shares	39,714
Market price per share | $ / shares	$ 8.45
Exercise price per share | $ / shares	$ 7
Expected term (years)	5 years
Risk-free interest rate	1.27%
Volatility	78.43%
Dividend rate	0.00%
Fair Value per share | $ / shares	$ 5.63
Aggregate fair value of unit warrants	$ 223,500
Aggregate proceeds of unit sales	278,000
Employee Stock Option [Member]
Aggregate proceeds of unit sales	166,900
Warrant [Member]
Aggregate proceeds of unit sales	$ 61,100

Capital Stock (Details 1)

Capital Stock (Details 1) - USD ($)	1 Months Ended			2 Months Ended	3 Months Ended	9 Months Ended
	Dec. 31, 2016	Oct. 31, 2016	Aug. 31, 2016	May 31, 2016	Dec. 31, 2016	Dec. 31, 2016
Market price per share						$ 8.45
Exercise price per share						$ 7
Risk-free interest rate						1.27%
Contractual term (years)						5 years
Volatility						78.43%
Dividend rate						0.00%
Weighted average fair value per share						$ 5.63
Pre-modification
Market price per share	$ 3.73	$ 4.05	$ 3.33	$ 8.44	$ 3.51
Exercise price per share	$ 10	$ 8.15	$ 8	$ 7.37	$ 8
Risk-free interest rate	0.44%	0.77%	1.10%	1.23%	1.88%
Contractual term (years)	1 day	2 years 4 months 24 days	4 years 6 months 29 days	4 years 9 months 7 days	4 years 3 months 4 days
Volatility	100.30%	93.00%	87.00%	79.00%	87.10%
Dividend rate	0.00%	0.00%	0.00%	0.00%	0.00%
Weighted average fair value per share	$ 0	$ 1.27	$ 1.64	$ 5.37	$ 1.71
Warrant shares cancelled and exchanged	49,100	113,944	20,000	41,649	25,000
Fair Value	$ 0	$ 144,400	$ 32,900	$ 23,700	$ 42,700
Post-modification
Market price per share	$ 3.73	$ 4.05	$ 3.33	$ 8.45	$ 3.51
Exercise price per share					$ 3.51
Risk-free interest rate					2.07%
Contractual term (years)					5 years 11 days
Volatility					85.80%
Dividend rate					0.00%
Weighted average fair value per share					$ 2.39
Warrant shares cancelled and exchanged					50,000
Common shares issued in exchange	24,550	85,458	15,000	31,238
Fair Value	$ 91,600	$ 346,100	$ 50,000	$ 264,000	$ 119,600
Incremental fair value recognized	$ 91,600	$ 201,700	$ 17,100	$ 40,300	$ 76,900

Capital Stock (Details 2)

Capital Stock (Details 2)	9 Months Ended
	Dec. 31, 2016$ / sharesshares
Warrants outstanding
Shares subject to purchase	4,550,370
Warrant 1 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 3.51
Expiration date range	12/31/2021
Shares subject to purchase	50,000
Warrant 2 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 4.50
Expiration date range	9/26/2019
Shares subject to purchase	25,000
Warrant 3 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 5.30
Expiration date range	5/16/2021
Shares subject to purchase	2,705,883
Warrant 4 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 6
Expiration date range	9/26/2019 to 11/30/2019
Shares subject to purchase	97,750
Warrant 5 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 7
Expiration date range	12/11/2018 to 3/3/2023
Shares subject to purchase	1,346,931
Warrant 6 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 8
Expiration date range	3/25/2021
Shares subject to purchase	18,500
Warrant 7 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 10
Expiration date range	2/28/2017 to 1/11/2020
Shares subject to purchase	25,758
Warrant 8 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 20
Expiration date range	9/15/2019
Shares subject to purchase	110,448
Warrant 9 [Member]
Warrants outstanding
Exercise price per share | $ / shares	$ 30
Expiration date range	11/20/2017
Shares subject to purchase	3,600

Capital Stock (Details Narrativ

Capital Stock (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Capital Stock Details Narrative
Deemed dividend on Series B Preferred Units	$ 0	$ (668,700)	$ (111,100)	$ (1,811,800)
Warrant modification expense	$ 76,900		$ 76,900

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Incurred expenses on research and subsequent other projects	$ 1,611,000	$ 806,300	$ 4,042,800	$ 2,835,000
CRL [Member]
Incurred expenses on research and subsequent other projects	$ 101,900	$ 19,400	$ 180,100	$ 41,500