VistaGen Therapeutics (VTGN) 10-Q 14 Aug 17 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2017	Aug. 11, 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	Jun. 30, 2017
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		9,380,044
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2017	Mar. 31, 2017
Current assets:
Cash and cash equivalents	$ 1,628,200	$ 2,921,300
Prepaid expenses and other current assets	498,000	456,600
Total current assets	2,126,200	3,377,900
Property and equipment, net	262,900	286,500
Security deposits and other assets	47,800	47,800
Total assets	2,436,900	3,712,200
Current liabilities:
Accounts payable	632,000	867,300
Accrued expenses	204,900	443,000
Current portion of notes payable and accrued interest	165,500	54,800
Capital lease obligations	2,400	2,400
Total current liabilities	1,004,800	1,367,500
Non-current liabilities:
Accrued dividends on Series B Preferred Stock	1,825,100	1,577,800
Deferred rent liability	202,500	139,200
Capital lease obligations	11,300	11,900
Total non-current liabilities	2,038,900	1,728,900
Total liabilities	3,043,700	3,096,400
Commitments and contingencies
Stockholders' deficit:
Common stock, $0.001 par value; 30,000,000 shares authorized at June, 30 2017 and March 31, 2017; 9,437,137 and 8,974,386 shares issued at June 30, 2017 and March 31, 2017, respectively	9,400	9,000
Additional paid-in capital	147,611,900	146,569,600
Treasury stock, at cost, 135,665 shares of common stock held at June 30, 2017 and March 31, 2017	(3,968,100)	(3,968,100)
Accumulated deficit	(144,264,000)	(141,998,700)
Total stockholders' equity (deficit)	(606,800)	615,800
Total liabilities and stockholders' equity (deficit)	2,436,900	3,712,200
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock	500	500
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred stock	1,200	1,200
Series C Preferred Stock [Member]
Stockholders' deficit:
Preferred stock	$ 2,300	$ 2,300

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2017	Mar. 31, 2017
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	9,437,137	8,974,386
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	1,160,240
Preferred Stock, Shares Outstanding	1,160,240	1,160,240
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
	Jun. 30, 2017	Jun. 30, 2016
Operating expenses:
Research and development	$ 1,096,200	$ 825,700
General and administrative	1,164,300	1,137,600
Total operating expenses	2,260,500	1,963,300
Loss from operations	(2,260,500)	(1,963,300)
Other expenses, net:
Interest expense, net	(2,400)	(1,400)
Loss before income taxes	(2,262,900)	(1,964,700)
Income taxes	(2,400)	(2,400)
Net loss	(2,265,300)	(1,967,100)
Accrued dividends on Series B Preferred stock	(247,300)	(539,800)
Deemed dividend on Series B Preferred Units	0	(111,100)
Net loss attributable to common stockholders	$ (2,512,600)	$ (2,618,000)
Basic and diluted net loss attributable to common stockholders per common share	$ (0.28)	$ (0.51)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share	9,034,213	5,097,832

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net loss	$ (2,265,300)	$ (1,967,100)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,600	13,300
Stock-based compensation	367,000	107,900
Expense related to modification of warrants, including exchange of warrants for common stock	0	40,300
Amortization of deferred rent	63,300	(7,900)
Fair value of common stock granted for services	49,800	0
Fair value of Series B Preferred stock granted for services	0	375,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	101,000	34,600
Accounts payable and accrued expenses, including accrued interest	(473,500)	(267,100)
Net cash used in operating activities	(2,134,100)	(1,671,000)
Cash flows from investing activities:
Purchases of equipment	0	(2,000)
Net cash used in investing activities	0	(2,000)
Cash flows from financing activities:
Net proceeds from issuance of common stock and warrants, including Units	873,300	9,537,100
Net proceeds from issuance of Series B Preferred Units	0	278,000
Repayment of capital lease obligations	(600)	(300)
Repayment of notes	(31,700)	(70,400)
Net cash provided by financing activities	841,000	9,744,400
Net increase (decrease) in cash and cash equivalents	(1,293,100)	8,071,400
Cash and cash equivalents at beginning of period	2,921,300	428,500
Cash and cash equivalents at end of period	1,628,200	8,499,900
Supplemental disclosure of noncash activites:
Insurance premiums settled by issuing note payable	142,400	117,500
Accrued dividends on Series B Preferred	247,300	539,800
Accrued dividends on Series B Preferred settled upon conversion by issuance of common stock	$ 0	$ 1,683,400

Description of Business

Description of Business	3 Months Ended
	Jun. 30, 2017
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 AV-101 is our oral CNS product candidate in Phase 2 clinical development in the United States, initially as a new generation adjunctive treatment for Major Depressive Disorder ( MDD FDA MOA L-DOPA Clinical studies conducted at the U.S. National Institute of Mental Health ( NIMH NIH ketamine IV We believe orally-administered AV-101 may have potential to deliver ketamine-like antidepressant effects without ketamine’s psychological and other negative side effects. 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, Pursuant to our Cooperative Research and Development Agreement ( CRADA NIMH AV-101 MDD Phase 2 Monotherapy Study AV-101 MDD Phase 2 Adjunctive Treatment Study MGH NEJM JAMA VistaGen Therapeutics, Inc., a California corporation dba VistaStem Therapeutics ( VistaStem hPSC NCEs CardioSafe 3D RM BlueRock Agreement Subsidiaries As noted above, VistaStem is our wholly-owned subsidiary. Our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q ( Report

Basis of Presentation

Basis of Presentation	3 Months Ended
	Jun. 30, 2017
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 our fiscal year ended March 31, 2017 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 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 $144.3 million accumulated from inception (May 1998) through June 30, 2017. We expect losses and negative cash flows from operations to continue for the foreseeable future as we engage in further development of AV-101, initially as an adjunctive treatment for MDD, and subsequently as a new treatment alternative for other CNS-related conditions, as well as exploring and potentially executing drug rescue and development opportunities using CardioSafe From our inception through June 30, 2017, we have financed our operations and technology acquisitions primarily through the issuance and sale of our equity and debt securities for cash proceeds of approximately $45.5 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. We have also issued equity securities with an approximate value at issuance of $30.8 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. Additionally, pursuant to our February 2015 Cooperative Research and Development Agreement ( CRADA) At June 30, 2017, we had a cash and cash equivalents balance of $1.6 million. This amount was not sufficient to enable us to fund our planned operations, including expected cash expenditures of approximately $12 million for the twelve months following the issuance of these financial statements, including expenditures required to launch and satisfy a significant portion of the projected expenses associated with our proposed AV-101 MDD Phase 2 Adjunctive Treatment Study. Our limited cash position at June 30, 2017 considered with our recurring and anticipated losses and negative cash flows from operations make it probable, in the absence of additional financing, that we will not be able to meet our obligations as they come due within one year from the date of this Report, raising substantial doubt that we can continue as a going concern. However, to alleviate that doubt, we plan, as we have numerous times in the past, to raise additional financing when and as needed, primarily through the sale of our equity securities in one or more private placements to accredited investors or public offerings. Additionally, we have filed a Registration Statement on Form S-3 (Registration No. 333-215671) (the S-3 Registration Statement Commission Board In addition to the sale of our equity securities, we may also seek to enter research and development collaborations that could generate revenue or provide substantial funding for development of AV-101 and additional product candidates. We may also seek additional government grant awards or agreements similar to our current CRADA with the NIMH, which provides for the NIMH to fully fund the NIMH AV-101 MDD Phase 2 Monotherapy Study. Such strategic collaborations may provide non-dilutive resources to advance our strategic initiatives while reducing a portion of our future cash outlays and working capital requirements. In a manner similar to the BlueRock Agreement, we may also pursue similar arrangements with third-parties covering other of our intellectual property. Although we may seek additional collaborations with the U.S. government or other third-parties that could generate revenue and/or non-dilutive funding for development of AV-101 and other product candidates and technologies, as well as new government grant awards and/or agreements similar to our CRADA with NIMH, no assurance can be provided that any such collaborations, awards or agreements will occur in the future. Our future working capital requirements will depend on many factors, including, without limitation, the scope and nature of opportunities related to our success and the success of certain other companies in clinical trials, including our development and commercialization of AV-101, initially as an adjunctive treatment for MDD, and for other potential CNS conditions, as well as various potential applications of our stem cell technology platform, the availability of, and our ability to obtain, government grant awards and agreements, and our ability to enter into collaborations on terms acceptable to us. To further advance the clinical development of AV-101 and opportunities related to our stem cell technology platform, as well as support our operating activities, we plan to continue to carefully manage our routine operating costs, including our employee headcount and related expenses, as well as costs relating to regulatory consulting, contract research and development, investor relations and corporate development, legal, acquisition and protection of intellectual property, public company compliance and other professional services and operating costs. Notwithstanding the foregoing, there can be no assurance that our stockholders will authorize the issuance of additional shares of our common stock to facilitate further financing opportunities and for other general corporate purposes, or that future financing will be available in sufficient amounts, in a timely manner, or on terms acceptable to us, if at all. If we are unable to obtain substantial additional financing on a timely basis when needed later 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. As noted above, these Condensed Consolidated Financial Statements do not include any adjustments that might result from the negative outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Jun. 30, 2017
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 historically to value warrants and warrant modifications. With the exception of the $1.25 million of sublicense revenue recorded in the quarter ended December 31, 2016 under the BlueRock Agreement, we do not currently have, nor have we had during the periods covered by this report, any arrangements requiring the recognition of 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 our 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 MDD, stem cell technology-related research and development costs, and costs related to the filing, maintenance and prosecution of patents and patent applications, technology licenses and protection of other intellectual property. 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 change in 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 months ended June 30, 2017 and 2016. Three Months Ended June 30, 2017 2016 Research and development expense: Stock option grants $ 191,400 $ 44,000 191,400 44,000 General and administrative expense: Stock option grants 175,600 63,900 175,600 63,900 Total stock-based compensation expense $ 367,000 $ 107,900 In April 2017, our Board approved the grant of options to purchase an aggregate of 880,000 shares of our common stock at an exercise price of $1.96 per share to the independent members of our Board, our officers and our employees. In June 2016, our Board approved the grant of options to purchase an aggregate of 655,000 shares of our common stock at an exercise price of $3.49 per share to the independent members of our Board and to our officers, including our then-newly-hired Chief Medical Officer. We valued the options granted in April 2017 and June 2016 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: Assumption: April 2017 June 2016 Market price per share at grant date $ 1.96 $ 3.49 Exercise price per share $ 1.96 $ 3.49 Risk-free interest rate 2.02 % 1.34 % Contractual or estimated term in years 6.48 6.68 Volatility 83.24 % 81.69 % Dividend rate 0.0 % 0.0 % Shares 880,000 655,000 Fair Value per share $ 1.42 $ 2.50 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. 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-month periods ended June 30, 2017 and 2016, the accrual for dividends on our Series B 10% Convertible Preferred Stock ( Series B Preferred Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of June 30, 2017 2016 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 1,247,740 Series C Preferred stock issued and outstanding (3) 2,318,012 2,318,012 Outstanding options under the Amended and Restated 2016 (formerly 2008) and 1999 Stock Incentive Plans 2,522,593 986,987 Outstanding warrants to purchase common stock 4,796,506 4,606,480 Total 11,547,351 9,909,219 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, 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 Fair Value Measurements We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. We carried no assets or liabilities at fair value at June 30, 2017 or March 31, 2017. Recent Accounting Pronouncements Except as described below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended June 30, 2017, as compared to the recent accounting pronouncements described in our Form 10-K for the fiscal year ended March 31, 2017, that are of significance or potential significance to us. In February 2016, the Financial Accounting Standards Board ( FASB ASU In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplified several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. This ASU became effective for our interim and annual reporting periods beginning April 1, 2017, and the adoption of this standard did not have a material impact on our financial statements. As part of the adoption of this standard, we elected to account for the impact of option forfeitures as they occur.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets are composed of the following at June 30, 2017 and March 31, 2017: June 30, March 31, 2017 2017 Insurance $ 189,200 $ 85,800 AV-101 materials and services 274,500 352,800 Public offering expenses 22,100 11,600 All other 12,200 6,400 $ 498,000 $ 456,600

Accrued Expenses

Accrued Expenses	3 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Accrued Expenses	Accrued expenses are composed of the following at June 30, 2017 and March 31, 2017: June 30, March 31, 2017 2017 Accrued professional services $ 139,200 $ 37,000 Accrued AV-101 development and related expenses 59,000 402,400 All other 6,700 3,600 $ 204,900 $ 443,000

Notes Payable

Notes Payable	3 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Notes Payable	The following table summarizes our unsecured promissory notes at June 30, 2017 and March 31, 2017. June 30, 2017 March 31, 2017 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total 7.95% and 8.25% Notes payable to insurance premium financing company (current) $ 165,500 $ — $ 165,500 $ 54,800 $ — $ 54,800 In May 2017, we executed a 7.95% promissory note in the principal amount of $142,400 in connection with insurance policy premiums. The note is payable in monthly installments of $14,800, including principal and interest, through March 2018, and had a remaining outstanding balance of $128,600 at June 30, 2017. In February 2017, we executed a promissory note in the principal amount of $60,700 in connection with other insurance policy premiums. That note is payable in monthly installments of $6,300, including principal and interest, and had an outstanding balance of $36,900 at June 30, 2017.

Capital Stock

Capital Stock	3 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Capital Stock	Common Stock and Warrants Issued in Private Placement During the quarter ended June 30, 2017, in self-placed private transactions, we accepted subscription agreements from individual accredited investors, pursuant to which we sold to such investors units, at a weighted average purchase price of $2.00 per unit, consisting of an aggregate of 437,751 unregistered shares of our common stock and warrants, exercisable through April 30, 2021, to purchase an aggregate of 218,875 unregistered shares of our common stock at a weighted average exercise price of $3.99 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. The warrants are not exercisable until six months and one day following the date of issuance. We received aggregate cash proceeds of $873,300 in connection with this self-placed private placement transaction, of which the entire amount was credited to stockholders’ equity. Issuance of Common Stock to Professional Services Providers During the quarter ended June 30, 2017, we issued 25,000 shares of our unregistered common stock having a fair value on the date of issuance of $49,800 as partial compensation to an investor relations service provider. Warrants Outstanding Following the warrant issuances in the self-placed private placement described above, at June 30, 2017, we had outstanding warrants to purchase shares of our common stock at a weighted average exercise price of $6.19 per share as follows: Warrants Exercise Outstanding Price Expiration at June 30, per Share Date 2017 $ 3.51 12/31/2021 50,000 $ 3.96 4/30/2021 43,750 $ 3.98 4/30/2021 25,125 $ 4.00 4/30/2021 178,625 $ 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 11/15/2017 to 1/11/2020 24,394 $ 20.00 9/15/2019 110,448 $ 30.00 11/20/2017 3,600 4,796,506 With the exception of 2,705,883 shares of common stock underlying the warrants exercisable at $5.30 per share issued in our May 2016 public offering, all of the common shares issuable upon exercise of our outstanding warrants are unregistered.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Related Party Transactions	Cato Holding Company ( CHC CBV CRL CRO Cato Notes Under the terms of our contract research arrangement with CRL related to the development of AV-101, we incurred expenses of $128,200 and $50,400 for the three months ended June 30, 2017 and 2016, respectively. We anticipate periodic expenses for CRO services from CRL related to Phase 2 development of AV-101 will increase in future periods. See Note 9, Subsequent Events

Subsequent Events

Subsequent Events	3 Months Ended
	Jun. 30, 2017
Notes to Financial Statements
Subsequent Events	We have evaluated subsequent events through August 11, 2017 and have identified the following matters requiring disclosure: Master Services Agreement and Share Issuance to CRL In July 2017, we entered into a Master Services Agreement ( MSA In July 2017, we issued to CRL 50,000 shares of our unregistered common stock having a fair value of $85,500 on the date of issuance in recognition of a milestone achievement under the terms of a negotiated AV-101-related work order. Private Placement of Common Stock and Warrants In August 2017, in a self-placed private placement transaction, we sold to an accredited investor units consisting of (i) 28,572 shares of our unregistered common stock and (ii) warrants exercisable through April 30, 2021 to purchase 28,572 unregistered shares of our common stock at an exercise price of $4.00 per share. The warrants are not exercisable until six months and one day following the date of issuance. We received cash proceeds of $50,000 from this sale of our securities.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Jun. 30, 2017
Summary Of Significant Accounting Policies 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 historically to value warrants and warrant modifications. With the exception of the $1.25 million of sublicense revenue recorded in the quarter ended December 31, 2016 under the BlueRock Agreement, we do not currently have, nor have we had during the periods covered by this report, any arrangements requiring the recognition of 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 our 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 MDD, stem cell technology-related research and development costs, and costs related to the filing, maintenance and prosecution of patents and patent applications, technology licenses and protection of other intellectual property. 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 change in 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 months ended June 30, 2017 and 2016. Three Months Ended June 30, 2017 2016 Research and development expense: Stock option grants $ 191,400 $ 44,000 191,400 44,000 General and administrative expense: Stock option grants 175,600 63,900 175,600 63,900 Total stock-based compensation expense $ 367,000 $ 107,900 In April 2017, our Board approved the grant of options to purchase an aggregate of 880,000 shares of our common stock at an exercise price of $1.96 per share to the independent members of our Board, our officers and our employees. In June 2016, our Board approved the grant of options to purchase an aggregate of 655,000 shares of our common stock at an exercise price of $3.49 per share to the independent members of our Board and to our officers, including our then-newly-hired Chief Medical Officer. We valued the options granted in April 2017 and June 2016 using the Black-Scholes Option Pricing Model and the following weighted average assumptions: Assumption: April 2017 June 2016 Market price per share at grant date $ 1.96 $ 3.49 Exercise price per share $ 1.96 $ 3.49 Risk-free interest rate 2.02 % 1.34 % Contractual or estimated term in years 6.48 6.68 Volatility 83.24 % 81.69 % Dividend rate 0.0 % 0.0 % Shares 880,000 655,000 Fair Value per share $ 1.42 $ 2.50
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. 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-month periods ended June 30, 2017 and 2016, the accrual for dividends on our Series B 10% Convertible Preferred Stock ( Series B Preferred Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of June 30, 2017 2016 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 1,247,740 Series C Preferred stock issued and outstanding (3) 2,318,012 2,318,012 Outstanding options under the Amended and Restated 2016 (formerly 2008) and 1999 Stock Incentive Plans 2,522,593 986,987 Outstanding warrants to purchase common stock 4,796,506 4,606,480 Total 11,547,351 9,909,219 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, 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
Fair Value Measurements	We do not use derivative instruments for hedging of market risks or for trading or speculative purposes. We carried no assets or liabilities at fair value at June 30, 2017 or March 31, 2017.
Recent Accounting Pronouncements	Except as described below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended June 30, 2017, as compared to the recent accounting pronouncements described in our Form 10-K for the fiscal year ended March 31, 2017, that are of significance or potential significance to us. In February 2016, the Financial Accounting Standards Board ( FASB ASU In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplified several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. This ASU became effective for our interim and annual reporting periods beginning April 1, 2017, and the adoption of this standard did not have a material impact on our financial statements. As part of the adoption of this standard, we elected to account for the impact of option forfeitures as they occur.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Jun. 30, 2017
Summary Of Significant Accounting Policies Tables
Summary of stock-based compensation expense	Three Months Ended June 30, 2017 2016 Research and development expense: Stock option grants $ 191,400 $ 44,000 191,400 44,000 General and administrative expense: Stock option grants 175,600 63,900 175,600 63,900 Total stock-based compensation expense $ 367,000 $ 107,900
Warrant assumptions	Assumption: April 2017 June 2016 Market price per share at grant date $ 1.96 $ 3.49 Exercise price per share $ 1.96 $ 3.49 Risk-free interest rate 2.02 % 1.34 % Contractual or estimated term in years 6.48 6.68 Volatility 83.24 % 81.69 % Dividend rate 0.0 % 0.0 % Shares 880,000 655,000 Fair Value per share $ 1.42 $ 2.50
Schedule of potentially dilutive securities excluded from computation of earnings per share	As of June 30, 2017 2016 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 1,247,740 Series C Preferred stock issued and outstanding (3) 2,318,012 2,318,012 Outstanding options under the Amended and Restated 2016 (formerly 2008) and 1999 Stock Incentive Plans 2,522,593 986,987 Outstanding warrants to purchase common stock 4,796,506 4,606,480 Total 11,547,351 9,909,219 ____________ (1) Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, 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 Cu17

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Jun. 30, 2017
Prepaid Expenses And Other Current Assets Tables
Prepaid Expenses	June 30, March 31, 2017 2017 Insurance $ 189,200 $ 85,800 AV-101 materials and services 274,500 352,800 Public offering expenses 22,100 11,600 All other 12,200 6,400 $ 498,000 $ 456,600

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Jun. 30, 2017
Accrued Expenses Tables
Accrued Expenses	June 30, March 31, 2017 2017 Accrued professional services $ 139,200 $ 37,000 Accrued AV-101 development and related expenses 59,000 402,400 All other 6,700 3,600 $ 204,900 $ 443,000

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Jun. 30, 2017
Convertible Promissory Notes And Other Notes Payable Tables
Notes Payable	June 30, 2017 March 31, 2017 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total 7.95% and 8.25% Notes payable to insurance premium financing company (current) $ 165,500 $ — $ 165,500 $ 54,800 $ — $ 54,800

Capital Stock (Tables)

Capital Stock (Tables)	3 Months Ended
	Jun. 30, 2017
Capital Stock Tables
Warrants outstanding	Warrants Exercise Outstanding Price Expiration at June 30, per Share Date 2017 $ 3.51 12/31/2021 50,000 $ 3.96 4/30/2021 43,750 $ 3.98 4/30/2021 25,125 $ 4.00 4/30/2021 178,625 $ 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 11/15/2017 to 1/11/2020 24,394 $ 20.00 9/15/2019 110,448 $ 30.00 11/20/2017 3,600 4,796,506

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Mar. 31, 2016
Basis Of Presentation And Going Concern Details Narrative
Accumulated Deficit during its development stage	$ (144,264,000)	$ (141,998,700)
Cash proceeds from issuance of common stock	45,500,000
Cash proceeds from grant awards and other events	30,800,000
Cash and cash equivalents	$ 1,628,200	$ 2,921,300	$ 8,499,900	$ 428,500

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Stock option expense	$ 367,000	$ 107,900
ResearchAndDevelopmentExpenseMember
Stock option expense	191,400	44,000
ResearchAndDevelopmentExpenseMember | Options [Member]
Stock option expense	191,400	44,000
GeneralAndAdministrativeExpenseMember
Stock option expense	175,600	63,900
GeneralAndAdministrativeExpenseMember | Options [Member]
Stock option expense	$ 175,600	$ 63,900

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Details 1) - Options [Member] - $ / shares	1 Months Ended	3 Months Ended
	Apr. 30, 2017	Jun. 30, 2016
Market price per share at grant date	$ 1.96	$ 3.49
Exercise price per share	$ 1.96	$ 3.49
Risk-free interest rate	2.02%	1.34%
Expected term (years)	6 years 5 months 23 days	6 years 8 months 5 days
Volatility	83.24%	81.69%
Dividend rate	0.00%	0.00%
Shares	880,000	655,000
Fair Value per share	$ 1.42	$ 2.50

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details 2) - shares		3 Months Ended
		Jun. 30, 2017	Jun. 30, 2016
Antidilutive securities		11,547,351	9,909,219
Series A Preferred Stock [Member]
Antidilutive securities	[1]	750,000	750,000
Series B Preferred Stock [Member]
Antidilutive securities	[2]	1,160,240	1,247,740
Series C Preferred Stock [Member]
Antidilutive securities	[3]	2,318,012	2,318,012
2016 (formerly 2008) and 1999 Stock Incentive Plans [Member]
Antidilutive securities		2,522,593	986,987
Warrant [Member]
Antidilutive securities		4,796,506	4,606,480
[1]	Assumes exchange under the terms of the October 11, 2012 Note Exchange and Purchase Agreement, 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 Cu25

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2017	Mar. 31, 2017
Prepaid Expenses And Other Current Assets Details
Insurance	$ 189,200	$ 85,800
AV-101 materials and services	274,500	352,800
Public offering expenses	22,100	11,600
All other	12,200	6,400
Total	$ 498,000	$ 456,000

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Jun. 30, 2017	Mar. 31, 2017
Accrued Expenses Details
Accrued professional services	$ 139,200	$ 37,000
Accrued AV-101 development and related expenses	59,000	402,400
All other	67,000	3,600
Total	$ 204,900	$ 443,000

Notes Payable (Details)

Notes Payable (Details) - Notes Payable 1 [Member] - USD ($)	Jun. 30, 2017	Mar. 31, 2017
Principal Balance	$ 165,500	$ 54,800
Accrued Interest	0	0
Total	$ 165,500	$ 54,800

Capital Stock (Details)

Capital Stock (Details)	3 Months Ended
	Jun. 30, 2017$ / sharesshares
Warrants outstanding	4,796,506
Warrant 1 [Member]
Exercise price per share | $ / shares	$ 3.51
Expiration date range	12/31/2021
Warrants outstanding	50,000
Warrant 2 [Member]
Exercise price per share | $ / shares	$ 3.96
Expiration date range	4/30/2021
Warrants outstanding	43,750
Warrant 3 [Member]
Exercise price per share | $ / shares	$ 3.98
Expiration date range	4/30/2021
Warrants outstanding	25,125
Warrant 4 [Member]
Exercise price per share | $ / shares	$ 4
Expiration date range	4/30/2021
Warrants outstanding	178,625
Warrant 5 [Member]
Exercise price per share | $ / shares	$ 4.50
Expiration date range	9/26/2019
Warrants outstanding	25,000
Warrant 6 [Member]
Exercise price per share | $ / shares	$ 5.30
Expiration date range	5/16/2021
Warrants outstanding	2,705,883
Warrant 7 [Member]
Exercise price per share | $ / shares	$ 6
Expiration date range	9/26/2019 to 11/30/2019
Warrants outstanding	97,750
Warrant 8 [Member]
Exercise price per share | $ / shares	$ 7
Expiration date range	12/11/2018 to 3/3/2023
Warrants outstanding	1,346,931
Warrant 9 [Member]
Exercise price per share | $ / shares	$ 8
Expiration date range	3/25/2021
Warrants outstanding	185,000
Warrant 10 [Member]
Exercise price per share | $ / shares	$ 10
Expiration date range	11/15/2017 to 1/11/2020
Warrants outstanding	24,394
Warrant 11 [Member]
Exercise price per share | $ / shares	$ 20
Expiration date range	9/15/2019
Warrants outstanding	110,448
Warrant 12 [Member]
Exercise price per share | $ / shares	$ 30
Expiration date range	11/20/2017
Warrants outstanding	3,600

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Incurred expenses on research and subsequent other projects	$ 1,096,200	$ 825,700
CRL [Member]
Incurred expenses on research and subsequent other projects	$ 128,200	$ 50,400