VistaGen Therapeutics (VTGN) 10-Q 14 Aug 18 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
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, 2018
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		25,815,615
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,019

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Current assets:
Cash and cash equivalents	$ 7,231,200	$ 10,378,300
Prepaid expenses and other current assets	617,300	644,800
Total current assets	7,848,500	11,023,100
Property and equipment, net	359,000	207,400
Security deposits and other assets	47,800	47,800
Total assets	8,255,300	11,278,300
Current liabilities:
Accounts payable	629,500	1,195,700
Accrued expenses	1,057,900	206,300
Current notes payable	181,100	53,900
Capital lease obligations	2,700	2,600
Total current liabilities	1,871,200	1,458,500
Non-current liabilities:
Accrued dividends on Series B Preferred Stock	2,881,800	2,608,300
Deferred rent liability	272,000	285,600
Capital lease obligations	8,600	9,300
Total non-current liabilities	3,162,400	2,903,200
Total liabilities	5,033,600	4,361,700
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized at June 30, 2018 and March 31, 2018; 23,213,280 and 23,068,280 shares issued and outstanding at June 30, 2018 and March 31, 2018, respectively	23,200	23,100
Additional paid-in capital	167,920,900	167,401,400
Treasury stock, at cost, 135,665 shares of common stock held at June 30, 2018 and March 31, 2017	(3,968,100)	(3,968,100)
Accumulated deficit	(160,758,300)	(156,543,800)
Total stockholders' equity	3,221,700	6,916,600
Total liabilities and stockholders' equity	8,255,300	11,278,300
Series A Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	500	500
Series B Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	1,200	1,200
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	$ 2,300	$ 2,300

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2018	Mar. 31, 2018
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	100,000,000	100,000,000
Common Stock, Shares, Issued	23,213,280	23,068,280
Common Stock, Shares, Outstanding	23,213,280	23,068,280
Treasury Stock, Shares	135,665	135,665
Series A Preferred Stock [Member]
Stockholders deficit:
Preferred Stock, Authorized	500,000	500,000
Preferred Stock, Shares Issued	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, 2018	Jun. 30, 2017
Operating expenses:
Research and development	$ 2,743,700	$ 1,096,200
General and administrative	1,466,300	1,164,300
Total operating expenses	4,210,000	2,260,500
Loss from operations	(4,210,000)	(2,260,500)
Other expenses, net:
Interest expense, net	(2,100)	(2,400)
Loss before income taxes	(4,212,100)	(2,262,900)
Income taxes	(2,400)	(2,400)
Net loss and comprehensive loss	(4,214,500)	(2,265,300)
Accrued dividends on Series B Preferred stock	(273,500)	(247,300)
Net loss attributable to common stockholders	$ (4,488,000)	$ (2,512,600)
Basic and diluted net loss attributable to common stockholders per common share	$ (0.20)	$ (0.28)
Weighted average shares used in computing basic and diluted net loss attributable to common stockholders per common share	22,987,066	9,034,213

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (4,214,500)	$ (2,265,300)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	15,000	23,600
Stock-based compensation	612,600	367,000
Amortization of deferred rent	(13,600)	63,300
Fair value of common stock granted for services	145,000	49,800
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	148,500	101,000
Accounts payable and accrued expenses, including accrued interest	171,700	(473,500)
Net cash used in operating activities	(3,135,300)	(2,134,100)
Cash flows from investing activities:
Construction of tenant improvements	(35,400)	0
Net cash used in investing activities	(35,400)	0
Cash flows from financing activities:
Net proceeds from issuance of common stock and warrants, including Units	57,500	873,300
Repayment of capital lease obligations	(600)	(600)
Repayment of notes payable	(33,300)	(31,700)
Net cash provided by financing activities	23,600	841,000
Net increase in cash and cash equivalents	(3,147,100)	(1,293,100)
Cash and cash equivalents at beginning of period	10,378,300	2,921,300
Cash and cash equivalents at end of period	7,231,200	1,628,200
Supplemental disclosure of noncash activites:
Insurance premiums settled by issuing note payable	160,500	142,400
Accrued dividends on Series B Preferred	$ 273,500	$ 247,300

Description of Business

Description of Business	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Description of Business	Overview VistaGen Therapeutics. Inc., a Nevada corporation (which may be referred to as VistaGen Company we our us CNS Our lead CNS product candidate, AV-101, is an oral, non-opioid and non-sedating therapy that we believe offers the potential to be a new at-home treatment for multiple CNS indications with high unmet medical need. These indications include potential use as a new generation treatment alternative for Major Depressive Disorder ( MDD CNP PD LID where modulation of NMDA (N-methyl-D-aspartate) receptor and AMPA (alpha-amino-3-hydroxy-5-methyl-4-isoxazolepropionic acid) receptor pathways may achieve therapeutic benefit. For MDD, we believe AV-101 has potential as an oral, at home, stand-alone first line therapy and as an adjunctive therapy. As an adjunctive therapy, we believe AV-101 has potential to both (i) augment current antidepressants approved by the U.S. Food and Drug Administration ( FDA ketamine IV AV-101 is currently in Phase 2 development in the United States. In the fourth quarter of 2017, we received authorization from the FDA to initiate ELEVATE, our Phase 2 multi-center, multi-dose, double blind, placebo-controlled clinical study to evaluate the efficacy and safety of AV-101 as an adjunctive treatment of MDD in adult patients with an inadequate therapeutic response to current FDA-approved antidepressants (the ELEVATE Study MGH New England Journal of Medicine NEJM Journal of the American Medical Association JAMA AV-101 is also the subject of two small government-funded clinical studies. The first study is a small Phase 2 clinical study being conducted and funded by the U.S. National Institute of Mental Health (the NIMH CRADA NIMH Study Baylor VA Baylor Study MT CRADA In addition to our CNS business, we have two additional programs through our wholly-owned subsidiary VistaGen Therapeutics, Inc., a California corporation, dba VistaStem Therapeutics ( VistaStem hPSC NCEs RM CardioSafe 3D BlueRock Therapeutics 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, 2018
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 contained in this Report should be read in conjunction with our audited Consolidated Financial Statements for our fiscal year ended March 31, 2018 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 clinical-stage biopharmaceutical 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 approximately $160.8 million accumulated from inception (May 1998) through June 30, 2018. 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, initially as an adjunctive treatment for MDD and subsequently as a new treatment alternative for other CNS conditions, execute our drug rescue programs and pursue potential drug development and regenerative medicine opportunities. Since our inception in May 1998 through June 30, 2018, 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 $61.4 million, as well as from an aggregate of approximately $17.6 million of government research grant awards (excluding the fair market value of the NIMH Study and the Baylor Study), strategic collaboration payments, intellectual property sublicensing and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $33.7 million in non-cash settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services. At June 30, 2018, we had cash and cash equivalents of $7.2 million. Our cash position at June 30, 2018 considered with our recurring and anticipated losses, negative cash flows from operations and limited stockholders’ equity make it probable, in the absence of additional financing, that we will not have sufficient resources to fund our planned operations for the twelve months following the issuance of these financial statements, including expenditures required to satisfy a significant portion of the projected expenses associated with our ELEVATE Study, raising substantial doubt that we can continue as a going concern. However, to alleviate that doubt, since June 30, 2018 we have raised $3.36 million of additional capital as described below, and we plan, as we have numerous times in the past, to raise additional capital when and as needed, primarily through the sale of our equity securities in one or more private placements to accredited investors or public offerings. Between July 1, 2018 and August 13, 2018, we sold to accredited investors units consisting of an aggregate of 2,688,000 unregistered shares of our common stock, par value $0.001 per share, and warrants exercisable at least six months and one day following issuance and through February 28, 2022 to purchase 2,688,000 unregistered shares of our common stock at $1.50 per share, from which we received cash proceeds of $3,360,000 (the 2018 Private Placement Subsequent Events S-3 Registration Statement In addition to the potential sale of our equity securities, we may also seek to enter research, development and commercialization collaborations that could generate revenue or provide funding, including non-dilutive funding, for development of AV-101 and/or additional product candidates. We may also seek additional government grant awards or agreements similar, for example, to our current CRADA with the NIMH, which provides for the NIMH to fully fund the NIMH Study, or similar to our relationships with Baylor and the VA in connection with the Baylor 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 involving our intellectual property. Although we may seek additional collaborations that could generate revenue and/or non-dilutive funding for development of AV-101 and other product candidates, 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 as an adjunctive treatment for MDD and other potential CNS conditions, and various 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 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 future financings 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 in 2018 or 2019 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, 2018
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 BlueRock Agreement pursuant to which we recorded sublicense revenue in the third quarter of our fiscal year ended March 31, 2017, 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, including stock-based compensation expense, of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and non-clinical development of AV-101, stem cell research and development costs, and costs related to the application and prosecution of patents related to AV-101 and, to a lesser extent, our stem cell technology platform. All such costs are charged to expense as incurred. We also record accruals for estimated ongoing clinical trial costs. Clinical trial costs represent costs incurred by contract research organizations ( CRO Stock-Based Compensation We recognize compensation cost for all stock-based awards to employees and non-employee consultants based on the grant date fair value of the award. We record non-cash, stock-based compensation expense over the period during which the employee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have not granted restricted stock awards to employees nor do we have any awards with market or performance conditions. For option grants 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. Compensatory grants of stock to non-employees are generally treated as fully-earned at the time of the grant and the non-cash expense recognized is based on the quoted market price of the stock on the date of grant. 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, 2018 and 2017. Three Months Ended June 30, 2018 2017 Research and development expense: Stock option grants $ 230,100 $ 191,400 230,100 191,400 General and administrative expense: Stock option grants 382,500 175,600 382,500 175,600 Total stock-based compensation expense $ 612,600 $ 367,000 We did not grant any options pursuant to our 2016 Amended and Restated Stock Incentive Plan (the 2016 Plan At June 30, 2018, there were stock options outstanding to purchase 5,300,338 shares of our common stock at a weighted average exercise price of $2.43 per share. See Note 10, Subsequent Events 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. Loss per Common Share Basic net loss attributable to common stockholders per share of common stock excludes the effect of dilution and is computed by dividing net loss increased by the accrual of dividends on outstanding shares of our Series B 10% Convertible Preferred Stock ( Series B Preferred As a result of our net loss for both periods presented, potentially dilutive securities were excluded from the computation of diluted loss per share, as their effect would be antidilutive. Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of June 30, 2018 2017 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 1,160,240 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 (1999 Plan in 2017 only) 5,300,338 2,522,593 Outstanding warrants to purchase common stock 16,638,516 4,796,506 Total 26,167,106 11,547,351 ____________ (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, 2018 or March 31, 2018. 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, 2018, as compared to the recent accounting pronouncements described in our Form 10-K for our fiscal year ended March 31, 2018, that are of significance or potential significance to us. In June 2018, the Financial Accounting Standards Board ( FASB ASU Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-07 Revenue from Contracts with Customers Topic 606 In February 2016, the FASB issued ASU 2016-02, Leases ASC 842 Leases

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets are composed of the following at June 30, 2018 and March 31, 2018: June 30, March 31, 2018 2018 AV-101 materials and services $ 352,200 $ 505,900 Insurance 227,400 88,300 Public offering filing fees and expenses 25,900 25,900 All other 11,800 24,700 $ 617,300 $ 644,800

Property and Equipment

Property and Equipment	3 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment is composed of the following at June 30, 2018 and March 31, 2018: June 30, March 31, 2018 2018 Laboratory equipment $ 888,300 $ 888,300 Tenant improvements 193,500 26,900 Computers and network equipment 54,600 54,600 Office furniture and equipment 79,700 79,700 1,216,100 1,049,500 Accumulated depreciation and amortization (857,100 ) (842,100 ) Property and equipment, net $ 359,000 $ 207,400 The increase in tenant improvements reflects construction in progress at our South San Francisco, California offices at June 30, 2018, including approximately $113,700 of which is included in our Accounts Payable balance at that date. Under the terms of our November 2016 lease extension agreement, our landlord will reimburse us for up to $163,600 of such tenant improvement costs.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Accrued Expenses	Accrued expenses are composed of the following at June 30, 2018 and March 31, 2018: June 30, March 31, 2018 2018 Accrued AV-101 development and related expenses $ 889,500 $ 176,600 Accrued professional services 164,900 27,000 All other 3,500 2,700 $ 1,057,900 $ 206,300

Notes Payable

Notes Payable	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Notes Payable	The following table summarizes our unsecured promissory notes at June 30, 2018 and March 31, 2018. June 30, 2018 March 31, 2018 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total 6.50% and 7.15% Notes payable to insurance premium financing company (current) $ 181,100 $ — $ 181,100 $ 53,900 $ — $ 53,900 In May 2018, we executed a 6.50% promissory note in the principal amount of $160,500 in connection with certain insurance policy premiums. The note is payable in monthly installments of $16,500, including principal and interest, through March 2019, and had an outstanding balance of $144,800 at June 30, 2018. In February 2018, we executed a 7.15% promissory note in the principal amount of $59,700 in connection with other insurance policy premiums. That note is payable in monthly installments of $6,200, including principal and interest, through December 2018, and had an outstanding balance of $36,300 at June 30, 2018.

Capital Stock

Capital Stock	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Capital Stock	Common Stock and Warrants Issued in Private Placement During the quarter ended June 30, 2018, in connection with our self-placed 2018 Private Placement, we accepted a subscription agreement from an accredited investor, pursuant to which we sold units, at a purchase price of $1.25 per unit, consisting of 40,000 unregistered shares of our common stock and warrants, exercisable through February 28, 2022, to purchase 40,000 unregistered shares of our common stock at an exercise price of $1.50 per share. The purchaser of the units has 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 at least six months and one day following the date of issuance. We received aggregate cash proceeds of $50,000 in connection with this self-placed private placement transaction, and the entire amount of the proceeds was credited to stockholders’ equity. Refer to Note 10, Subsequent Events Issuance of Common Stock to Professional Services Providers During the quarter ended June 30, 2018, we issued 25,000 shares of our unregistered common stock having a fair value on the date of issuance of $24,000 as partial compensation to an investor relations service provider. We also issued 75,000 shares of our unregistered common stock having a fair value on the date of issuance of $99,000 as compensation under a financial advisory agreement. Warrants Outstanding During the quarter ended June 30, 2018, the holder of a warrant to purchase 5,000 shares of our common stock at $1.50 per share issued in our December 2017 public offering fully exercised the warrant and we received cash proceeds of $7,500. Following the warrant issuance in the 2018 Private Placement and the warrant exercise, at June 30, 2018, we had outstanding warrants to purchase shares of our common stock at a weighted average exercise price of $2.85 per share as follows: Warrants Exercise Outstanding at Price Expiration June 30, per Share Date 2018 $ 1.50 11/30/2021 to 12/13/2022 10,185,000 $ 1.82 3/7/2023 1,388,931 $ 2.00 4/30/2021 523,573 $ 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 1/11/2020 20,000 $ 20.00 9/15/2019 110,448 16,638,516 Of the warrants outstanding at June 30, 2018, 2,705,883 shares of common stock underlying the warrants exercisable at $5.30 per share issued in our May 2016 public offering, 1,388,931 shares of common stock underlying the warrants exercisable at $1.82 per share issued in our September 2017 public offering and 9,995,000 shares of common stock underlying the warrants exercisable at $1.50 per share issued in our December 2017 public offering are registered for resale by the warrant holders. The common shares issuable upon exercise of our remaining outstanding warrants are unregistered. At June 30, 2018, none of our outstanding warrants are subject to down round anti-dilution protection features and all of the outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Related Party Transactions	Cato Holding Company ( CHC CBV CRL CRO In July 2017, we entered into a Master Services Agreement ( MSA

Subsequent Events

Subsequent Events	3 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Subsequent Events	We have evaluated subsequent events through August 13, 2018 and have identified the following matters requiring disclosure: Common Stock and Warrants Issued in 2018 Private Placement Between July 1 and August 14, 2018, in connection with our self-placed 2018 Private Placement, we accepted subscription agreements from accredited investors, pursuant to which we sold to such investors units, at a purchase price of $1.25 per unit, consisting of an aggregate of 2,688,000 unregistered shares of our common stock and warrants, exercisable through February 28, 2022, to purchase 2,688,000 unregistered shares of our common stock at an exercise price of $1.50 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 at least six months and one day following the date of issuance. We received aggregate cash proceeds of $3,360,000 in connection with these self-placed private placement transactions. Issuance of Common Stock and Warrants to Professional Services Providers During July 2018, we issued: (i) a four-year warrant to purchase 48,000 unregistered shares of our common stock at an exercise price of $1.50 per share as compensation under a financial advisory consulting agreement; and (ii) 50,000 unregistered shares of our common stock having a fair value on the date of issuance of $68,000 and a four-year warrant to purchase 150,000 unregistered shares of our common stock at an exercise price of $1.50 per share as partial compensation under an additional financial advisory consulting agreement. Grant of Options from 2016 Plan On August 5, 2018, the Compensation Committee of the Board approved the grant of options to independent members of the Board, certain officers and employees to purchase an aggregate of 860,000 shares of our common stock at an exercise price of $1.27 per share, the quoted closing price of our common stock on the Nasdaq Capital Markets on the trading date preceding the grant. 25% of the options will vest immediately upon grant, and the remaining shares will vest ratably over the next twenty-four months.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Jun. 30, 2018
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 BlueRock Agreement pursuant to which we recorded sublicense revenue in the third quarter of our fiscal year ended March 31, 2017, 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, including stock-based compensation expense, of scientific personnel and direct project costs. External research and development expenses consist primarily of costs associated with clinical and non-clinical development of AV-101, stem cell research and development costs, and costs related to the application and prosecution of patents related to AV-101 and, to a lesser extent, our stem cell technology platform. All such costs are charged to expense as incurred. We also record accruals for estimated ongoing clinical trial costs. Clinical trial costs represent costs incurred by contract research organizations ( CRO
Stock-Based Compensation	We recognize compensation cost for all stock-based awards to employees and non-employee consultants based on the grant date fair value of the award. We record non-cash, stock-based compensation expense over the period during which the employee is required to perform services in exchange for the award, which generally represents the scheduled vesting period. We have not granted restricted stock awards to employees nor do we have any awards with market or performance conditions. For option grants 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. Compensatory grants of stock to non-employees are generally treated as fully-earned at the time of the grant and the non-cash expense recognized is based on the quoted market price of the stock on the date of grant. 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, 2018 and 2017. Three Months Ended June 30, 2018 2017 Research and development expense: Stock option grants $ 230,100 $ 191,400 230,100 191,400 General and administrative expense: Stock option grants 382,500 175,600 382,500 175,600 Total stock-based compensation expense $ 612,600 $ 367,000 We did not grant any options pursuant to our 2016 Amended and Restated Stock Incentive Plan (the 2016 Plan At June 30, 2018, there were stock options outstanding to purchase 5,300,338 shares of our common stock at a weighted average exercise price of $2.43 per share. See Note 10, Subsequent Events
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.
Loss per Common Share	Basic net loss attributable to common stockholders per share of common stock excludes the effect of dilution and is computed by dividing net loss increased by the accrual of dividends on outstanding shares of our Series B 10% Convertible Preferred Stock ( Series B Preferred As a result of our net loss for both periods presented, potentially dilutive securities were excluded from the computation of diluted loss per share, as their effect would be antidilutive. Potentially dilutive securities excluded in determining diluted net loss attributable to common stockholders per common share are as follows: As of June 30, 2018 2017 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 1,160,240 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 (1999 Plan in 2017 only) 5,300,338 2,522,593 Outstanding warrants to purchase common stock 16,638,516 4,796,506 Total 26,167,106 11,547,351 ____________ (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, 2018 or March 31, 2018.
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, 2018, as compared to the recent accounting pronouncements described in our Form 10-K for our fiscal year ended March 31, 2018, that are of significance or potential significance to us. In June 2018, the Financial Accounting Standards Board ( FASB ASU Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-07 Revenue from Contracts with Customers Topic 606 In February 2016, the FASB issued ASU 2016-02, Leases ASC 842 Leases

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Jun. 30, 2018
Summary Of Significant Accounting Policies Tables
Summary of stock-based compensation expense	Three Months Ended June 30, 2018 2017 Research and development expense: Stock option grants $ 230,100 $ 191,400 230,100 191,400 General and administrative expense: Stock option grants 382,500 175,600 382,500 175,600 Total stock-based compensation expense $ 612,600 $ 367,000
Schedule of potentially dilutive securities excluded from computation of earnings per share	As of June 30, 2018 2017 Series A Preferred stock issued and outstanding (1) 750,000 750,000 Series B Preferred stock issued and outstanding (2) 1,160,240 1,160,240 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 (1999 Plan in 2017 only) 5,300,338 2,522,593 Outstanding warrants to purchase common stock 16,638,516 4,796,506 Total 26,167,106 11,547,351 ____________ (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 Cu18

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Jun. 30, 2018
Prepaid Expenses And Other Current Assets Tables
Prepaid Expenses	June 30, March 31, 2018 2018 AV-101 materials and services $ 352,200 $ 505,900 Insurance 227,400 88,300 Public offering filing fees and expenses 25,900 25,900 All other 11,800 24,700 $ 617,300 $ 644,800

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	June 30, March 31, 2018 2018 Laboratory equipment $ 888,300 $ 888,300 Tenant improvements 193,500 26,900 Computers and network equipment 54,600 54,600 Office furniture and equipment 79,700 79,700 1,216,100 1,049,500 Accumulated depreciation and amortization (857,100 ) (842,100 ) Property and equipment, net $ 359,000 $ 207,400

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Jun. 30, 2018
Accrued Expenses Tables
Accrued Expenses	June 30, March 31, 2018 2018 Accrued AV-101 development and related expenses $ 889,500 $ 176,600 Accrued professional services 164,900 27,000 All other 3,500 2,700 $ 1,057,900 $ 206,300

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Jun. 30, 2018
Convertible Promissory Notes And Other Notes Payable Tables
Notes Payable	June 30, 2018 March 31, 2018 Principal Accrued Principal Accrued Balance Interest Total Balance Interest Total 6.50% and 7.15% Notes payable to insurance premium financing company (current) $ 181,100 $ — $ 181,100 $ 53,900 $ — $ 53,900

Capital Stock (Tables)

Capital Stock (Tables)	3 Months Ended
	Jun. 30, 2018
Capital Stock Tables
Warrants Outstanding	Warrants Exercise Outstanding at Price Expiration June 30, per Share Date 2018 $ 1.50 11/30/2021 to 12/13/2022 10,185,000 $ 1.82 3/7/2023 1,388,931 $ 2.00 4/30/2021 523,573 $ 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 1/11/2020 20,000 $ 20.00 9/15/2019 110,448 16,638,516

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2017	Mar. 31, 2017
Basis Of Presentation And Going Concern Details Narrative
Accumulated Deficit during its development stage	$ (160,758,300)	$ (156,543,800)
Cash proceeds from issuance of common stock	61,400,000
Cash proceeds from grant awards and other events	17,600,000
Cash and cash equivalents	$ 7,231,200	$ 10,378,300	$ 1,628,200	$ 2,921,300
Private placement shares	1,758,000
Proceeds from private placement	$ 2,197,500

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Stock option expense	$ 612,600	$ 367,000
ResearchAndDevelopmentExpenseMember
Stock option expense	230,100	191,400
ResearchAndDevelopmentExpenseMember | Options [Member]
Stock option expense	230,100	191,400
GeneralAndAdministrativeExpenseMember
Stock option expense	382,500	175,600
GeneralAndAdministrativeExpenseMember | Options [Member]
Stock option expense	$ 382,500	$ 175,600

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details 1) - shares	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Antidilutive securities	26,167,106	11,547,351
Series A Preferred Stock [Member]
Antidilutive securities	750,000	750,000
Series B Preferred Stock [Member]
Antidilutive securities	1,160,240	1,160,240
Series C Preferred Stock [Member]
Antidilutive securities	2,318,012	2,318,012
2016 (formerly 2008) and 1999 Stock Incentive Plans [Member]
Antidilutive securities	5,300,338	2,522,593
Warrant [Member]
Antidilutive securities	16,638,516	4,796,502

Prepaid Expenses and Other Cu26

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Prepaid Expenses And Other Current Assets Details
AV-101 materials and services	$ 352,200	$ 505,900
Insurance	227,400	88,300
Public offering expenses	25,900	25,900
All other	11,800	24,700
Total	$ 617,300	$ 644,800

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Property and equipment, gross	$ 1,216,100	$ 1,049,500
Accumulated depreciation and amortization	(857,100)	(842,100)
Property and equipment, net	359,000	207,400
Laboratory Equipment [Member]
Property and equipment, gross	888,300	888,300
Tenant Improvements [Member]
Property and equipment, gross	193,500	26,900
Computers and Network Equipment [Member]
Property and equipment, gross	54,600	54,600
Office Furniture And Equipment [Member]
Property and equipment, gross	$ 79,700	$ 79,700

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Accrued Expenses Details
Accrued AV-101 development and related expenses	$ 889,500	$ 176,600
Accrued professional services	164,900	27,000
All other	3,500	2,700
Total	$ 1,057,900	$ 206,300

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Jun. 30, 2018	Mar. 31, 2018
Principal Balance	$ 181,100	$ 53,900
Accrued Interest	0	0
Total	181,000	53,900
Notes Payable 1 [Member]
Principal Balance	181,100	53,900
Accrued Interest	0	0
Total	$ 181,000	$ 53,900

Capital Stock (Details)

Capital Stock (Details)	3 Months Ended
	Jun. 30, 2018$ / sharesshares
Warrants outstanding	16,638,516
Warrant 1 [Member]
Exercise price per share | $ / shares	$ 1.50
Expiration date range	11/30/2021 to 12/13/2022
Warrants outstanding	10,185,000
Warrant 2 [Member]
Exercise price per share | $ / shares	$ 1.82
Expiration date range	3/7/2023
Warrants outstanding	1,388,931
Warrant 3 [Member]
Exercise price per share | $ / shares	$ 2
Expiration date range	4/30/2021
Warrants outstanding	523,573
Warrant 4 [Member]
Exercise price per share | $ / shares	$ 3.51
Expiration date range	12/31/2021
Warrants outstanding	50,000
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	1/11/2020
Warrants outstanding	20,000
Warrant 11 [Member]
Exercise price per share | $ / shares	$ 20
Expiration date range	9/15/2019
Warrants outstanding	110,448

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Incurred expenses on research and subsequent other projects	$ 2,743,700	$ 1,096,200
CRL [Member]
Incurred expenses on research and subsequent other projects	$ 877,500	$ 128,200