Document And Entity Information
Document And Entity Information | 3 Months Ended |
Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Vitality Biopharma, Inc. |
Entity Central Index Key | 1,438,943 |
Document Type | S-1/A |
Document Period End Date | Jun. 30, 2016 |
Amendment Description | Amendment No. 2 |
Amendment Flag | true |
Current Fiscal Year End Date | --03-31 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | VBIO |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Current Assets | |||
Cash | $ 20,481 | $ 95,433 | $ 389,730 |
Accounts receivable, net | 39,203 | 30,396 | 61,595 |
Inventory | 6,470 | 6,470 | 8,478 |
Prepaid Expense and other current assets | 2,500 | ||
Deposit | 3,058 | 2,500 | |
Total Assets | 69,212 | 134,799 | 462,303 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 232,953 | 244,937 | 134,007 |
Accounts payable - related party | 13,800 | 6,900 | 1,000 |
Derivative liability | 335,802 | 401,127 | 1,406,596 |
Total liabilities | 582,555 | 652,964 | 1,541,603 |
Stockholders' Deficit | |||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 10,561,708, 7,911,708 and 7,296,892 shares issued and outstanding, respectively | 10,562 | 7,912 | 7,297 |
Shares issuable, 588,236 and 999,700 shares, respectively | 100,000 | 99,970 | |
Additional paid-in-capital | 12,332,059 | 11,890,512 | 11,288,637 |
Accumulated deficit | (12,955,964) | (12,516,559) | (12,375,234) |
Total stockholders' deficit | (513,343) | (518,165) | (1,079,300) |
Total liabilities and stockholders' deficit | $ 69,212 | $ 134,799 | $ 462,303 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Oct. 11, 2011 | Oct. 09, 2011 |
Balance Sheet Related Disclosures [Abstract] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 525,000,000 | 75,000,000 |
Common stock, shares issued | 10,561,708 | 7,911,708 | 7,296,892 | 51,450,000 | 7,350,000 |
Common stock, shares outstanding | 10,561,708 | 7,911,708 | 7,296,892 | 51,450,000 | 7,350,000 |
Shares issuable | 588,236 | 999,700 | 999,700 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 46,377 | $ 61,915 | $ 248,348 | $ 245,680 |
Cost of goods sold | 25,119 | 24,033 | 149,478 | 121,341 |
Gross profit | 21,258 | 37,882 | 98,870 | 124,339 |
Operating Expenses: | ||||
General and administrative | 327,874 | 741,596 | 2,196,922 | 2,749,153 |
Rent and other related party costs | 6,900 | 10,900 | 30,600 | 49,017 |
Research and development | 110,315 | 183,525 | 613,119 | 1,131,327 |
Total Operating Expenses | 445,089 | 936,021 | 2,840,641 | 3,929,497 |
Loss from operations | (423,831) | (898,139) | (2,741,771) | (3,805,158) |
Other income (expenses) | ||||
Cost to induce exercise of warrants | (961,767) | |||
Interest expense | (621) | (68) | (363) | (6,065) |
Change in fair value of derivative liability | (14,953) | 1,113,801 | 2,600,809 | 724,617 |
Total other income (expense), net | (15,574) | 1,113,733 | 2,600,446 | (243,215) |
Net income (loss) | $ (439,405) | $ 215,594 | $ (141,325) | $ (4,048,373) |
Net income (loss) per common share - Basic | $ (0.04) | $ 0.03 | ||
Net income (loss) per common share - Diluted | $ (0.04) | $ 0.03 | ||
Loss per share - Basic and diluted | $ (0.02) | $ (0.57) | ||
Weighted average number of common shares outstanding, basic | 10,069,358 | 7,568,760 | ||
Weighted average number of common shares outstanding, diluted | 10,069,358 | 7,778,760 | ||
Weighted average number of common shares outstanding, basic and diluted | 7,541,984 | 7,042,188 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Common Stock Issuable [Member] | Unvested Issued Common Stock [Member] | Total |
Balance at Mar. 31, 2014 | $ 6,683 | $ 8,359,516 | $ (8,326,861) | $ (149,714) | $ (110,376) | |
Balance, shares at Mar. 31, 2014 | 6,683,252 | |||||
Reclassication of unvested, issued common stock to paid-in capital | (149,714) | 149,714 | ||||
Common stock issued upon exercise of options | $ 5 | 4,995 | $ 5,000 | |||
Common stock issued upon exercise of options, shares | 5,000 | 5,000 | ||||
Common stock issued to employees with vesting terms | $ 150 | 329,361 | $ 329,511 | |||
Common stock issued to employees with vesting terms, shares | 150,000 | |||||
Common stock issued for services | $ 91 | 338,809 | 338,900 | |||
Common stock issued for services, shares | 90,992 | |||||
Fair value of vested stock options | 233,310 | 233,310 | ||||
Fair value of vested warrants granted to employees | 432,772 | 432,772 | ||||
Common stock issued upon exercise of warrants | $ 368 | 1,470,220 | 1,470,588 | |||
Common stock issued upon exercise of warrants, shares | 367,648 | |||||
Extinguishment of derivative liability | 269,368 | 269,368 | ||||
Net Loss | (4,048,373) | (4,048,373) | ||||
Balance at Mar. 31, 2015 | $ 7,297 | 11,288,637 | (12,375,234) | (1,079,300) | ||
Balance, shares at Mar. 31, 2015 | 7,296,892 | |||||
Amortization of common stock issued to employees with vesting terms | 161,936 | $ 161,936 | ||||
Common stock issued upon exercise of options, shares | ||||||
Common stock issued for services | $ 115 | 275,885 | $ 276,000 | |||
Common stock issued for services, shares | 114,816 | |||||
Fair value of vested stock options | 286,248 | 286,248 | ||||
Fair value of vested warrants granted to employees | 182,072 | 182,072 | ||||
Issuance of stock and warrants | $ 500 | (403,577) | (403,077) | |||
Issuance of stock and warrants, shares | 500,000 | |||||
Extinguishment of derivative liability | 99,311 | 99,311 | ||||
Common Stock issuable | 99,970 | 99,970 | ||||
Net Loss | (141,325) | (141,325) | ||||
Balance at Mar. 31, 2016 | $ 7,912 | 11,890,512 | (12,516,559) | 99,970 | (518,165) | |
Balance, shares at Mar. 31, 2016 | 7,911,708 | |||||
Amortization of common stock issued to employees with vesting terms | 24,000 | $ 24,000 | ||||
Common stock issued upon exercise of options, shares | ||||||
Fair value of vested stock options | 39,905 | $ 39,905 | ||||
Fair value of vested warrants granted to employees | 35,014 | 35,014 | ||||
Issuance of stock and warrants | $ 2,650 | 262,350 | (99,970) | 165,030 | ||
Issuance of stock and warrants, shares | 2,650,000 | |||||
Common stock issued upon exercise of warrants | $ 100,000 | |||||
Common stock issued upon exercise of warrants, shares | 588,236 | |||||
Extinguishment of derivative liability | 80,278 | $ 80,278 | ||||
Common Stock issuable | 100,000 | 100,000 | ||||
Net Loss | (439,405) | (439,405) | ||||
Balance at Jun. 30, 2016 | $ 10,562 | $ 12,332,059 | $ (12,955,964) | $ 100,000 | $ (513,343) | |
Balance, shares at Jun. 30, 2016 | 10,561,708 |
Condensed Statements of Stockh6
Condensed Statements of Stockholders' Deficit (Parenthetical) - shares | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Stockholders' Equity [Abstract] | |||
Shares issuable | 588,236 | 999,700 | 999,700 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||||
Net income (loss) | $ (439,405) | $ 215,594 | $ (141,325) | $ (4,048,373) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Fair value of vested stock options | 39,905 | 119,764 | 286,248 | 233,310 |
Amortization of common stock issued to employees and director | 24,000 | 59,234 | ||
Change in fair value of derivative liability | 14,953 | (1,113,801) | (2,600,809) | (724,617) |
Fair value of common stock issued for services | 115,000 | 276,000 | 338,900 | |
Fair value of vested warrants granted to employees | 35,014 | 77,031 | 182,072 | 432,772 |
Fair value of vested common stock issued to employees | 161,936 | 329,511 | ||
Cost of warrant modification | 961,767 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | (8,807) | 18,267 | 31,199 | (22,100) |
Deposit | (558) | |||
Advance payment on related party lease | (2,300) | 10,413 | ||
Accounts payable and accrued liabilities | (11,984) | 25,801 | 110,930 | 4,092 |
Accounts payable - related party | 6,900 | (1,000) | 5,900 | (15,100) |
Inventory | 2,008 | (8,478) | ||
Prepaid expense | 8,137 | |||
Net Cash Used in Operating Activities | (339,982) | (486,410) | (1,685,841) | (2,499,766) |
Investing activities | ||||
Acquisition of cash upon acquisition | 10,505 | |||
Net Cash Provided by Investing Activities | 10,505 | |||
Financing activities | ||||
Proceeds from exercise of warrants, net | 1,470,588 | |||
Proceeds from exercise of options | 5,000 | |||
Proceeds from Common Stock issuable | 100,000 | 99,970 | ||
Proceeds from sale of common stock and warrants, net | 165,030 | 1,291,574 | 1,291,574 | |
Net Cash Provided by Financing Activities | 265,030 | 1,291,574 | 1,391,544 | 1,475,588 |
Net increase (decrease) in cash | (74,952) | 805,164 | (294,297) | (1,013,673) |
Cash and cash equivalent - beginning of period | 95,433 | 389,730 | 389,730 | 1,403,403 |
Cash and cash equivalent - end of period | 20,481 | 1,194,894 | 95,433 | 389,730 |
Cash paid during the period for: | ||||
Interest | 363 | 68 | ||
Income taxes | ||||
Non-Cash Investing and Financing Activities: | ||||
Fair value of warrants issued with common stock recorded, as derivative liability | 1,694,651 | 1,694,651 | 961,767 | |
Extinguishment of derivative liability | 80,278 | 99,311 | 269,368 | |
Acquisition of accounts receivable upon acquisition | $ 34,495 |
Business and Basis of Operation
Business and Basis of Operations | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business and Basis of Operations | 1. BUSINESS AND BASIS OF OPERATIONS Vitality Biopharma, Inc. (the Company, we, us or our) was incorporated under the laws of the State of Nevada on June 29, 2007. In December 2015, we discovered novel pharmaceutical applications of our glycosylation technology for producing cannabinoid prodrugs and we have recently changed our operational focus towards pharmaceutical development of the cannabinoid prodrugs. On July 15, 2016, the holders of a majority of our outstanding common stock and our Board of Directors approved 1) a name change whereby our name changed from Stevia First Corp. to Vitality Biopharma, Inc., 2) a reverse split of our outstanding common shares whereby each 10 shares of common stock will be exchanged for 1 share of common stock and 3) an increase in the number of shares of authorized common stock from 525,000,000 to 1,000,000,000. These changes became effective on July 20, 2016. All share and per share information contained in this Quarterly Report, including these unaudited condensed financial statements, has been adjusted to reflect these changes as if it had occurred in the earliest period presented. Going Concern These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses and utilized cash in operations since inception resulting in stockholders deficit of $513,343 as of June 30, 2016, and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Companys ability to continue as a going concern. As a result, the Companys independent registered public accounting firm, in their report on the Companys March 31, 2016 audited financial statements, raised substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate that we will have sufficient funds to operate the business for the 6 months after June 30, 2016. These estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period. In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. We do not have any firm commitments for future capital. We will need to raise additional funds in order to continue operating our business and pursue and execute our planned research and development and commercial operations. We do not presently have, nor do we expect in the near future to have, sufficient or consistent revenue to fund our business from our operations, and will need to obtain significant funding from external sources. Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments. If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property that could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business. Further, these or other sources of capital may not be available on commercially reasonable or acceptable terms when needed, or at all. If we cannot raise the money that we need in order to continue to operate and develop our business, we will be forced to delay, scale back or eliminate some or all of our operations. If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment. Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three months ended June 30, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the Securities Act). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete audited financial statements. However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Companys financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period. The balance sheet information as of March 31, 2016 was derived from the audited financial statements as of and for the year ended March 31, 2016 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on June 24, 2016. These financial statements should be read in conjunction with that report. | 1. BUSINESS AND BASIS OF OPERATIONS Stevia First Corp. (the Company, we, us or our), was incorporated in the State of Nevada on June 29, 2007 and commenced operations as a mineral exploration company. On October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from Legend Mining Inc Going Concern These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception and has a stockholders deficiency of $518,165 as at March 31, 2016, and further losses are anticipated in the development of its business. These and other factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate as of March 31, 2016 we will have sufficient funds to operate the business for the next 6 months. We will require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, seeking to license or acquire new assets, and researching and developing any potential patents and any further intellectual property that we may acquire. Further, these estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period. In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. Subsequent to March 31, 2016, we completed a private placement of our common stock and warrants resulting in net proceeds of $265,000, of which proceeds amounting to $99,970 were received in March 2016. We do not have any other firm commitments for future capital. Significant additional financing will be required to fund our planned principal operations in the near term and in future periods, including research and development activities relating to stevia extract production, developing and seeking regulatory approval for any of our stevia product candidates, commercializing any product candidate for which we are able to obtain regulatory approval or certification, seeking to license or acquire new assets or businesses, and maintaining our intellectual property rights and pursuing rights to new technologies. We do not presently have, nor do we expect in the near future to have, significant revenue to fund our business from our operations, and will need to obtain most of our necessary funding from external sources in the near term. Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments. If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property and could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business. Further, these or other sources of capital may not be available on commercially reasonable or acceptable terms when needed, or at all. If we cannot raise the money that we need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, the fair value of equity instruments issued for services, and assumptions used in the valuation of our outstanding derivative liabilities. Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customers inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Companys historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At June 30, 2016, and March 31, 2016, the allowance for doubtful accounts and returns and discounts was approximately $17,500. Financial Assets and Liabilities Measured at Fair Value The Company accounts for the fair value of financial instruments in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 820, Fair Value Measurements and Disclosures (ASC 820), formerly SFAS No. 157 Fair Value Measurements. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Companys assumptions. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts payable and accrued liabilities, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company uses Level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Companys derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At June 30, 2016 and March 31, 2016, the Companys balance sheet includes the fair value of derivative liabilities that were measured using level 2 measurements. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton model to value the derivative instruments at inception and on subsequent valuation dates through the June 30, 2016 reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Companys statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. Basic and Diluted Loss Per Share The Companys computation of earnings (loss) per share (EPS) includes basic and diluted EPS. Basic EPS is calculated by dividing the Companys net income (loss) available to common stockholders by the weighted average number of common shares during the period. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. Diluted EPS reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. As of June 30, 2016 potentially dilutive securities include options to acquire 892,500 shares of common stock and warrants to acquire 9,702,713 shares of common stock. At June 30, 2015 potentially dilutive securities include options to acquire 830,000 shares of common stock and warrants to acquire 2,502,704 shares of common stock. The basic and fully diluted shares for the three months ended June 30, 2016 are the same because the inclusion of the potential shares would have had an anti-dilutive effect. Diluted net income per common share for the three months ended June 30, 2015 was calculated based on an increased number of shares that would be outstanding as follows: Three Months Ended June 30, 2016 2015 Numerator: Net income (loss) $ (439,405 ) $ 215,594 Denominator: Weighted average shares outstanding (basic) 10,069,358 7,568,760 Effect of dilutive stock options - 210,000 Weighted average shares outstanding (diluted) 10,069,358 7,778,760 Net income (loss) per share Basic $ (0.04 ) $ 0.03 Diluted $ (0.04 ) $ 0.03 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and input assumptions used in the valuation of derivative liabilities. Revenues Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for products and/or services that have been delivered in the normal course of business, title has passed, the selling price is both fixed and determinable, and collectability is reasonably assured, all of which generally occurs upon shipment of the Companys product or delivery of the product to the destination specified by the customer. The Company determines whether delivery has occurred based on when title transfers and the risks and rewards of ownership have transferred to the buyer, which usually occurs when the Company ships the products. The Company regularly reviews its customers financial positions to ensure that collectability is reasonably assured. Except for warranties, the Company has no post-sales obligations. Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customers inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Companys historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At March 31, 2016 and 2015, the allowance for doubtful accounts and returns and discounts was approximately $17,500 and $2,500, respectively. Financial Assets and Liabilities Measured at Fair Value The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Companys assumptions. The fair value of the derivative liabilities of $401,127 and $1,406,596 at March 31, 2016 and 2015, respectively, were valued using Level 2 inputs. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the March 31, 2016, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (ASC), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using a Black-Scholes-Merton option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Companys statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company periodically issues unvested (restricted) shares of its common stock to employees as equity incentives. The Companys restricted stock vests upon the satisfaction of a recipients service condition, which is satisfied over a period of number of years. The restricted shares vest over certain period and remain subject to forfeiture if vesting conditions are not met. The Company values the shares based on the price per share of the Companys shares at the date of grant and recognizes the value as compensation expense ratably over the vesting period. Basic and Diluted Loss Per Share The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: March 31, 2016 2015 Options 909,167 632,500 Warrants 2,002,713 1,212,713 Total 2,911,880 1,845,213 Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Companys treatments and product candidates. Research and development costs are expensed as incurred over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In November 2014, the FASB issued Accounting Standards Update No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in ASU 2014-6 do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. ASU 2014-6 applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
Acquisition from Related Party
Acquisition from Related Party | 12 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition from Related Party | 3. ACQUISITION FROM RELATED PARTY On May 16, 2014, the Company entered into an Asset Purchase Agreement with Percipio Biosciences, Inc. (Percipio), a Delaware corporation, to purchase certain assets of Percipio for $50,000. The Companys Chief Executive Officer, Robert Brooke, owned 20% of Percipio. The acquisition of the assets has been accounted for as a purchase in accordance with ASC Topic 805 Business Combinations and the assets have been included in the Companys financial statements since May 16, 2014. The purchase price was allocated to current assets based on their fair value as determined by management. At March 31, 2016, $11,950 of the purchase price remains unpaid and is included in accounts payable on the accompanying balance sheet. The Company has determined that the acquisition is not a material acquisition and accordingly, no pro-forma information has been presented. In conjunction with the Percipio asset purchase, the Company entered into written employment agreement with Dr. Fang Lu, majority owner and President of Percipio, under which he now serves as Senior Scientist for the Company. Dr. Lus employment agreement commenced on May 17, 2014 and is terminable at any time at the option of Dr. Lu or the Company. Under the employment agreement, Dr. Lu is entitled to an annual salary of $95,000. |
Derivative Liability
Derivative Liability | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liability | 3. DERIVATIVE LIABILITY Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entitys own stock, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The warrants issued to purchasers and placement agent in June 2013 and September 2014, and the warrants issued to investors in May 2015, do not have fixed settlement provisions because their exercise prices will be lowered if the Company issues securities at lower prices in the future or have other variable provisions. The Company was required to include the reset provisions in order to protect the holders of the warrants from the potential dilution associated with future financings, and a fundamental transaction provision, which require a revaluation of the liabilities. In accordance with the FASB authoritative guidance, the warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. As of March 31, 2016 and June 30, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: Warrants: June 30, 2016 March 31, 2016 Exercise Price $ 2.00 - 4.25 $ 3.00 - 4.50 Stock Price $ 0.50 $ 0.70 Risk-free interest rate 0.48 - 0.86 % 0.19 - 1.04 % Expected volatility 126.31 % 105.06 - 124.77 % Expected life (in years) 1.25 - 3.9 years 0.1 - 4.2 years Expected dividend yield 0 0 Fair Value: $ 335,802 $ 401,127 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the warrants was determined by the expiration dates of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. Certain warrants included in the March 31, 2016 derivative balance expired in May 2016 and were therefore extinguished from the derivative balance at June 30, 2016. For the three months ended June 30, 2016, the Company recorded an increase in fair value of the derivative liability of $14,953. As of June 30, 2016, the aggregate fair value of the derivative liabilities was $335,802. | 4. DERIVATIVE LIABILITY The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. Certain warrants issued to investors and placement agents (described in Note 5 and Note 6) do not have fixed settlement provisions because their exercise prices will be lowered if the Company issues securities at lower prices in the future. In accordance with the FASB authoritative guidance, the warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. At the applicable dates of issuance and as of March 31, 2015 and March 31, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: Date of Modification September 24, 2014 March 31, 2015 Upon Issuance May 11, 2015 March 31, 2016 Exercise Price $ 4.00 4.50 $ 3.40 - 4.50 $ 3.50 - 4.50 $ 3.00 4.50 Stock Price $ 4.20 $ 3.80 $ 2.90 $ 0.70 Risk-free interest rate 1.78 - 2.0 % 0.41 - 1.25 % 0.17 - 1.59 % 0.19 1.04 % Expected volatility 84.45 % 76.26 % 76.26 - 107.5 % 105.06 - 124.77 % Expected life (in years) 0.01 5.0 years 2.50 - 4.5 years 0.75 5.0 years 0.1 4.2 years Expected dividend yield 0.00 0.00 0.00 0.00 Fair Value: $ 961,767 $ 1,406,596 $ 1,694,651 $ 401,127 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. On September 10, 2014, certain terms of certain of the Companys warrants were modified in connection with an early exercise offer made to the warrant holders, and the incremental change in their fair values of $21,218 was accounted for as an increase in the fair value of the derivative liabilities as of the date of modification and recorded as a cost to induce exercise of the warrants. Also, as part of the terms of the early exercise offer, the Company issued to such warrant holders new, replacement warrants with an aggregate fair value at their issue date of $940,549, which was accounted for as a derivative liability at the issue date (described in Note 7). All of the warrants subject to the early exercise offer, which were accounted for as derivative liabilities, were exercised in connection with such offer, and as such their corresponding fair value at the exercise date of $269,368 was extinguished from the derivative liabilities balance. During the year ended March 31, 2015, we recognized a change in fair value of the derivative liability of $724,617. As of March 31, 2015, the aggregate fair value of the derivative liabilities was $1,406,596. In May 2015, we recognized additional derivative liabilities of $1,694,651 related to the warrants issued in conjunction with the sale of the Companys common stock (described in Note 5). For the fiscal year ended March 31, 2016, the Company recognized a change in fair value of the derivative liability of $2,600,809. As of March 31, 2016, the aggregate fair value of the derivative liabilities was $401,127. |
Stockholders' Equity Deficiency
Stockholders' Equity Deficiency | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Deficiency | 4. EQUITY Equity Financing In May 2016, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company to the purchasers, in a private placement, of an aggregate of 2,650,000 shares of the Companys common stock (collectively, the Shares) and Warrants to purchase up to an aggregate of 7,950,000 shares of the Companys common stock,(the Warrants, and the shares issuable upon exercise of the Warrants, collectively, the Warrant Shares), at a price of $0.10 per Share (the Offering). The Warrants have an exercise price of $0.17 per share and expire six months from the date of issuance. The Offering closed on May 4, 2016. The aggregate proceeds to the Company from the sale of the Shares and Warrants was $265,000. In addition, 999,700 shares of common stock valued at $99,970 were issued during the period that were previously reflected as common stock, issuable. Common stock issued to employees for services with vesting terms The Company has issued shares of common stock to employees and directors that vest over time. These shares of common stock were valued based upon the market price of the Companys common stock at the dates of grant and determined the aggregate fair values to be of approximately $683,000. The allocable portion of the aggregate fair values of these shares of common stock that vested during the three months ended June 30, 2016 and 2015 amounted to $24,000 and $59,234, respectively, and were recognized as an expense in the accompanying statements of operations during the periods then ended. As of June 30, 2016, approximately $43,000 of these awards remains unvested and will be amortized as compensation costs in future years. Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board. In the event a recipients employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement. The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, March 31, 2016 175,833 Granted - Vested (2,500 ) Forfeited - Non-vested shares, June 30, 2016 173,333 | 5. STOCKHOLDERS DEFICIENCY Equity financing In May 2015, the Company entered into a Securities Purchase Agreement with seven purchasers for the sale of an of aggregate of 500,000 shares of the Companys common stock (collectively, the Shares), and warrants to purchase an aggregate of 1,250,001 shares of the Companys common stock for total gross proceeds of $1,500,000, or a sales price of $3.00 per share (the Offering). The Offering closed on May 11, 2015. The Company incurred $208,426 direct costs, fees and expenses in connection with the Offering, resulting in net cash proceeds to the Company of $1,291,574. The warrants to purchase an aggregate of 1,250,001 issued to the purchasers in the Offering were issued in three tranches: Series A Warrants to purchase up to an aggregate of 500,000 shares of the Companys common stock, with exercise price of $4.50 per share, and a term of 5 years; Series B Warrants to purchase up to an aggregate of 500,000 shares of the Companys common stock, with exercise price of $3.50 per share, and a term of 9 months; and Series C Warrants to purchase up to an aggregate of 250,000 shares of the Companys common stock , with exercise price of $4.00 per share, and a term of 1 year; all of which are exercisable immediately (the Series A Warrants, the Series B Warrants and the Series C Warrants, collectively, the Warrants). The Company also issued warrants to purchase up to 40,000 shares of the Companys common stock (the Placement Agent Warrants) to H.C. Wainwright& Co., LLC as placement agent to the Offering. The Placement Agent Warrants have an exercise price of $3.75 per share, a term of 5 years, and are exercisable immediately. The exercise price of the Series A Warrants granted to the purchasers of the Offering includes an anti-dilution provision that allows for the automatic reset of the exercise price upon any future sale of the Companys common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants, provided that the exercise price shall not be reduced to less than $2.00 per share. Additionally, all of the Warrants granted to the purchasers of the Offering and the Placement Agent Warrants are subject to provision for certain fundamental transactions. The Company considered the current FASB guidance of Determining Whether an Instrument Indexed to an Entitys Own Stock and determined that the exercise prices of the Warrants and the Placement Agent Warrants were not fixed amounts because they are subject to fluctuation based on the occurrence of future offerings or events, and certain fundamental transactions. As a result, the Company determined that the Warrants and the Placement Agent Warrants are not considered indexed to the Companys own stock and characterized the initial fair value of these warrants as derivative liabilities upon issuance. The Company determined the aggregate initial fair value of the Warrants and the Placement Agent Warrants in the Offering to be $1,694,651 at issuance valued using a probability weighted average Black-Scholes-Merton pricing model. For financial statement purposes, the amount of the derivative liability created from the issuance of the Warrants and the Placement Agent Warrants of $1,694,651 has been offset to the net cash proceeds received of $1,291,574, resulting in a net reduction of additional paid-in capital of $408,077 from the sale of the Shares of common stock and Warrants. Common stock issued to employees for services with vesting terms The Company has issued the following shares of common stock to employees and directors that vest over time: ● In July and August 2012, the Company issued an aggregate of 70,000 shares of its common stock to employees and a director of the Company, with aggregate fair value of $189,000 at grant date, and vesting over a period ranging from 16 months to 60 months from the date of grant under the Companys stock option and incentive plan (the 2012 Stock Incentive Plan). ● In July 2013, the Company issued 10,000 shares of its common stock to an employee of the Company with fair value of $36,000 at grant date and vesting over a period of 31 months from the date of grant under the Companys 2012 Stock Incentive Plan. ● In conjunction with the Percipio asset purchase (see Note 3) entered into by the Company on May 2014, the Company entered into an employment agreement with a new employee, pursuant to which the Company granted 10,000 shares of its common stock with fair value of $38,000 at grant date. The 10,000 shares of stock is vesting over a period of 24 months from the date of grant under the Companys 2012 Stock Incentive Plan. ● In conjunction with the Distribution and License Agreements (see Note 9) entered into by the Company in August 2014, the Company entered into employment agreements with two new employees, pursuant to which the Company granted an aggregate of 140,000 shares of its common stock, with aggregate fair value of $420,000 at grant date. Of these 140,000 shares of stock, 40,000 vested immediately, and the remaining 100,000 are vesting over periods ranging from 12 months to 36 months from the date of grant. An aggregate of 100,000 shares of the Companys restricted common stock will also be issued and will vest upon achievement certain milestones, for which the Company will account for their costs at the time their issuance becomes probable. These shares of common stock were valued based upon the market price of the Companys common stock at the dates of grant and determined the aggregate fair values to be of approximately $683,000. The allocable portion of the aggregate fair values of these shares of common stock that vested during the years ended March 31, 2016 and 2015 amounted to $161,936 and $329,511, respectively, and were recognized as expense in the accompanying statements of operations during the years then ended. As of March 31, 2016, approximately $86,000 of these awards remains unvested and will be amortized as compensation costs in future years. Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board. In the event a recipients employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement. The Company reclassified $149,714 from unvested, unissued common stock to additional paid-in capital relating to the unvested portion of vested shares granted as of the prior year ended March 31, 2014, to make its presentation of stockholders deficiency reflect the transaction more appropriately. There was no net effect on stockholders deficiency. Common stock issued for services During the year ended March 31, 2015, the Company issued an aggregate of 79,098 shares of the Companys common stock to consultants as payment for services and recorded an expense of $294,100 based on the closing market price of our common stock on the date of the issuance. These shares were issued outside of the 2012 Stock Incentive Plan. In December 2014, the Company issued 7,895 shares of common stock under the 2012 Stock Incentive Plan to a consultant under the terms of a consulting agreement and recorded an expense of $30,000 based on the closing market price of our common stock on the date of issuance. In March 2015, the Company also issued 4,000 shares of common stock under the 2012 Stock Incentive Plan, to an employee and recorded an expense of $14,800 based on the closing market price of our common stock on the date of issuance. In May 2015, pursuant to the terms of certain consulting agreement, the Company issued an aggregate of 32,500 shares of the Companys common stock to two consultants as payment for services and recorded an expense of $115,000 based on the fair value of the Companys common stock at the issuance dates. In July 2015, we issued a total of 31,000 shares of our common stock to two consultants in exchange for services and recorded an expense of $61,000. These shares were issued outside of the 2012 Stock Incentive Plan. In October and November 2015, pursuant to the terms of a certain consulting agreement, the Company issued an aggregate of 51,316 shares of the Companys common stock to a consultant as payment for services valued at $100,000. These shares were issued outside of the 2012 Stock Incentive Plan. |
Stock Options
Stock Options | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock Options | 5. STOCK OPTIONS Pursuant to the terms of the 2012 Stock Incentive Plan, the exercise price for all equity awards issued under the 2012 Stock Incentive Plan is based on the market price per share of the Companys common stock on the date of grant of the applicable award. A summary of the Companys stock option activity for the three months ended June 30, 2016 is presented below: Shares Weighted Average Exercise Price Balance at March 31, 2016 907,500 $ 3.30 Granted - - Exercised - - Cancelled (15,000 ) 3.40 Balance outstanding at June 30, 2016 892,500 $ 2.86 Balance exercisable at June 30,2016 717,501 $ 2.99 At June 30, 2016, options to purchase common shares were outstanding as follows: Number of options Weighted Average Exercise Price Weighted Average Grant-date Stock Price Options Outstanding, June 30, 2016 130,000 $ 1.00 $ 10.00 10,000 $ 1.50 $ 0.40 287,500 $ 2.00 - 2.70 $ 2.00 - 2.70 205,000 $ 3.10 - 3.80 $ 3.10 - 3.80 200,000 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 892,500 Options Exercisable, June 30,2016 130,000 $ 1.00 $ 10.00 2,500 $ 1.50 $ 0.40 157,500 $ 2.00 - 2.70 $ 2.00 - 2.70 171,668 $ 3.10 - 3.80 $ 3.10 - 3.80 195,833 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 717,501 During the three months ended June 30, 2016 and 2015, we expensed total stock-based compensation related to vesting stock options of $39,905 and $119,764, respectively, and the remaining unamortized cost of the outstanding stock options at June 30, 2016 was $263,460. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years and will be adjusted for subsequent changes in estimated forfeitures. Future option grants will increase the amount of compensation expense that will be recorded. The intrinsic values of all outstanding and exercisable stock options at June 30, 2016 were approximately $0 and $0, respectively, and $130,000 and $130,000, respectively, at June 30, 2015. | 6. STOCK OPTIONS Year Ended March 31, 2015 During the year ended March 31, 2015, the Company granted to employees options to purchase an aggregate of 112,500 shares of the Companys common stock that expire ten years from the date of grant and have vesting periods ranging from zero to 36 months. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 81.84%, (ii) discount rate of 1.62 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to employees at their grant dates was approximately $300,000. During the year ended March 31, 2015, the Company also granted to three consultants options to purchase 22,500 shares of the Companys common stock that expire between five and ten years from date of grant and have vesting periods ranging from is 0 to 36 months. The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 76.26%, (ii) discount rate of 2.17 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The total fair value of the option grants to the consultants at their grant dates was approximately $88,000. In April 2014, 5,000 options were exercised by a consultant at an exercise price of $1.00 per share or total proceeds to the Company of $5,000. Year Ended March 31, 2016 During the year ended March 31, 2016, the Company granted to employees options to purchase an aggregate of 137,500 shares of the Companys common stock that expire ten years from the date of grant and have vesting periods ranging from zero to 36 months. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 76.26%, (ii) discount rate of 2.19 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to employees at their grant dates was approximately $233,000. During the year ended March 31, 2016, the Company also granted to five consultants options to purchase 140,000 shares of the Companys common stock that expire between three and ten years from date of grant and have vesting periods ranging from is 0 to 36 months. The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate between 76.26% to 107.51%, (ii) discount rate of 2.17%, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The total fair value of the option grants to the consultants at their grant dates was approximately $131,000. A summary of the Companys stock option activity during the fiscal years ended March 31, 2015 and 2016 is as follows: Shares Weighted Average Exercise Price Balance at March 31, 2014 515,000 $ 2.60 Granted 135,000 Exercised (5,000 ) Cancelled (12,500 ) Balance outstanding at March 31, 2015 632,500 $ 3.30 Granted 275,000 Exercised - Cancelled - Balance outstanding at March 31, 2016 907,500 $ 3.30 Balance exercisable at March 31,2016 679,376 $ 3.20 A summary of the Companys stock options outstanding as of March 31, 2016 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant-date Stock Price Options Outstanding, March 31, 2016 130,000 $ 1.00 $ 10.00 10,000 1.50 1.50 287,500 $ 2.00 - 2.70 $ 2.00 - 2.70 220,000 $ 3.10 - 3.80 $ 3.10 - 3.80 199,167 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 907,500 Options Exercisable, March 31, 2016 130,000 $ 1.00 $ 10.00 123,750 $ 2.00 - 2.70 $ 2.00 - 2.70 171,667 $ 3.10 - 3.80 $ 3.10 - 3.80 193,959 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 679,376 During the years ended March 31, 2016 and 2015, we expensed total stock-based compensation related to stock options of $286,248 and $233,310, respectively, and the remaining unamortized cost of the outstanding stock-based awards at March 31, 2016 was approximately $345,000. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years and will be adjusted for subsequent changes in estimated forfeitures. Future option grants will increase the amount of compensation expense that will be recorded. The outstanding stock options had no intrinsic value at March 31, 2016. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants | 6. WARRANTS At June 30, 2016, warrants to purchase common shares were outstanding as follows: Shares Weighted Average Exercise Price Balance at March 31, 2016 2,002,718 $ 3.50 Granted 7,950,000 0.17 Exercised - - Expired (250,000 ) $ 4.00 Balance outstanding and exercisable at June 30, 2016 9,702,718 $ 0.55 Warrants issued in equity financing In May 2016, the Company entered into a securities purchase agreement with the purchasers identified therein providing for the issuance and sale by the Company to the purchasers, in a private placement, of an aggregate of 2,650,000 and Warrants to purchase up to an aggregate of 7,950,000 shares of the Companys common stock. The Warrants have an exercise price of $0.17 per share and originally expired November 4, 2016. On August 16, 2016, the Company and the purchasers extended the warrant expiration date to February 4, 2017. The change in the fair value of the warrants due to this modification was estimated to be approximately $194,000 and will be expensed on the date modified. Warrants issued to employees On August 25, 2014, we entered into employment agreements with two new employees, pursuant to which, these employees became entitled to receive warrants to purchase an aggregate of 440,000 shares of the Companys common stock as discussed in Note 8. These warrants have an exercise price of $3.00, and a term of ten years from issue date. Vesting terms of these warrants are as follows: (i) warrants to purchase 80,000 shares of common stock vested immediately at their grant date with a fair value of $201,680, which was recorded as an expense during the year ended March 31, 2015, (ii) warrants to purchase 200,000 shares of common stock have vesting terms ranging from one year to three years with a fair value of $504,204 upon grant date, which is being amortized over their vesting terms, of which $35,014 were recorded as an expense during the three months ended June 30, 2016, and (iii) warrants to purchase 160,000 shares of common stock vest upon achievement of certain milestones under the distribution agreement (See Note 8). The remaining unamortized The aggregate intrinsic value of all of the outstanding and exercisable warrants at June 30, 2016 and March 31, 2016 was approximately $2,623,500 and $0, respectively. Cash received in advance of exercise of warrants During the three months ended June 30, 2016, the Company received $100,000 of proceeds from holders of warrants to acquire 588,236 shares of common stock. As of June 30, 2016, the Company has not yet received the notice of exercise from the holders, and therefore, had not issued the shares of stock and had reflected the $100,000 proceeds received as common stock issuable in the Companys condensed statement of stockholders deficit herein. | 7. WARRANTS A summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2015 and 2016 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2014 772,717 $ 4.10 Granted 807,648 3.70 Exercised (367,647 ) 4.00 Cancelled - - Balance outstanding at March 31, 2015 1,212,718 $ 3.90 Granted 1,290,000 3.40 Exercised - - Expired (500,000 ) 3.50 Balance outstanding at March 31, 2016 2,002,718 $ 3.50 Balance exercisable at March 31, 2016 2,002,718 $ 3.50 On September 9, 2014, we offered the holders of 367,647 warrants the right to exercise all of those warrants, for an aggregate of 367,647 shares of our common stock, based on the terms of an early exercise offer wherein such warrants became exercisable at a reduced exercise price of $4.00 per share and new warrants would be issued to such investors, so long as the exercise thereof occurred on or before September 10, 2014. All purchasers acted on the early exercise offer and we issued 367,647 shares of our common stock for net proceeds to us of $1,470,589. We determined that the modification of the exercise price of the warrants from $4.20 per share to $4.00 per share should be recorded as a cost to induce the exercise of the warrants. As such, we recognized the difference of $21,218 between the fair value of the warrants before and after the modification as a cost in the accompanying statements of operations for the year ended March 31, 2015. In conjunction with the early exercise offer, we issued to the warrant holders who acted on such offer new, replacement warrants to purchase an additional 367,647 shares of our common stock. The terms and conditions of the replacement warrants are the same as the terms of the originally issued warrants, except that: (a) the initial exercise date is September 10, 2014 rather than June 28, 2013; (b) the replacement warrants have an exercise term of five years rather than nine months; (c) the exercise price of the replacement warrants is $4.50 per share (subject to anti-dilution and other adjustments as described below and a floor exercise price of $2.00 per share); and (d) the replacement warrants and the shares of common stock underlying such warrants are not registered under the Securities Act and are restricted securities. The new warrants are exercisable immediately upon issuance. These replacement warrants also provide for the adjustment of the exercise price and/or number of shares issuable upon exercise thereof in connection with stock dividends and splits, subsequent rights offerings, pro rata distributions to the Companys common stockholders and subsequent equity sales by the Company at an effective price lower than the then-current exercise price of the replacement warrants. We determined that the fair value of these replacement warrants at their issue date of $940,549 was recorded as a cost to induce the exercise of the originally issued nine-month warrants in the accompanying statements of operations for the year ended March 31, 2015. In May 2015, the Company granted 500,000 Series A warrants, 500,000 Series B warrants and 250,000 Series C warrants in connection with an offering of the Companys common stock for cash. Each Series A Warrant has an exercise price of $4.50 per share, was immediately exercisable, and expires on the five year anniversary of the date of issuance. Each Series B Warrant has an exercise price of $3.50 per share, was immediately exercisable, and expired on the nine month anniversary of the date of issuance. Each Series C Warrant has an exercise price of $4.00 per share, was immediately exercisable, and will expire on the one year anniversary of the date of issuance. The Company also issued Placement Agent Warrants to purchase up to 40,000 shares of the Companys common stock to H.C. Wainwright. The Placement Agent Warrants have an exercise price of $3.75 per share, a term of 5 years, and are exercisable immediately. The exercise price of the Series A Warrants granted to the purchasers of the Offering includes an anti-dilution provision that allows for the automatic reset of the exercise price upon any future sale of the Companys common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants, provided that the exercise price shall not be reduced to less than $2.00 per share. Additionally, all of the Warrants granted to the purchasers of the Offering and to the placement agent are subject to provision for certain fundamental transactions. In consideration of applicable guidance, the Company has determined that none of the warrants are considered indexed to the Companys own stock, since the exercise prices of the warrants are subject to fluctuation based on the occurrence of future offerings or events and are not a fixed amount, and therefore characterizes the fair value of these warrants as derivative liabilities (See Note 3). In consideration of applicable guidance, the Company has determined that the warrants are not considered indexed to the Companys own stock, since the exercise prices of the warrants are subject to fluctuation based on the occurrence of future offerings or events and are not a fixed amount, and therefore characterized the fair value of these warrants of $401,127 as a derivative liability upon issuance (See Note 4). Warrants issued to employees On August 25, 2014, we entered into employment agreements with two new employees, pursuant to which, these employees became entitled to receive warrants to purchase an aggregate of 440,000 shares of the Companys common stock. These warrants have an exercise price of $3.00, and a term of ten years from issue date. Vesting terms of these warrants are as follows: (i) warrants to purchase 80,000 shares of common stock vested immediately at their grant date, (ii) warrants to purchase 200,000 shares of common stock have vesting terms ranging from one year to three years, and (iii) warrants to purchase 160,000 shares of common stock vest upon achievement of certain milestones under the distribution agreement (See Note 9). During the years ended March 31, 2016 and 2015, we expensed total stock-based compensation related to the vesting of these warrants of $182,072 and $432,772, respectively and the remaining unamortized cost of the outstanding warrants at March 31, 2016 was $91,036. The aggregate intrinsic value of all of the outstanding and exercisable warrants at March 31, 2016 was $0. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company has no tax provision for any period presented due to our history of operating losses. As of March 31, 2016, the Company had net operating loss carry forwards of approximately $8,900,000 that may be available to reduce future years taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The Company adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of March 31, 2016 no liability for unrecognized tax benefits was required to be recorded. |
Distribution and License Agreem
Distribution and License Agreements | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
DISTRIBUTION AND LICENSE AGREEMENTS [Abstract] | ||
Distribution and License Agreements | 8. DISTRIBUTION AND LICENSE AGREEMENTS Related to our legacy stevia business products and technologies, on August 25, 2014, we entered into a distribution agreement where Qualipride International (Qualipride) agreed to provide stevia products to the Company at its cost, plus up to 2% for handling costs and up to a 5% sales commission. The Company will account for such costs as such sales are made, or as such other direct costs are incurred. During the year ended March 31, 2016, neither any sales were made nor were other direct costs incurred pursuant to the terms of the distribution agreement. Concurrently, we also entered into a technology license agreement with Qualipride, Mr. Dong Yuejin and Mr. Guo Yuxiao in which we obtained an exclusive license outside China to use Qualiprides proprietary methods and designs for stevia extraction and purification facilities. The Company will account for the potential costs of such license and obligation once adequate financing has been received to finance facility construction contemplated within the agreement, if such financing occurs. During the three months ended June 30, 2016, the Company did not receive any financing pursuant to the terms of the license agreement. Under employment agreements related to the distribution and license agreements, Mr. Dong and Mr. Guo are entitled to receive an aggregate of 240,000 restricted shares of our common stock (see Note 5) and warrants to purchase up to an aggregate of 440,000 shares of our common stock (see Note 7). An aggregate of 40,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 80,000 shares of our common stock vested immediately upon issuance. An aggregate of 100,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 200,000 shares of our common stock have vesting terms ranging from one to three years. An aggregate of 100,000 shares of our restricted common stock will be issued and warrants to purchase up to an aggregate of 160,000 shares of our common stock will vest once we achieve certain financial and operational milestones. The Company will account for the costs of the 100,000 shares of common stock and warrants to purchase up to an aggregate of 160,000 shares of common stock, at the time their issuance becomes probable. The distribution, license and employment agreements are all scheduled to terminate in August 2016, and the Company does not intend to renew or restructure them unless it obtains significant new strategic partnering interest or supply contracts from multinational ingredient or beverage companies related to its stevia products or technologies. | 9. DISTRIBUTION AND LICENSE AGREEMENTS Related to our legacy stevia business products and technologies, on August 25, 2014, we entered into a distribution agreement where Qualipride International (Qualipride) agreed to provide stevia products to the Company at its cost, plus up to 2% for handling costs and up to a 5% sales commission. The Company will account for such costs as such sales are made, or as such other direct costs are incurred. During the year ended March 31, 2016, neither any sales were made nor were other direct costs incurred pursuant to the terms of the distribution agreement. Concurrently, we also entered into a technology license agreement with Qualipride, Mr. Dong Yuejin and Mr. Guo Yuxiao in which we obtained an exclusive license outside China to use Qualiprides proprietary methods and designs for stevia extraction and purification facilities. The Company will account for the potential costs of such license and obligation once adequate financing has been received to finance facility construction contemplated within the agreement, if such financing occurs. During the year ended March 31, 2016, the Company did not receive any financing pursuant to the terms of the license agreement. Under employment agreements related to the distribution and license agreements, Mr. Dong and Mr. Guo are entitled to receive an aggregate of 240,000 restricted shares of our common stock (see Note 5) and warrants to purchase up to an aggregate of 440,000 shares of our common stock (see Note 7). An aggregate of 40,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 80,000 shares of our common stock vested immediately upon issuance. An aggregate of 100,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 200,000 shares of our common stock have vesting terms ranging from one to three years. An aggregate of 100,000 shares of our restricted common stock will be issued and warrants to purchase up to an aggregate of 160,000 shares of our common stock will vest once we achieve certain financial and operational milestones. The Company will account for the costs of the 100,000 shares of common stock and warrants to purchase up to an aggregate of 160,000 shares of common stock, at the time their issuance becomes probable. During the year ended March 31, 2016, no such milestones were met and as of the year ended March 31, 2016, we owed no compensation pursuant to these employment agreements. The distribution, license and employment agreements are all scheduled to terminate in August 2016, and the Company does not intend to renew or restructure them unless it obtains significant new strategic partnering interest or supply contracts from multinational ingredient or beverage companies related to its stevia products or technologies. |
Related Party Transactions and
Related Party Transactions and Lease Obligations | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions and Lease Obligations | 7. RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS Related party lease obligations On April 23, 2012, the Company entered into a lease agreement (the Carlson Lease) with One World Ranches, LLC (One World Ranches), which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company has agreed to lease from One World Ranches certain office and laboratory space located at 5225 Carlson Road, Yuba City, California. The Carlson Lease began on May 1, 2012 and expires on May 1, 2017, and the Companys rent payments thereunder are $2,300 per month. The Company has paid $1,500 as a refundable security deposit under the Carlson Lease. Aggregate payments under the above lease for the three months ended June 30, 2016 and 2015 were $0 and $10,900, respectively. | 10. RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS Related party lease obligations On April 23, 2012, the Company entered into a lease agreement with One World Ranches LLC (One World Ranches), pursuant to which the Company has agreed to lease from One World Ranches certain office and laboratory space located at 5225 Carlson Road, Yuba City, California (the Carlson Lease). The Carlson Lease began on May 1, 2012 and expires on May 1, 2017, and the Companys rent payments thereunder are $2,300 per month. The Company has paid $1,500 as a refundable security deposit under the Carlson Lease. On August 18, 2012, the Company entered into a lease agreement (the Sacramento Lease) with Sacramento Valley Real Estate, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company leases an apartment located at 33-800 Clark Avenue, Yuba City, California. This Company used this apartment as an alternative to renting hotel rooms for management use since several of our managers are not resident in Yuba City. The month to month lease began on August 20, 2012 and was terminated in June 2015. The Companys rent payment was $1,000 per month. On August 22, 2012, the Company paid $1,000 as a refundable security deposit under the Sacramento lease. Aggregate payments under the above leases for the years ended March 31, 2016 and 2015 were $30,600 and $49,000, respectively. |
Commitments
Commitments | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 11. COMMITMENTS Related to our legacy stevia products and technologies, in addition to intellectual property developed internally, we previously licensed exclusive and worldwide rights to certain patents and patent applications related to microbial production of steviol and steviol glycosides from Vineland Research and Innovations Centre, Inc. entered into in August 2012, amended in October 2013 (the Vineland License), and terminated in May 2016. Pursuant to the Vineland License, we agreed to total cash fees due and payable within the first year of the agreement of $50,000, all of which have been paid and recorded as expenses.Under the Vineland License we will owe royalties of 0.5% of the sale price of products developed using the intellectual property, and in the third year and all subsequent years of the Vineland License the Company will owe a minimum annual royalty of $10,000. No additional payments will be owed under the Vineland License as it was terminated in May 2016. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 9. SUBSEQUENT EVENTS In July 2016, we issued options to purchase 1,525,703 shares of our common stock to six employees and one director with a fair value of $365,330 which will be amortized over 24 months as the options vest. The fair value of these options granted was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 126.34%, (ii) discount rate of 1.60 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. These options have an exercise price of $0.50 per share and expire ten years from the date of issuance. In July 2016, we issued options to purchase 185,118 shares of our common stock to two consultants with a fair value of $44,326 at grant date. These options have an exercise price of $0.50 per share and expire ten years from the date of issuance. The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 126.34%, (ii) discount rate of 1.60 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The fair value of the option grants to the consultants will be recalculated each quarter and will be amortized over 24 months as the options vest based on their fair value at the end of each quarterly reporting period. In September 2016, we issued options to purchase 50,000 shares of our common stock to one consultant with a fair value of $40,725 at grant date. These options have an exercise price of $0.96 per share and expire ten years from the date of issuance. The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 126.34%, (ii) discount rate of 1.60 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The fair value of the option grants to the consultants will be recalculated each quarter and will be amortized over 24 months as the options vest based on their fair value at the end of each quarterly reporting period. In July 2016, we issued 1,436,170 shares of restricted common stock to our Chief Executive Officer and the Chairman of our board of directors with a fair value of $718,085, which will be amortized over 20 months as the shares vest. In August and September 2016, we issued a total of 312,500 shares of restricted stock to three consultants with a fair value of approximately $220,000. On August 16, 2016 the Company and the purchasers extended the warrant expiration date of the warrants to purchase 7,950,000 shares of common stock issued on May 4, 2016, to February 4, 2017 from November 4, 2016. In September 2016, the purchasers exercised 2,070,590 of these warrants. We received proceeds of $352,000 for such warrants exercises. | 12. SUBSEQUENT EVENTS In May 2016, the Company entered into a securities purchase agreement with the purchasers identified therein providing for the issuance and sale by the Company to the purchasers, in a private placement, of an aggregate of 2,650,000 shares of the Companys common stock (collectively, the Shares) and Warrants to purchase up to an aggregate of 7,950,000 shares of the Companys common stock,(the Warrants, and the shares issuable upon exercise of the Warrants, collectively, the Warrant Shares), at a price of $0.10 per Share (the Offering). The Warrants have an exercise price of $0.17 per share and expire six months from the date of issuance. The Offering closed on May 4, 2016. The aggregate proceeds to the Company from the sale of the Shares and Warrants was approximately $265,000. In May 2016, we received shareholder and board approval for a name change to Vitality Biopharma, Inc., an exchange of one (1) share of the Companys common stock for each 10 shares of common stock outstanding or exercisable under any outstanding warrants or option agreements and an increase in the number of shares of authorized common stock from 525,000,000 to 1,000,000,000. These corporate changes became effective on July 20, 2016 and are reflected in these financial statements. In July 2016, we issued options to purchase 1,525,703 shares of our common stock to six employees and one director with a fair value of $365,330 which will be amortized over 24 months as the options vest. The fair value of these options granted was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 126.34%, (ii) discount rate of 1.60 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. These options have an exercise price of $0.50 per share and expire ten years from the date of issuance. In July 2016, we issued options to purchase 185,118 shares of our common stock to two consultants with a fair value of $44,326 at grant date. These options have an exercise price of $0.50 per share and expire ten years from the date of issuance. The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 126.34%, (ii) discount rate of 1.60 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The fair value of the option grants to the consultants will be recalculated each quarter and will be amortized over 24 months as the options vest based on their fair value at the end of each quarterly reporting period. In July 2016, we issued 1,436,170 shares of restricted common stock to our Chief Executive Officer and the Chairman of our board of directors with a fair value of $718,015, which will be amortized over 20 months as the shares vest. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, the fair value of equity instruments issued for services, and assumptions used in the valuation of our outstanding derivative liabilities. | Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and input assumptions used in the valuation of derivative liabilities. |
Revenues | Revenues Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for products and/or services that have been delivered in the normal course of business, title has passed, the selling price is both fixed and determinable, and collectability is reasonably assured, all of which generally occurs upon shipment of the Companys product or delivery of the product to the destination specified by the customer. The Company determines whether delivery has occurred based on when title transfers and the risks and rewards of ownership have transferred to the buyer, which usually occurs when the Company ships the products. The Company regularly reviews its customers financial positions to ensure that collectability is reasonably assured. Except for warranties, the Company has no post-sales obligations. | |
Accounts Receivable | Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customers inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Companys historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At June 30, 2016, and March 31, 2016, the allowance for doubtful accounts and returns and discounts was approximately $17,500. | Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customers inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Companys historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At March 31, 2016 and 2015, the allowance for doubtful accounts and returns and discounts was approximately $17,500 and $2,500, respectively. |
Financial Assets and Liabilities Measured at Fair Value | Financial Assets and Liabilities Measured at Fair Value The Company accounts for the fair value of financial instruments in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 820, Fair Value Measurements and Disclosures (ASC 820), formerly SFAS No. 157 Fair Value Measurements. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Companys assumptions. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts payable and accrued liabilities, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company uses Level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Companys derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At June 30, 2016 and March 31, 2016, the Companys balance sheet includes the fair value of derivative liabilities that were measured using level 2 measurements. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815. | Financial Assets and Liabilities Measured at Fair Value The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 Unobservable inputs based on the Companys assumptions. The fair value of the derivative liabilities of $401,127 and $1,406,596 at March 31, 2016 and 2015, respectively, were valued using Level 2 inputs. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton model to value the derivative instruments at inception and on subsequent valuation dates through the June 30, 2016 reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the March 31, 2016, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Companys statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (ASC), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using a Black-Scholes-Merton option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Companys statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company periodically issues unvested (restricted) shares of its common stock to employees as equity incentives. The Companys restricted stock vests upon the satisfaction of a recipients service condition, which is satisfied over a period of number of years. The restricted shares vest over certain period and remain subject to forfeiture if vesting conditions are not met. The Company values the shares based on the price per share of the Companys shares at the date of grant and recognizes the value as compensation expense ratably over the vesting period. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Companys computation of earnings (loss) per share (EPS) includes basic and diluted EPS. Basic EPS is calculated by dividing the Companys net income (loss) available to common stockholders by the weighted average number of common shares during the period. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. Diluted EPS reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. As of June 30, 2016 potentially dilutive securities include options to acquire 892,500 shares of common stock and warrants to acquire 9,702,713 shares of common stock. At June 30, 2015 potentially dilutive securities include options to acquire 830,000 shares of common stock and warrants to acquire 2,502,704 shares of common stock. The basic and fully diluted shares for the three months ended June 30, 2016 are the same because the inclusion of the potential shares would have had an anti-dilutive effect. Diluted net income per common share for the three months ended June 30, 2015 was calculated based on an increased number of shares that would be outstanding as follows: Three Months Ended June 30, 2016 2015 Numerator: Net income (loss) $ (439,405 ) $ 215,594 Denominator: Weighted average shares outstanding (basic) 10,069,358 7,568,760 Effect of dilutive stock options - 210,000 Weighted average shares outstanding (diluted) 10,069,358 7,778,760 Net income (loss) per share Basic $ (0.04 ) $ 0.03 Diluted $ (0.04 ) $ 0.03 | Basic and Diluted Loss Per Share The Company computes loss per share in accordance with ASC Topic 260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: March 31, 2016 2015 Options 909,167 632,500 Warrants 2,002,713 1,212,713 Total 2,911,880 1,845,213 |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Companys treatments and product candidates. Research and development costs are expensed as incurred over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern In November 2014, the FASB issued Accounting Standards Update No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in ASU 2014-6 do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. ASU 2014-6 applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Schedule of Earnings (Loss) Per Share | Diluted net income per common share for the three months ended June 30, 2015 was calculated based on an increased number of shares that would be outstanding as follows: Three Months Ended June 30, 2016 2015 Numerator: Net income (loss) $ (439,405 ) $ 215,594 Denominator: Weighted average shares outstanding (basic) 10,069,358 7,568,760 Effect of dilutive stock options - 210,000 Weighted average shares outstanding (diluted) 10,069,358 7,778,760 Net income (loss) per share Basic $ (0.04 ) $ 0.03 Diluted $ (0.04 ) $ 0.03 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: March 31, 2016 2015 Options 909,167 632,500 Warrants 2,002,713 1,212,713 Total 2,911,880 1,845,213 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Valuation Assumptions for Derivative Liabilities | As of March 31, 2016 and June 30, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: Warrants: June 30, 2016 March 31, 2016 Exercise Price $ 2.00 - 4.25 $ 3.00 - 4.50 Stock Price $ 0.50 $ 0.70 Risk-free interest rate 0.48 - 0.86 % 0.19 - 1.04 % Expected volatility 126.31 % 105.06 - 124.77 % Expected life (in years) 1.25 - 3.9 years 0.1 - 4.2 years Expected dividend yield 0 0 Fair Value: $ 335,802 $ 401,127 | At the applicable dates of issuance and as of March 31, 2015 and March 31, 2016, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions: Date of Modification September 24, 2014 March 31, 2015 Upon Issuance May 11, 2015 March 31, 2016 Exercise Price $ 4.00 4.50 $ 3.40 - 4.50 $ 3.50 - 4.50 $ 3.00 4.50 Stock Price $ 4.20 $ 3.80 $ 2.90 $ 0.70 Risk-free interest rate 1.78 - 2.0 % 0.41 - 1.25 % 0.17 - 1.59 % 0.19 1.04 % Expected volatility 84.45 % 76.26 % 76.26 - 107.5 % 105.06 - 124.77 % Expected life (in years) 0.01 5.0 years 2.50 - 4.5 years 0.75 5.0 years 0.1 4.2 years Expected dividend yield 0.00 0.00 0.00 0.00 Fair Value: $ 961,767 $ 1,406,596 $ 1,694,651 $ 401,127 |
Stockholders' Equity Deficien23
Stockholders' Equity Deficiency (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Nonvested Restricted Stock Unit Activity | The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, March 31, 2016 175,833 Granted - Vested (2,500 ) Forfeited - Non-vested shares, June 30, 2016 173,333 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Summary of Stock Option Activity | A summary of the Companys stock option activity for the three months ended June 30, 2016 is presented below: Shares Weighted Average Exercise Price Balance at March 31, 2016 907,500 $ 3.30 Granted - - Exercised - - Cancelled (15,000 ) 3.40 Balance outstanding at June 30, 2016 892,500 $ 2.86 Balance exercisable at June 30,2016 717,501 $ 2.99 | A summary of the Companys stock option activity during the fiscal years ended March 31, 2015 and 2016 is as follows: Shares Weighted Average Exercise Price Balance at March 31, 2014 515,000 $ 2.60 Granted 135,000 Exercised (5,000 ) Cancelled (12,500 ) Balance outstanding at March 31, 2015 632,500 $ 3.30 Granted 275,000 Exercised - Cancelled - Balance outstanding at March 31, 2016 907,500 $ 3.30 Balance exercisable at March 31,2016 679,376 $ 3.20 |
Options to Purchase Common Shares | At June 30, 2016, options to purchase common shares were outstanding as follows: Number of options Weighted Average Exercise Price Weighted Average Grant-date Stock Price Options Outstanding, June 30, 2016 130,000 $ 1.00 $ 10.00 10,000 $ 1.50 $ 0.40 287,500 $ 2.00 - 2.70 $ 2.00 - 2.70 205,000 $ 3.10 - 3.80 $ 3.10 - 3.80 200,000 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 892,500 Options Exercisable, June 30,2016 130,000 $ 1.00 $ 10.00 2,500 $ 1.50 $ 0.40 157,500 $ 2.00 - 2.70 $ 2.00 - 2.70 171,668 $ 3.10 - 3.80 $ 3.10 - 3.80 195,833 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 717,501 | A summary of the Companys stock options outstanding as of March 31, 2016 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant-date Stock Price Options Outstanding, March 31, 2016 130,000 $ 1.00 $ 10.00 10,000 1.50 1.50 287,500 $ 2.00 - 2.70 $ 2.00 - 2.70 220,000 $ 3.10 - 3.80 $ 3.10 - 3.80 199,167 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 907,500 Options Exercisable, March 31, 2016 130,000 $ 1.00 $ 10.00 123,750 $ 2.00 - 2.70 $ 2.00 - 2.70 171,667 $ 3.10 - 3.80 $ 3.10 - 3.80 193,959 $ 4.00 - 4.70 $ 4.00 - 4.70 60,000 $ 5.10 $ 5.10 679,376 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Summary of Warrant Activity | At June 30, 2016, warrants to purchase common shares were outstanding as follows: Shares Weighted Average Exercise Price Balance at March 31, 2016 2,002,718 $ 3.50 Granted 7,950,000 0.17 Exercised - - Expired (250,000 ) $ 4.00 Balance outstanding and exercisable at June 30, 2016 9,702,718 $ 0.55 | A summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2015 and 2016 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2014 772,717 $ 4.10 Granted 807,648 3.70 Exercised (367,647 ) 4.00 Cancelled - - Balance outstanding at March 31, 2015 1,212,718 $ 3.90 Granted 1,290,000 3.40 Exercised - - Expired (500,000 ) 3.50 Balance outstanding at March 31, 2016 2,002,718 $ 3.50 Balance exercisable at March 31, 2016 2,002,718 $ 3.50 |
Business and Basis of Operati26
Business and Basis of Operations (Details Narrative) | Oct. 11, 2011$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | May 31, 2016shares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($) | Oct. 09, 2011$ / sharesshares |
Stock split description | Reverse split of our outstanding common shares whereby each 10 shares of common stock will be exchanged for 1 share of common stock | In May 2016, we received shareholder and board approval for a name change to Vitality Biopharma, Inc., an exchange of one (1) share of the Company's common stock for each 10 shares of common stock outstanding or exercisable under any outstanding warrants or option agreements | ||||||
Common stock, shares authorized | 525,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 75,000,000 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 51,450,000 | 7,911,708 | 10,561,708 | 7,911,708 | 7,296,892 | 7,350,000 | ||
Common stock, shares outstanding | 51,450,000 | 7,911,708 | 10,561,708 | 7,911,708 | 7,296,892 | 7,350,000 | ||
Stockholders' equity (deficiency) | $ | $ (518,165) | $ (513,343) | $ (518,165) | $ (1,079,300) | $ (110,376) | |||
Proceeds from issuance of private placement | $ | $ 99,970 | $ 265,000 | ||||||
Minimum [Member] | ||||||||
Common stock, shares authorized | 525,000,000 | |||||||
Maximum [Member] | ||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||
May 2016 [Member] | ||||||||
Stock split, conversion ratio | 10 | |||||||
Common Stock [Member] | ||||||||
Stock split description | on October 10, 2011, we effected a seven for one forward stock split of authorized, issued and outstanding common stock. As a result, our authorized capital was increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001, and issued and outstanding shares increased from 7,350,000 to 51,450,000. | |||||||
Stock split, conversion ratio | 7 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | May 11, 2015 | Sep. 24, 2014 | |
Allowance for doubtful accounts receivable | $ 17,500 | $ 17,500 | $ 2,500 | |||
Derivative liability | $ 335,802 | $ 401,127 | $ 1,406,596 | $ 1,694,651 | $ 961,767 | |
Antidilutive securities excluded from computation of earnings per share | 2,911,880 | 1,845,213 | ||||
Stock Option [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share | 892,500 | 830,000 | ||||
Warrant [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share | 9,702,713 | 2,502,704 | 2,002,713 | 1,212,713 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Earnings (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ (439,405) | $ 215,594 | $ (141,325) | $ (4,048,373) |
Weighted average shares outstanding (basic) | 10,069,358 | 7,568,760 | ||
Effect of dilutive stock options | 210,000 | |||
Weighted average shares outstanding (diluted) | 10,069,358 | 7,778,760 | ||
Net income (loss) per share - Basic | $ (0.04) | $ 0.03 | ||
Net income (loss) per share - Diluted | $ (0.04) | $ 0.03 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Earnings per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,911,880 | 1,845,213 | ||
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 909,167 | 632,500 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 9,702,713 | 2,502,704 | 2,002,713 | 1,212,713 |
Acquisition From Related Party
Acquisition From Related Party (Details Narrative) - USD ($) | May 16, 2014 | Mar. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2015 |
Accounts payable and accrued liabilities | $ 244,937 | $ 232,953 | $ 134,007 | |
Percipio Biosciences Inc [Member] | ||||
Purchase of assets from related party | $ 50,000 | |||
Accounts payable and accrued liabilities | 11,950 | |||
Senior scientist annual salary | $ 95,000 | |||
Percipio Biosciences Inc [Member] | Chief Executive Officer [Member] | ||||
Ownership percentage in acquired party held by an officer of the reporting entity | 20.00% |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Sep. 10, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | May 11, 2015 | Sep. 24, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||
Warrants valuation method | Black-Scholes-Merton pricing model | ||||||
Cost to induce exercise of warrants | $ 21,218 | $ (961,767) | |||||
Fair value of warrants accounted for as derivatives | $ 940,549 | ||||||
Extinguishment of derivative liability | $ 80,278 | 99,311 | 269,368 | ||||
Change in fair value of derivative liability | (14,953) | $ 1,113,801 | 2,600,809 | 724,617 | |||
Derivative liability | $ 335,802 | $ 401,127 | $ 1,406,596 | $ 1,694,651 | $ 961,767 |
Derivative Liability - Valuatio
Derivative Liability - Valuation Assumptions for Derivative Liabilities (Details) - USD ($) | May 11, 2015 | Sep. 24, 2014 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stock Price | $ 2.90 | $ 4.20 | $ 0.50 | $ 0.70 | $ 3.80 |
Expected volatility | 84.45% | 126.31% | 76.26% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value of Derivative Liability | $ 1,694,651 | $ 961,767 | $ 335,802 | $ 401,127 | $ 1,406,596 |
Minimum [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Exercise Price | $ 3.50 | $ 4 | $ 2 | $ 3 | $ 3.40 |
Risk-free interest rate | 0.17% | 1.78% | 0.48% | 0.19% | 0.41% |
Expected volatility | 76.26% | 105.06% | |||
Expected life (in years) | 9 months | 4 days | 1 year 3 months | 1 month 6 days | 2 years 6 months |
Maximum [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Exercise Price | $ 4.50 | $ 4.50 | $ 4.25 | $ 4.50 | $ 4.50 |
Risk-free interest rate | 1.59% | 2.00% | 0.86% | 1.04% | 1.25% |
Expected volatility | 107.50% | 124.77% | |||
Expected life (in years) | 5 years | 5 years | 3 years 10 months 24 days | 4 years 2 months 12 days | 4 years 6 months |
Stockholders' Equity Deficien33
Stockholders' Equity Deficiency - Equity Financing (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2016 | May 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued as part of private placement | 999,700 | ||||||
Proceeds from sale of common stock and warrants, net | $ 165,030 | $ 1,291,574 | $ 1,291,574 | ||||
Exercise price of warrants | $ 0.55 | $ 3.50 | $ 3.90 | $ 4.10 | |||
Value of warrants issued, derivative liability | $ 1,694,651 | ||||||
Adjustments to additional paid in capital, warrants issued | $ 35,014 | $ 182,072 | $ 432,772 | ||||
Shares issued, value | $ 99,970 | $ 165,030 | $ (403,077) | ||||
Securities Purchase Agreement Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued as part of private placement | 2,650,000 | 500,000 | |||||
Number of shares called by exercise of warrants | 7,950,000 | 1,250,001 | |||||
Proceeds from sale of common stock and warrants, gross | $ 1,500,000 | ||||||
Shares issued, price per share | $ 0.10 | $ 3 | |||||
Payments of stock issuance costs | $ 208,426 | ||||||
Proceeds from sale of common stock and warrants, net | $ 265,000 | 1,291,574 | |||||
Exercise price of warrants | $ 0.17 | ||||||
Exercise term of warrants issued | 6 months | ||||||
Value of warrants issued, derivative liability | 1,694,651 | ||||||
Adjustments to additional paid in capital, warrants issued | $ 408,077 | ||||||
Securities Purchase Agreement Warrants Series One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares called by exercise of warrants | 500,000 | ||||||
Exercise price of warrants | $ 4.50 | ||||||
Exercise term of warrants issued | 5 years | ||||||
Minumum exercise price for automatic reset provision | $ 2 | ||||||
Securities Purchase Agreement Warrants Series Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares called by exercise of warrants | 500,000 | ||||||
Exercise price of warrants | $ 3.50 | ||||||
Exercise term of warrants issued | 9 months | ||||||
Securities Purchase Agreement Warrants Series Three [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares called by exercise of warrants | 250,000 | ||||||
Exercise price of warrants | $ 4 | ||||||
Exercise term of warrants issued | 1 year | ||||||
Placement Agent Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares called by exercise of warrants | 40,000 | ||||||
Exercise price of warrants | $ 3.75 | ||||||
Exercise term of warrants issued | 5 years | ||||||
Minumum exercise price for automatic reset provision | $ 2 |
Stockholders' Equity Deficien34
Stockholders' Equity Deficiency - Common Stock Issued to Employees for Services with Vesting Terms (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2014 | May 31, 2014 | Jul. 31, 2013 | Aug. 31, 2012 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 140,000 | |||||||
Fair value of shares issued to employees | $ 420,000 | $ 683,000 | $ 683,000 | |||||
Shares vested | 24,000 | $ 59,234 | 161,936 | $ 329,511 | ||||
Stock-based compensation expense not yet recognized | $ 43,000 | $ 86,000 | ||||||
Reclassication of unvested, issued common stock to paid-in capital | ||||||||
Vesting Immediately [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 40,000 | |||||||
Vesting12 To36 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 100,000 | |||||||
Minimum [Member] | Vesting12 To36 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of shares granted | 12 months | |||||||
Maximum [Member] | Vesting12 To36 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of shares granted | 36 months | |||||||
Twenty Twelve Stock Incentive Plan [Member] | Vesting 16 To 60 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 70,000 | |||||||
Fair value of shares issued to employees | $ 189,000 | |||||||
Twenty Twelve Stock Incentive Plan [Member] | Vesting 31 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 10,000 | |||||||
Fair value of shares issued to employees | $ 36,000 | |||||||
Vesting period of shares granted | 31 months | |||||||
Twenty Twelve Stock Incentive Plan [Member] | Vesting 24 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 10,000 | |||||||
Fair value of shares issued to employees | $ 38,000 | |||||||
Vesting period of shares granted | 24 months | |||||||
Twenty Twelve Stock Incentive Plan [Member] | Minimum [Member] | Vesting 16 To 60 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of shares granted | 16 months | |||||||
Twenty Twelve Stock Incentive Plan [Member] | Maximum [Member] | Vesting 16 To 60 Months [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period of shares granted | 60 months | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued to employees | 100,000 | |||||||
Unvested Common Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Reclassication of unvested, issued common stock to paid-in capital | $ 149,714 |
Stockholders' Equity Deficien35
Stockholders' Equity Deficiency - Common Stock Issued to Consultants for Services (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015 | May 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock issued for services, shares | 31,000 | 32,500 | 51,316 | ||||
Common stock issued for services, value | $ 61,000 | $ 115,000 | $ 100,000 | $ 276,000 | $ 338,900 | ||
Twenty Twelve Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock issued for services, shares | 4,000 | 7,895 | |||||
Common stock issued for services, value | $ 14,800 | $ 30,000 | |||||
Employment Contracts [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock issued for services, shares | 79,098 | ||||||
Common stock issued for services, value | $ 294,100 |
Equity - Schedule of Nonvested
Equity - Schedule of Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Jun. 30, 2016shares | |
Non-vested shares, Beginning Balance | 175,833 |
Granted | |
Vested | (2,500) |
Forfeited | |
Non-vested shares, Ending Balance | 173,333 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercised during period | 5,000 | ||||
Options exercised during period, exercise price | |||||
Proceeds from exercise of options | $ 5,000 | ||||
Stock-based compensation, options vested | $ 39,905 | $ 119,764 | 286,248 | $ 233,310 | |
Unamortized cost of outstanding stock-based awards | $ 263,460 | $ 345,000 | |||
Weighted average remaining vesting period | 2 years | 2 years | |||
Options outstanding, intrinsic value | $ 0 | 130,000 | $ 0 | ||
Intrinsic value of stock options outstanding and exercisable | $ 0 | $ 130,000 | |||
Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted during period | 137,500 | 112,500 | |||
Expiration period of options granted | 10 years | 10 years | |||
Expected volatility rate of options granted | 76.26% | 81.84% | |||
Expected discount rate of options granted | 2.19% | 1.62% | |||
Expected dividend yield of options granted | 0.00% | 0.00% | |||
Expected life of options granted | 5 years | 5 years | |||
Grant-date fair value of options granted | $ 233,000 | $ 300,000 | |||
Consultants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted during period | 140,000 | 22,500 | |||
Expected volatility rate of options granted | 76.26% | ||||
Expected discount rate of options granted | 2.17% | 2.17% | |||
Expected dividend yield of options granted | 0.00% | 0.00% | |||
Expected life of options granted | 5 years | 5 years | |||
Grant-date fair value of options granted | $ 131,000 | $ 88,000 | |||
Expected volatility rate of options granted, minimum | 76.26% | ||||
Expected volatility rate of options granted, maximum | 107.51% | ||||
Options exercised during period | 5,000 | ||||
Options exercised during period, exercise price | $ 1 | ||||
Proceeds from exercise of options | $ 5,000 | ||||
Minimum [Member] | Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options or warrants granted | 0 months | 0 months | |||
Minimum [Member] | Consultants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period of options granted | 3 years | 5 years | |||
Vesting period of options or warrants granted | 0 months | 0 months | |||
Maximum [Member] | Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of options or warrants granted | 36 months | 36 months | |||
Maximum [Member] | Consultants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period of options granted | 10 years | 10 years | |||
Vesting period of options or warrants granted | 36 months | 36 months |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Shares, beginning balance outstanding | 907,500 | 632,500 | 515,000 |
Shares, Granted | 275,000 | 135,000 | |
Shares, Exercised | (5,000) | ||
Shares, Cancelled | (15,000) | (12,500) | |
Shares, ending balance outstanding | 892,500 | 907,500 | 632,500 |
Shares, Balance exercisable | 717,501 | 679,376 | |
Weighted Average Exercise Price, beginning balance outstanding | $ 3.30 | $ 3.30 | $ 2.60 |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Cancelled | 3.40 | ||
Weighted Average Exercise Price, ending balance outstanding | 2.86 | 3.30 | $ 3.30 |
Weighted Average Exercise Price, Balance exercisable | $ 2.99 | $ 3.20 |
Stock Options - Options to Purc
Stock Options - Options to Purchase Common Shares (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 892,500 | 907,500 | 632,500 | 515,000 |
Weighted average exercise price, options outstanding | $ 2.86 | $ 3.30 | $ 3.30 | $ 2.60 |
Number of options exercisable | 717,501 | 679,376 | ||
Weighted average exercise price, options exercisable | $ 2.99 | $ 3.20 | ||
Stock Options One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 130,000 | 130,000 | ||
Weighted average exercise price, options outstanding | $ 1 | $ 1 | ||
Weighted average grant-date stock price, options outstanding | $ 10 | $ 10 | ||
Number of options exercisable | 130,000 | 130,000 | ||
Weighted average exercise price, options exercisable | $ 1 | $ 1 | ||
Weighted average grant-date stock price, options exercisable | $ 10 | $ 10 | ||
Stock Options Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 10,000 | 10,000 | ||
Weighted average exercise price, options outstanding | $ 1.50 | $ 1.50 | ||
Weighted average grant-date stock price, options outstanding | $ 0.40 | $ 1.50 | ||
Number of options exercisable | 2,500 | 123,750 | ||
Weighted average exercise price, options exercisable | $ 1.50 | |||
Weighted average grant-date stock price, options exercisable | $ 0.40 | |||
Stock Options Two [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options exercisable | $ 2 | |||
Weighted average grant-date stock price, options exercisable | 2 | |||
Stock Options Two [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options exercisable | 2.70 | |||
Weighted average grant-date stock price, options exercisable | $ 2.70 | |||
Stock Options Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 287,500 | 287,500 | ||
Number of options exercisable | 157,500 | 171,667 | ||
Stock Options Three [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | $ 2 | $ 2 | ||
Weighted average grant-date stock price, options outstanding | 2 | 2 | ||
Weighted average exercise price, options exercisable | 2 | 3.10 | ||
Weighted average grant-date stock price, options exercisable | 2 | 3.10 | ||
Stock Options Three [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | 2.70 | 2.70 | ||
Weighted average grant-date stock price, options outstanding | 2.70 | 2.70 | ||
Weighted average exercise price, options exercisable | 2.70 | 3.80 | ||
Weighted average grant-date stock price, options exercisable | $ 2.70 | $ 3.80 | ||
Stock Options Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 205,000 | 220,000 | ||
Number of options exercisable | 171,668 | 193,959 | ||
Stock Options Four [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | $ 3.10 | $ 3.10 | ||
Weighted average grant-date stock price, options outstanding | 3.10 | 3.10 | ||
Weighted average exercise price, options exercisable | 3.10 | 4 | ||
Weighted average grant-date stock price, options exercisable | 3.10 | 4 | ||
Stock Options Four [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | 3.80 | 3.80 | ||
Weighted average grant-date stock price, options outstanding | 3.80 | 3.80 | ||
Weighted average exercise price, options exercisable | 3.80 | 4.70 | ||
Weighted average grant-date stock price, options exercisable | $ 3.80 | $ 4.70 | ||
Stock Options Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 200,000 | 199,167 | ||
Number of options exercisable | 195,833 | 60,000 | ||
Weighted average exercise price, options exercisable | $ 5.10 | |||
Weighted average grant-date stock price, options exercisable | 5.10 | |||
Stock Options Five [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | $ 4 | 4 | ||
Weighted average grant-date stock price, options outstanding | 4 | 4 | ||
Weighted average exercise price, options exercisable | 4 | |||
Weighted average grant-date stock price, options exercisable | 4 | |||
Stock Options Five [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | 4.70 | 4.70 | ||
Weighted average grant-date stock price, options outstanding | 4.70 | $ 4.70 | ||
Weighted average exercise price, options exercisable | 4.70 | |||
Weighted average grant-date stock price, options exercisable | $ 4.70 | |||
Stock Options Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 60,000 | 60,000 | ||
Weighted average exercise price, options outstanding | $ 5.10 | $ 5.10 | ||
Weighted average grant-date stock price, options outstanding | $ 5.10 | $ 5.10 | ||
Number of options exercisable | 60,000 | |||
Weighted average exercise price, options exercisable | $ 5.10 | |||
Weighted average grant-date stock price, options exercisable | $ 5.10 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Aug. 16, 2016 | Sep. 10, 2014 | Sep. 09, 2014 | Aug. 25, 2014 | May 31, 2016 | May 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | May 11, 2015 | Sep. 24, 2014 | Sep. 08, 2014 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants outstanding | 9,702,718 | 2,002,718 | 1,212,718 | 772,717 | ||||||||||
Exercise price of warrants | $ 0.55 | $ 3.50 | $ 3.90 | $ 4.10 | ||||||||||
Cost to induce exercise of warrants | $ 21,218 | $ (961,767) | ||||||||||||
Derivative liability | $ 335,802 | 401,127 | $ 1,406,596 | $ 1,694,651 | $ 961,767 | |||||||||
Stock-based compensation expense | 24,000 | $ 59,234 | ||||||||||||
Aggregate intrinsic value of all outstanding and exercisable warrants | $ 2,623,500 | $ 0 | ||||||||||||
Shares issued as part of private placement | 999,700 | |||||||||||||
Warrants issued | 7,950,000 | 1,290,000 | 807,648 | |||||||||||
Change in fair value of warrant | $ 194,000 | |||||||||||||
Common stock issued upon exercise of warrants, value | $ 100,000 | $ 1,470,588 | ||||||||||||
Common stock issued upon exercise of warrants, shares | 588,236 | |||||||||||||
Common stock issuable | $ 100,000 | $ 99,970 | ||||||||||||
Employment Contracts [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 440,000 | |||||||||||||
Exercise price of warrants | $ 3 | |||||||||||||
Warrant expiration period | 10 years | |||||||||||||
Stock-based compensation expense | 182,072 | 432,772 | ||||||||||||
Unamortized cost of outstanding warrants | 21,000 | $ 91,036 | ||||||||||||
Employment Contracts [Member] | Share Based Compensation Award Tranche One [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 80,000 | |||||||||||||
Stock-based compensation expense | 201,680 | |||||||||||||
Employment Contracts [Member] | Share Based Compensation Award Tranche Two [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 200,000 | |||||||||||||
Stock-based compensation expense | $ 35,014 | |||||||||||||
Fair value of warrants vesting | $ 504,204 | |||||||||||||
Employment Contracts [Member] | Share Based Compensation Award Tranche Two [Member] | Minimum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant expiration period | 1 year | |||||||||||||
Employment Contracts [Member] | Share Based Compensation Award Tranche Two [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant expiration period | 3 years | |||||||||||||
Employment Contracts [Member] | Share Based Compensation Award Tranche Three [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 160,000 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 500,000 | |||||||||||||
Exercise price of warrants | $ 4.50 | |||||||||||||
Warrant expiration period | 5 years | |||||||||||||
Series B Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 500,000 | |||||||||||||
Exercise price of warrants | $ 3.50 | |||||||||||||
Warrant expiration period | 9 months | |||||||||||||
Series C Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 250,000 | |||||||||||||
Exercise price of warrants | $ 4 | |||||||||||||
Warrant expiration period | 1 year | |||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 40,000 | |||||||||||||
Exercise price of warrants | $ 3.75 | |||||||||||||
Warrant expiration period | 5 years | |||||||||||||
Minumum exercise price for automatic reset provision | $ 2 | |||||||||||||
Warrant [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Derivative liability | $ 401,127 | |||||||||||||
Securities Purchase Agreement Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 7,950,000 | 1,250,001 | ||||||||||||
Exercise price of warrants | $ 0.17 | |||||||||||||
Shares issued as part of private placement | 2,650,000 | 500,000 | ||||||||||||
Warrant expiration date | Feb. 4, 2017 | Nov. 4, 2016 | ||||||||||||
Early Exercise Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 367,647 | |||||||||||||
Warrants outstanding | 367,647 | |||||||||||||
Exercise price of warrants | $ 4 | $ 4.20 | ||||||||||||
Proceeds from warrant | $ 1,470,589 | |||||||||||||
Cost to induce exercise of warrants | $ 21,218 | |||||||||||||
Replacement Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares called by exercise of warrants | 367,647 | |||||||||||||
Exercise price of warrants | $ 4.50 | |||||||||||||
Cost to induce exercise of warrants | $ 940,549 | |||||||||||||
Warrant expiration period | 5 years | |||||||||||||
Minumum exercise price for automatic reset provision | $ 2 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants to Purchase Common Stock Issued (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |||
Shares, Beginning balance | 2,002,718 | 1,212,718 | 772,717 |
Shares, Granted | 7,950,000 | 1,290,000 | 807,648 |
Shares, Exercised | (367,647) | ||
Shares, Cancelled | (250,000) | (500,000) | |
Shares, Balance | 9,702,718 | 2,002,718 | 1,212,718 |
Shares, exercisable | 2,002,718 | ||
Weighted Average Exercise Price, Beginning balance | $ 3.50 | $ 3.90 | $ 4.10 |
Weighted Average Exercise Price, Granted | 0.17 | 3.40 | 3.70 |
Weighted Average Exercise Price, Exercised | 4 | ||
Weighted Average Exercise Price, Cancelled | 4 | 3.50 | |
Weighted Average Exercise Price, Balance | $ 0.55 | 3.50 | $ 3.90 |
Weighted Average Exercise Price, Exercisable Balance | $ 3.50 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 8,900,000 |
Future income tax description | through 2,030 |
Liability for unrecognized tax benefits | $ 0 |
Distribution and License Agre43
Distribution and License Agreements (Details Narrative) - shares | Aug. 25, 2014 | Aug. 31, 2014 | Mar. 31, 2016 |
Maximum [Member] | Qualipride International [Member] | |||
Handling charge, percent of product cost | 2.00% | ||
Sales commission charge as percent of product cost | 5.00% | ||
Employment Contracts [Member] | |||
Number of shares called by exercise of warrants | 440,000 | ||
Employment Contracts [Member] | Share Based Compensation Award Tranche One [Member] | |||
Number of shares called by exercise of warrants | 80,000 | ||
Employment Contracts [Member] | Share Based Compensation Award Tranche Two [Member] | |||
Number of shares called by exercise of warrants | 200,000 | ||
Employment Contracts [Member] | Share Based Compensation Award Tranche Three [Member] | |||
Number of shares called by exercise of warrants | 160,000 | ||
Number of warrants or shares vested | 100,000 | ||
Employment Contracts [Member] | Qualipride International [Member] | |||
Stock-based compensation, shares issued during period | 240,000 | ||
Number of shares called by exercise of warrants | 440,000 | ||
Employment Contracts [Member] | Qualipride International [Member] | Share Based Compensation Award Tranche One [Member] | |||
Number of shares called by exercise of warrants | 80,000 | ||
Number of warrants or shares vested | 40,000 | ||
Employment Contracts [Member] | Qualipride International [Member] | Share Based Compensation Award Tranche Two [Member] | |||
Number of shares called by exercise of warrants | 200,000 | ||
Number of warrants or shares vested | 100,000 | ||
Employment Contracts [Member] | Qualipride International [Member] | Share Based Compensation Award Tranche Three [Member] | |||
Number of shares called by exercise of warrants | 160,000 | ||
Number of warrants or shares vested | 100,000 | ||
Employment Contracts [Member] | Maximum [Member] | Qualipride International [Member] | Share Based Compensation Award Tranche Two [Member] | |||
Vesting period of options or warrants granted | 3 years | ||
Employment Contracts [Member] | Minimum [Member] | Qualipride International [Member] | Share Based Compensation Award Tranche Two [Member] | |||
Vesting period of options or warrants granted | 1 year |
Related Party Transactions an44
Related Party Transactions and Lease Obligations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Aug. 22, 2012 | Apr. 23, 2012 | |
Operating Leased Assets [Line Items] | ||||||
Operating leases, net rent expense | $ 0 | $ 10,900 | $ 30,600 | $ 49,000 | ||
Carlson Lease [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Payments for rent per month | $ 2,300 | 2,300 | ||||
Security deposit | $ 1,500 | |||||
Sacramento Lease [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Payments for rent per month | $ 1,000 | |||||
Security deposit | $ 1,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - Licensing Agreements [Member] | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Maximum proceeds from patent prosecution cost | $ 50,000 |
Royalties owed as percent of sale price of products developed using licensed intellectual property | 0.50% |
Minimum annual royalty pursuant to license agreement, year three and beyond | $ 10,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 16, 2016 | Sep. 30, 2016 | Jul. 31, 2016 | May 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Oct. 11, 2011 | Oct. 09, 2011 |
Subsequent Event [Line Items] | |||||||||||
Issuance of stock and warrants, shares | 999,700 | ||||||||||
Exercise price of warrants | $ 0.55 | $ 3.50 | $ 3.90 | $ 4.10 | |||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 525,000,000 | 75,000,000 | ||||||
Issuance of stock and warrants, value | $ 99,970 | $ 165,030 | $ (403,077) | ||||||||
Employees [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted during period (shares) | 137,500 | 112,500 | |||||||||
Grant-date fair value of options granted | $ 233,000 | $ 300,000 | |||||||||
Expected volatility rate of options granted | 76.26% | 81.84% | |||||||||
Expected discount rate of options granted | 2.19% | 1.62% | |||||||||
Expected dividend yield of options granted | 0.00% | 0.00% | |||||||||
Expected life of options granted | 5 years | 5 years | |||||||||
Expiration period of options granted | 10 years | 10 years | |||||||||
Consultants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted during period (shares) | 140,000 | 22,500 | |||||||||
Grant-date fair value of options granted | $ 131,000 | $ 88,000 | |||||||||
Expected volatility rate of options granted | 76.26% | ||||||||||
Expected discount rate of options granted | 2.17% | 2.17% | |||||||||
Expected dividend yield of options granted | 0.00% | 0.00% | |||||||||
Expected life of options granted | 5 years | 5 years | |||||||||
Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, shares authorized | 525,000,000 | ||||||||||
Minimum [Member] | Employees [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period of options or warrants granted | 0 months | 0 months | |||||||||
Minimum [Member] | Consultants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period of options or warrants granted | 0 months | 0 months | |||||||||
Expiration period of options granted | 3 years | 5 years | |||||||||
Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||
Maximum [Member] | Employees [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period of options or warrants granted | 36 months | 36 months | |||||||||
Maximum [Member] | Consultants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period of options or warrants granted | 36 months | 36 months | |||||||||
Expiration period of options granted | 10 years | 10 years | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of stock and warrants, shares | 2,650,000 | ||||||||||
Number of shares called by exercise of warrants | 2,070,590 | 7,950,000 | 2,070,590 | ||||||||
Shares issued, price per share | $ 0.10 | ||||||||||
Exercise price of warrants | $ 0.17 | ||||||||||
Exercise term of warrants issued | 6 months | ||||||||||
Proceeds from Issuance of Warrants | $ 7,950,000 | $ 352,000 | $ 265,000 | ||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted during period (shares) | 1,525,703 | ||||||||||
Grant-date fair value of options granted | $ 365,330 | ||||||||||
Vesting period of options or warrants granted | 24 months | ||||||||||
Expected volatility rate of options granted | 126.34% | ||||||||||
Expected discount rate of options granted | 1.60% | ||||||||||
Expected dividend yield of options granted | 0.00% | ||||||||||
Expected life of options granted | 5 years | ||||||||||
Options granted, exercise price | $ 0.50 | ||||||||||
Expiration period of options granted | 10 years | ||||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted during period (shares) | 185,118 | 312,500 | |||||||||
Grant-date fair value of options granted | $ 44,326 | $ 220,000 | |||||||||
Vesting period of options or warrants granted | 24 months | ||||||||||
Expected volatility rate of options granted | 126.34% | ||||||||||
Expected discount rate of options granted | 1.60% | ||||||||||
Expected dividend yield of options granted | 0.00% | ||||||||||
Expected life of options granted | 5 years | ||||||||||
Options granted, exercise price | $ 0.50 | ||||||||||
Expiration period of options granted | 10 years | ||||||||||
Subsequent Event [Member] | Consultant One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Options granted during period (shares) | 50,000 | ||||||||||
Grant-date fair value of options granted | $ 40,725 | ||||||||||
Vesting period of options or warrants granted | 24 months | ||||||||||
Expected volatility rate of options granted | 126.34% | ||||||||||
Expected discount rate of options granted | 1.60% | ||||||||||
Expected dividend yield of options granted | 0.00% | ||||||||||
Expected life of options granted | 5 years | ||||||||||
Options granted, exercise price | $ 0.96 | ||||||||||
Expiration period of options granted | 10 years | ||||||||||
Subsequent Event [Member] | Chief Executive Officer and Chairman of Board of Directors [Member] | Restricted Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of stock and warrants, shares | 1,436,170 | ||||||||||
Vesting period of options or warrants granted | 20 months | ||||||||||
Issuance of stock and warrants, value | $ 718,015 | ||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, shares authorized | 525,000,000 | ||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, shares authorized | 1,000,000,000 |