Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Vitality Biopharma, Inc. | |
Entity Central Index Key | 1,438,943 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 23,066,815 | |
Trading Symbol | VBIO | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Current Assets | ||
Cash | $ 815,487 | $ 1,152,766 |
Accounts receivable, net | 20,236 | 19,198 |
Prepaid expenses | 3,058 | 3,058 |
Total Assets | 838,781 | 1,175,022 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 280,095 | 373,696 |
Accrued compensation - officers and directors | 151,667 | 151,667 |
Accounts payable - related party | 2,600 | 34,500 |
Derivative liability | 147,150 | 240,791 |
Total liabilities | 581,512 | 800,654 |
Stockholders' Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 23,034,347 and 22,215,180 shares issued and outstanding, respectively | 23,034 | 22,214 |
Additional paid-in-capital | 19,975,047 | 18,088,093 |
Accumulated deficit | (19,740,812) | (17,735,939) |
Total stockholders' equity | 257,269 | 374,368 |
Total liabilities and stockholders' equity | $ 838,781 | $ 1,175,022 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 23,034,347 | 22,215,180 |
Common stock, shares outstanding | 23,034,347 | 22,215,180 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 30,976 | $ 45,888 | $ 58,019 | $ 92,265 |
Cost of goods sold | 17,480 | 20,893 | 37,966 | 46,012 |
Gross profit | 13,496 | 24,995 | 20,053 | 46,253 |
Operating expenses: | ||||
General and administrative | 601,882 | 706,609 | 1,275,671 | 1,034,483 |
Rent and other related party costs | 7,800 | 6,900 | 15,300 | 13,800 |
Research and development | 420,587 | 129,902 | 827,596 | 240,217 |
Total operating expenses | 1,030,269 | 843,411 | 2,118,567 | 1,288,500 |
Loss from operations | (1,016,773) | (818,416) | (2,098,514) | (1,242,247) |
Other income (expense) | ||||
Change in fair value of derivative liability | 118,253 | (328,008) | 93,641 | (342,961) |
Interest expense | (95) | (716) | ||
Total other income (expense) | 118,253 | (328,103) | 93,641 | (343,677) |
Net loss | $ (898,520) | $ (1,146,519) | $ (2,004,873) | $ (1,585,924) |
Net loss per common share | ||||
Basic and Diluted | $ (0.04) | $ (0.09) | $ (0.09) | $ (0.15) |
Weighted average number of common shares outstanding | ||||
Basic and Diluted | 22,760,660 | 12,247,463 | 22,509,356 | 10,916,841 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Sep. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2017 | $ 22,214 | $ 18,088,093 | $ (17,735,939) | $ 374,368 |
Balance, shares at Mar. 31, 2017 | 22,215,180 | |||
Issuance of common stock and warrants | $ 667 | 994,334 | 995,001 | |
Issuance of common stock and warrants,shares | 666,667 | |||
Fair value of vested restricted common stock | 205,167 | 205,167 | ||
Fair value of vested stock options | 423,930 | 423,930 | ||
Fair value of common stock issued for services | $ 153 | 263,523 | 263,676 | |
Fair value of common stock issued for services, shares | 152,500 | |||
Net Loss | (2,004,873) | (2,004,873) | ||
Balance at Sep. 30, 2017 | $ 23,034 | $ 19,975,047 | $ (19,740,812) | $ 257,269 |
Balance, shares at Sep. 30, 2017 | 23,034,347 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities | ||
Net loss | $ (2,004,873) | $ (1,585,924) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Fair value of vested stock options | 423,930 | 200,315 |
Fair value of vested restricted common stock | 205,167 | 129,749 |
Change in fair value of derivative liability | (93,641) | 342,961 |
Fair value of common stock issued for services | 263,676 | 221,250 |
Fair value of vested warrants granted to employees | 35,014 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,038) | 2,460 |
Deposit | (558) | |
Inventory | ||
Accounts payable and accrued liabilities | (93,601) | 62,133 |
Accounts payable - related party | (31,900) | 13,800 |
Net cash used in operating activities | (1,332,280) | (578,800) |
Financing activities | ||
Proceeds from sale of common stock, net | 995,001 | 165,030 |
Proceeds from exercise of warrants | 352,001 | |
Net cash provided by financing activities | 995,001 | 517,031 |
Net decrease in cash | (337,279) | (61,769) |
Cash - beginning of period | 1,152,766 | 95,433 |
Cash - end of period | 815,487 | 33,664 |
Cash paid during the period for: | ||
Interest | 716 | |
Income taxes | ||
Non-cash activities: | ||
Extinguishment of derivative liability | $ 80,278 |
Business Operations and Summary
Business Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Business Operations and Summary of Significant Accounting Policies | 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Vitality Biopharma, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. The Company’s fiscal year end is March 31. In 2015, the Company developed a new class of cannabinoids known as cannabosides, which were discovered through application of the Company’s proprietary enzymatic bioprocessing technologies originally developed for stevia sweeteners. In 2016, the Company received approvals from the U.S. Drug Enforcement Administration (the “DEA”) and the State of California to initiate studies and manufacturing scale-up at its research and development facilities in order to develop cannabosides. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended September 30, 2017, the Company incurred a net loss of $2,004,873 and used cash in operating activities of $1,332,280. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s March 31, 2017 financial statements, has raised substantial doubt about the Company’s 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 that as of September 30, 2017 we have sufficient funds to operate the business for the next six months. In July 2017, the Company issued an aggregate of 666,667 shares of our common stock and warrants to purchase 333,334 of our common stock to certain investors for net proceeds of approximately $995,000. We will require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, licensing or acquiring 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. 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 and six months ended September 30, 2017 and 2016 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 Company’s 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, 2017 was derived from the Company’s audited financial statements as of and for the year ended March 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2017. These financial statements should be read in conjunction with that report. Use of Estimates 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. Significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets, and the accrual of potential liabilities. 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 Company’s assumptions. The fair value of the derivative liabilities of $147,150 and $240,791 at September 30, 2017 and March 31, 2017, 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 management’s 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 September 30, 2017, 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. 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 Company’s 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 Company’s restricted stock vests upon the satisfaction of a recipient’s service condition, which is satisfied over a period 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 Company’s 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 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: Six months ended September 30, 2017 September 30, 2016 Options 2,871,710 2,452,488 Warrants 705,755 9,702,713 Total 3,577,465 12,155,201 Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. 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. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, and ASU 2017-05, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the quarter beginning April 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. 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 Company’s present or future financial statements. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 2. DERIVATIVE LIABILITY In May 2015, the Company issued certain warrants which included an anti-dilution provision that allows for the automatic reset of the exercise price of the warrants upon future sale of the Company’s 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. In addition, the Company determined that the warrants can be settled for cash at the holders’ option in a future fundamental transaction, as defined. As a result of the anti-dilution and fundamental transaction provisions, the Company determined that the conversion feature of the warrants should be separated from the host contract, be recognized as a derivative liability, and re-measured at each reporting period with the change in value reported in the statement of operations. At March 31, 2017, the balance of the derivative liabilities was $240,791. During the six months ended September 30, 2017, the Company recorded a decrease in derivative liability of $93,641. At September 30, 2017, the balance of the derivative liabilities was $147,150. At September 30, 2017 and March 31, 2017, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: September 30, 2017 March 31, 2017 Conversion feature: Risk-free interest rate 1.20-1.55 % 0.19 % Expected volatility 125 % 125 % Expected life (in years) .5 to 3 years 1 to 3 years Expected dividend yield — — Fair Value: Conversion feature $ 147,150 $ 240,791 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 3. STOCKHOLDERS’ EQUITY Equity Financing On July 26, 2017, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 666,667 shares of the Company’s common stock and warrants to purchase up to 333,334 shares of the Company’s common stock, at a price of $1.50 per share. After deducting for fees and expenses, the net proceeds to the Company from the sale of the shares and warrants were approximately $995,000. Common stock issued to employees with vesting terms The Company has issued shares of common stock to employees and directors that vest over time. The fair value of these stock awards are based on the market price of the Company’s common stock on the dates granted, and are amortized over vesting terms ranging up to three years. At March 31, 2017, the accumulated vested balance of stock awards was $310,710. During the six months ended September 30, 2017, we recorded expense related to the fair value of stock awards that vested of $205,167. At September 30, 2017, the amount of unvested compensation related to these awards is approximately $200,000, and will be recorded as expense over 1 year. 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 recipient’s 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, April 1, 2017 1,436,170 Granted — Vested (718,085 ) Forfeited — Non-vested shares, September 30, 2017 718,085 Common stock issued for services During the six months ended September 30, 2017, the Company issued a total of 152,500 shares of common stock to two consultants as payment for services and recorded expense of $263,676 based on the fair value of the Company’s common stock at the issuance dates. |
Stock Options
Stock Options | 6 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | 4. STOCK OPTIONS A summary of the Company’s stock option activity during the three months ended September 30, 2017 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2017 2,820,489 $ 1.27 Granted 100,000 1.59 Exercised — Expired (48,779 ) 0.55 Cancelled — Balance outstanding at September 30, 2017 2,871,710 $ 1.19 Balance exercisable at September 30, 2017 1,582,833 $ 1.26 A summary of the Company’s stock options outstanding and exercisable as of September 30, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, September 30, 2017 1,664,542 $ 0.50 $ 0.50 153,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 100,000 $ 1.59 $ 1.59 647,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 2,871,710 Options Exercisable, September 30, 2017 855,415 $ 0.50 $ 0.50 75,750 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 345,000 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 1,582,833 During the six months ended September 30, 2017, we expensed total stock-based compensation related to stock options of $423,930, and the remaining unamortized cost of the outstanding stock-based awards at September 30, 2017 was approximately $1,079,000. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years. At September 30, 2017, the 2,871,710 outstanding stock options had an intrinsic value of approximately $1,657,000. |
Warrants
Warrants | 6 Months Ended |
Sep. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 5. WARRANTS At September 30, 2017, warrants to purchase common shares were outstanding as follows: Shares Weighted Average Exercise Price Balance at March 31, 2017 372,421 $ 2.79 Granted 333,334 2.00 Exercised — — Expired $ — Balance outstanding and exercisable at September 30, 2017 705,755 $ 2.41 In conjunction with the July 2017 Offering (see Note 3), the Company granted to investors warrants to purchase up to 333,334 shares of the Company’s common stock. The warrants were exercisable immediately, have an exercise price of $2.00 per share, and expire on the three year anniversary of the date of issuance. The exercise price of the warrants is subject to adjustment for subsequent equity sales by the Company, and are subject to adjustment for standard anti-dilution provisions, such as stock dividends and splits, subsequent rights offerings and pro rata distributions to the Company’s common stockholders. The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% or 9.99% of the Company’s common stock. At September 30, 2017, the 705,755 outstanding warrants had no intrinsic value. |
Related Party Obligations
Related Party Obligations | 6 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Obligations | 6. RELATED PARTY OBLIGATIONS On April 23, 2012, the Company entered into a lease agreement with One World Ranches, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Company’s Board of Directors, and his wife, to rent the space being used as the Company’s principal office and laboratory facility. The original term of the lease was from May 1, 2012 to May 1, 2017. In May 2017, the Company extended the lease through May 1, 2020. Our rent payments thereunder were $2,300 per month until May 1, 2017 and increased to $2,600 per month on May 1, 2017. Aggregate payments under the lease for the six months ended September 30, 2017 and 2016 were $15,300 and $13,800, respectively. |
Commitments
Commitments | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 7. COMMITMENTS On August 19, 2016, we filed a resale registration statement on Form S-1 (“Form S-1”) with the SEC to register 2,650,000 shares of our common stock and 7,950,000 shares of our common stock issuable upon exercise of certain warrants. We received a letter from the Washington D.C. office of the SEC dated December 10, 2016, stating that the staff of the SEC was conducting a Section 8(e) examination with respect to this Form S-1 and that the Division of Corporate Finance would not take any further action on the Form S-1 while the examination was pending. We received subpoenas to produce documents dated December 14, 2016, and January 23, 2017, and a further subpoena for testimony and any supplemental production of documents dated June 5, 2017. The document requests were primarily in connection with this matter. We have complied with all document requests and the Company’s CEO will provide testimony when the SEC schedules such testimony, which we believe will be sometime before the end of December 2017. As of September 30, 2017, we had accrued approximately $13,500 in legal fees related to the SEC examination. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. SUBSEQUENT EVENTS In October 2017, the Company issued a total of 32,468 shares of common stock to one consultant as payment for services and recorded expenses of $50,000 based on the fair value of the Company’s common stock at the issuance dates. |
Business Operations and Summa15
Business Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended September 30, 2017, the Company incurred a net loss of $2,004,873 and used cash in operating activities of $1,332,280. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s March 31, 2017 financial statements, has raised substantial doubt about the Company’s 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 that as of September 30, 2017 we have sufficient funds to operate the business for the next six months. In July 2017, the Company issued an aggregate of 666,667 shares of our common stock and warrants to purchase 333,334 of our common stock to certain investors for net proceeds of approximately $995,000. We will require additional financing to fund our planned future operations, including the continuation of our ongoing research and development efforts, licensing or acquiring 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. 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 | Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three and six months ended September 30, 2017 and 2016 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 Company’s 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, 2017 was derived from the Company’s audited financial statements as of and for the year ended March 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2017. These financial statements should be read in conjunction with that report. |
Use of Estimates | Use of Estimates 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. Significant estimates and assumptions by management include, among others, reserves for accounts receivable, the fair value of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets, and the accrual of potential liabilities. |
Financial Assets and Liabilities Measured at Fair Value | 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 Company’s assumptions. The fair value of the derivative liabilities of $147,150 and $240,791 at September 30, 2017 and March 31, 2017, 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 management’s 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 models to value the derivative instruments at inception and on subsequent valuation dates through the September 30, 2017, 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. |
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 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 Company’s 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 Company’s restricted stock vests upon the satisfaction of a recipient’s service condition, which is satisfied over a period 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 Company’s 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 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: Six months ended September 30, 2017 September 30, 2016 Options 2,871,710 2,452,488 Warrants 705,755 9,702,713 Total 3,577,465 12,155,201 |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. |
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. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, and ASU 2017-05, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the quarter beginning April 1, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, leases will be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and related disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. 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 Company’s present or future financial statements. |
Business Operations and Summa16
Business Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
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: Six months ended September 30, 2017 September 30, 2016 Options 2,871,710 2,452,488 Warrants 705,755 9,702,713 Total 3,577,465 12,155,201 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Valuation Assumptions for Derivative Liabilities | At September 30, 2017 and March 31, 2017, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: September 30, 2017 March 31, 2017 Conversion feature: Risk-free interest rate 1.20-1.55 % 0.19 % Expected volatility 125 % 125 % Expected life (in years) .5 to 3 years 1 to 3 years Expected dividend yield — — Fair Value: Conversion feature $ 147,150 $ 240,791 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
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, April 1, 2017 1,436,170 Granted — Vested (718,085 ) Forfeited — Non-vested shares, September 30, 2017 718,085 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity during the three months ended September 30, 2017 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2017 2,820,489 $ 1.27 Granted 100,000 1.59 Exercised — Expired (48,779 ) 0.55 Cancelled — Balance outstanding at September 30, 2017 2,871,710 $ 1.19 Balance exercisable at September 30, 2017 1,582,833 $ 1.26 |
Schedule of Stock Options Outstanding and Exercisable | A summary of the Company’s stock options outstanding and exercisable as of September 30, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, September 30, 2017 1,664,542 $ 0.50 $ 0.50 153,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 100,000 $ 1.59 $ 1.59 647,500 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 2,871,710 Options Exercisable, September 30, 2017 855,415 $ 0.50 $ 0.50 75,750 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 345,000 $ 2.00 – 2.79 $ 2.00 – 2.79 123,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 1,582,833 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | At September 30, 2017, warrants to purchase common shares were outstanding as follows: Shares Weighted Average Exercise Price Balance at March 31, 2017 372,421 $ 2.79 Granted 333,334 2.00 Exercised — — Expired $ — Balance outstanding and exercisable at September 30, 2017 705,755 $ 2.41 |
Business Operations and Summa21
Business Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 19, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 |
Net loss | $ 898,520 | $ 1,146,519 | $ 2,004,873 | $ 1,585,924 | ||
Net cash used in operating activities | 1,332,280 | $ 578,800 | ||||
Stock issued during period, shares, new issues | 2,650,000 | |||||
Warrants to purchase common stock | 7,950,000 | |||||
Fair value of derivative liabilities | $ 147,150 | $ 147,150 | $ 240,791 | |||
July 2017 [Member] | Investors [Member] | ||||||
Stock issued during period, shares, new issues | 666,667 | |||||
Warrants to purchase common stock | 333,334 | 333,334 | ||||
Proceeds from issuance of warrants | $ 995,000 |
Business Operations and Summa22
Business Operations and Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive securities excluded from computation of earnings per share | 3,577,465 | 12,155,201 |
Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 2,871,710 | 2,452,488 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 705,755 | 9,702,713 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 147,150 | $ 240,791 |
Decrease in derivative liabilities | $ 93,641 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Valuation Assumptions for Derivative Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Mar. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 0.19% | |
Expected volatility | 125.00% | 125.00% |
Expected dividend yield | 0.00% | 0.00% |
Fair Value of Derivative Liability | $ 147,150 | $ 240,791 |
Minimum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 1.20% | |
Expected life (in years) | 6 months | 1 year |
Maximum [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 1.55% | |
Expected life (in years) | 3 years | 3 years |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jul. 26, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Mar. 31, 2017 | Aug. 19, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum of common stock warrants to purchase shares | 7,950,000 | ||||
Accumulated vested balance of stock | $ 310,710 | ||||
Fair value of stock awards that vested | $ 205,167 | ||||
Stock-based compensation expense not yet recognized | $ 200,000 | ||||
Stock-based compensation unvested compensation related to awards period | 1 year | ||||
Common stock issued for services | $ 263,676 | ||||
Two Consultants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock issued for services, shares | 152,500 | ||||
Common stock issued for services | $ 263,676 | ||||
Securities Purchase Agreement Warrants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance and sale of common stock | 666,667 | ||||
Maximum of common stock warrants to purchase shares | 333,334 | 333,334 | |||
Price of per share value | $ 1.50 | ||||
Proceeds from sale of common stock and warrants, net | $ 995,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock [Member] | 6 Months Ended |
Sep. 30, 2017shares | |
Non-vested shares, Beginning Balance | 1,436,170 |
Granted | |
Vested | (718,085) |
Forfeited | |
Non-vested shares, Ending Balance | 718,085 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock-based compensation | $ 423,930 | $ 200,315 | |
Unamortized cost of outstanding stock-based awards | $ 1,079,000 | ||
Weighted average remaining vesting period | 2 years | ||
Number of stock options outstanding, shares | 2,871,710 | 2,820,489 | |
Options outstanding, intrinsic value | $ 1,657,000 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) | 6 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares, beginning balance outstanding | shares | 2,820,489 |
Shares, Granted | shares | 100,000 |
Shares, Exercised | shares | |
Shares, Expired | shares | (48,779) |
Shares, Cancelled | shares | |
Shares, ending balance outstanding | shares | 2,871,710 |
Shares, Balance exercisable | shares | 1,582,833 |
Weighted Average Exercise Price, beginning balance outstanding | $ / shares | $ 1.27 |
Weighted Average Exercise Price, Granted | $ / shares | 1.59 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | 0.55 |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Exercise Price, ending balance outstanding | $ / shares | 1.19 |
Weighted Average Exercise Price, Balance exercisable | $ / shares | $ 1.26 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | |
Sep. 30, 2017 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 2,871,710 | 2,820,489 |
Weighted average grant-date stock price, options outstanding | $ 1.59 | |
Number of options exercisable | 1,582,833 | |
Stock Options One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 1,664,542 | |
Weighted average exercise price, options outstanding | $ 0.50 | |
Weighted average grant-date stock price, options outstanding | $ 0.50 | |
Number of options exercisable | 855,415 | |
Weighted average exercise price, options exercisable | $ 0.50 | |
Weighted average grant-date stock price, options exercisable | $ 0.50 | |
Stock Options Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 153,000 | |
Weighted average exercise price, options outstanding | $ 0.96 | |
Weighted average grant-date stock price, options outstanding | $ 0.96 | |
Number of options exercisable | 75,750 | |
Weighted average exercise price, options exercisable | $ 0.96 | |
Weighted average grant-date stock price, options exercisable | $ 0.96 | |
Stock Options Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 130,000 | |
Weighted average exercise price, options outstanding | $ 1 | |
Weighted average grant-date stock price, options outstanding | $ 10 | |
Number of options exercisable | 130,000 | |
Weighted average exercise price, options exercisable | $ 1 | |
Weighted average grant-date stock price, options exercisable | $ 10 | |
Stock Options Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 7,500 | |
Weighted average exercise price, options outstanding | $ 1.50 | |
Weighted average grant-date stock price, options outstanding | $ 1.50 | |
Number of options exercisable | 7,500 | |
Weighted average exercise price, options exercisable | $ 1.50 | |
Weighted average grant-date stock price, options exercisable | $ 1.50 | |
Stock Options Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 100,000 | |
Weighted average exercise price, options outstanding | $ 1.59 | |
Weighted average grant-date stock price, options outstanding | $ 1.59 | |
Stock Options Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 647,500 | |
Number of options exercisable | 345,000 | |
Stock Options Six [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 2 | |
Weighted average grant-date stock price, options outstanding | 2 | |
Weighted average exercise price, options exercisable | 2 | |
Weighted average grant-date stock price, options exercisable | 2 | |
Stock Options Six [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 2.79 | |
Weighted average grant-date stock price, options outstanding | 2.79 | |
Weighted average exercise price, options exercisable | 2.79 | |
Weighted average grant-date stock price, options exercisable | $ 2.79 | |
Stock Options Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 123,334 | |
Number of options exercisable | 123,334 | |
Stock Options Seven [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 3.10 | |
Weighted average grant-date stock price, options outstanding | 3.10 | |
Weighted average exercise price, options exercisable | 3.10 | |
Weighted average grant-date stock price, options exercisable | 3.10 | |
Stock Options Seven [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 3.80 | |
Weighted average grant-date stock price, options outstanding | 3.80 | |
Weighted average exercise price, options exercisable | 3.80 | |
Weighted average grant-date stock price, options exercisable | $ 3.80 | |
Stock Options Eight [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding | 45,834 | |
Number of options exercisable | 45,834 | |
Stock Options Eight [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | $ 4 | |
Weighted average grant-date stock price, options outstanding | 4 | |
Weighted average exercise price, options exercisable | 4 | |
Weighted average grant-date stock price, options exercisable | 4 | |
Stock Options Eight [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, options outstanding | 4.70 | |
Weighted average grant-date stock price, options outstanding | 4.70 | |
Weighted average exercise price, options exercisable | 4.70 | |
Weighted average grant-date stock price, options exercisable | $ 4.70 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 1 Months Ended | ||||
Jul. 31, 2017 | Sep. 30, 2017 | Jul. 26, 2017 | Mar. 31, 2017 | Aug. 19, 2016 | |
Maximum of common stock warrants to purchase shares | 7,950,000 | ||||
Exercise price of warrants | $ 2.41 | $ 2.79 | |||
Warrant outstanding | 705,755 | 372,421 | |||
Securities Purchase Agreement Warrants [Member] | |||||
Maximum of common stock warrants to purchase shares | 333,334 | 333,334 | |||
Exercise price of warrants | $ 2 | ||||
Warrant expiration term | 3 years | ||||
Description of exercisability of warrants | The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% or 9.99% of the Companys common stock. |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) | 6 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Shares, Outstanding Beginning Balance | shares | 372,421 |
Shares, Granted | shares | 333,334 |
Shares, Exercised | shares | |
Shares, outstanding and exercisable Balance | shares | 705,755 |
Weighted Average Exercise Price, Beginning Balance | $ 2.79 |
Weighted Average Exercise Price, Granted | 2 |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Expired/Cancelled | |
Weighted Average Exercise Price, Outstanding and Ending Balance | $ 2.41 |
Related Party Obligations (Deta
Related Party Obligations (Details Narrative) - USD ($) | May 01, 2017 | Apr. 23, 2012 | Sep. 30, 2017 | Sep. 30, 2016 |
Operating Leased Assets [Line Items] | ||||
Operating leases, net rent expense | $ 15,300 | $ 13,800 | ||
Lease Agreement [Member] | One World Ranches [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lease description | The original term of the lease was from May 1, 2012 to May 1, 2017. In May 2017, the Company extended the lease through May 1, 2020. | |||
Lease expiration date | May 1, 2020 | |||
Lease Agreement [Member] | One World Ranches [Member] | Until May 1, 2017 [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Payments for rent per month | $ 2,300 | |||
Lease Agreement [Member] | One World Ranches [Member] | After May 1, 2017 [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Payments for rent per month | $ 2,600 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Aug. 19, 2016 | Sep. 30, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of shares of common stock | 2,650,000 | |
Common stock issuable upon exercise of warrants | 7,950,000 | |
Accrued legal fees | $ 13,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Oct. 31, 2017 | Sep. 30, 2017 | |
Issued shares of common stock, fair value | $ 263,676 | |
Subsequent Event [Member] | One Consultant [Member] | ||
Number of shares of common stock to payment for services | 32,468 | |
Issued shares of common stock, fair value | $ 50,000 |