Document And Entity Information
Document And Entity Information | 9 Months Ended |
Dec. 31, 2017 | |
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 | Dec. 31, 2017 |
Amendment Flag | true |
Amendment Description | The Company is filing this combined prospectus in accordance with Rule 429. This Registration Statement on Form S-1 constitutes Pre-Effective Amendment No. 1 to Vitality Biopharma, Inc.s Registration Statement on Form S-1 (Registration Statement 333-222627) filed with the Securities Exchange Commission on January 19, 2018, and Registration Statement constituting Post-Effective Amendment No. 1 to Form S-1 (Registration No. 333-220446) declared effective by the SEC on October 13, 2017. The Company is filing this Pre-Effective Amendment in response to oral comments we received from the SEC on February 15, 2018, to include the financial statements for the quarter ending December 31, 2017. |
Current Fiscal Year End Date | --03-31 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | VBIO |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Current Assets | |||
Cash | $ 1,362,710 | $ 1,152,766 | $ 95,433 |
Accounts receivable, net | 13,460 | 19,198 | 30,396 |
Inventory | 6,470 | ||
Prepaid expenses | 3,058 | 3,058 | 2,500 |
Prepaid expenses, related party | 2,600 | ||
Total Assets | 1,381,828 | 1,175,022 | 134,799 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 197,492 | 373,696 | 215,562 |
Accrued compensation – officers and directors | 151,667 | 29,375 | |
Accounts payable - related party | 34,500 | 6,900 | |
Derivative liability | 201,836 | 240,791 | 401,127 |
Total liabilities | 399,328 | 800,654 | 652,964 |
Stockholders’ Equity | |||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 24,200,147, 22,215,180 and 7,911,708 shares issued and outstanding, respectively | 24,000 | 22,214 | 7,912 |
Common stock issuable, 999,700 shares | 99,970 | ||
Additional paid-in-capital | 21,941,286 | 18,088,093 | 11,890,512 |
Accumulated deficit | (20,982,786) | (17,735,939) | (12,516,559) |
Total stockholders’ equity | 982,500 | 374,368 | (518,165) |
Total liabilities and stockholders’ equity | $ 1,381,828 | $ 1,175,022 | $ 134,799 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 24,200,147 | 22,215,180 | 7,911,708 |
Common stock, shares outstanding | 24,200,147 | 22,215,180 | 7,911,708 |
Shares issuable | 999,700 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||||
Revenue | $ 19,305 | $ 39,682 | $ 77,324 | $ 131,947 | $ 163,363 | $ 248,348 |
Cost of goods sold | 16,976 | 19,930 | 54,942 | 65,942 | 108,255 | 149,478 |
Gross profit | 2,329 | 19,752 | 22,382 | 66,005 | 55,108 | 98,870 |
Operating expenses: | ||||||
General and administrative | 619,312 | 669,574 | 1,894,984 | 1,685,527 | 2,605,097 | 2,196,922 |
Rent and other related party costs | 7,800 | 6,900 | 23,100 | 20,700 | 27,600 | 30,600 |
Research and development | 562,504 | 255,334 | 1,390,100 | 483,638 | 893,960 | 613,119 |
Total operating expenses | 1,189,616 | 931,808 | 3,308,184 | 2,189,865 | 3,526,657 | 2,840,641 |
Loss from operations | (1,187,287) | (912,056) | (3,285,802) | (2,123,860) | (3,471,549) | (2,741,771) |
Other income (expense) | ||||||
Change in fair value of derivative liability | (54,686) | (1,587,854) | 38,955 | (1,980,592) | (1,746,821) | 2,600,809 |
Interest expense | (64) | (780) | (1,010) | (363) | ||
Total other income (expense) | (54,686) | (1,587,918) | 38,955 | (1,981,372) | (1,747,831) | 2,600,446 |
Net loss | $ (1,241,973) | $ (2,499,974) | $ (3,246,847) | $ (4,105,232) | $ (5,219,380) | $ (141,325) |
Net loss per common share | ||||||
Basic and Diluted | $ (0.05) | $ (0.17) | $ (0.14) | $ (0.34) | $ (0.38) | $ (0.02) |
Weighted average number of common shares outstanding | ||||||
Basic and Diluted | 23,034,347 | 14,776,759 | 22,752,010 | 12,191,740 | 13,591,137 | 7,541,983 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Common Stock, Issuable [Member] | Total |
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 | |||
Amortization of common stock issued to employees with vesting terms, shares | |||||
Fair value of common stock issued for services | $ 115 | 275,885 | 276,000 | ||
Fair value of 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 Common stock and warrants | $ 500 | (403,577) | (403,077) | ||
Issuance of Common stock and warrants, shares | 500,000 | ||||
Extinguishment of derivative liability | 99,311 | 99,311 | |||
Common Stock issuable, 9,997,000 shares | 99,970 | $ 99,970 | |||
Shares issued upon warrant exercises, shares | |||||
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 | $ 1,436 | 339,814 | 341,250 | ||
Amortization of common stock issued to employees with vesting terms, shares | 1,436,170 | ||||
Fair value of common stock issued for services | $ 552 | 658,549 | 659,101 | ||
Fair value of common stock issued for services, shares | 552,500 | ||||
Fair value of vested stock options | 762,374 | 762,374 | |||
Issuance of Common stock and warrants | $ 4,150 | 1,760,850 | (99,970) | $ 1,665,030 | |
Issuance of Common stock and warrants, shares | 4,150,000 | 2,650,000 | |||
Extinguishment of derivative liability | 1,907,158 | $ 1,907,158 | |||
Shares issued upon warrant exercises | $ 8,189 | 768,811 | $ 777,000 | ||
Shares issued upon warrant exercises, shares | 8,189,262 | ||||
Cancellation of unvested restricted stock | $ (25) | 25 | |||
Cancellation of unvested restricted stock, shares | (25,000) | ||||
Adjustment to common stock in conjunction with reverse split | |||||
Adjustment to common stock in conjunction with reverse split, shares | 540 | ||||
Net Loss | (5,219,380) | (5,219,380) | |||
Balance at Mar. 31, 2017 | $ 22,214 | 18,088,093 | (17,735,939) | 374,368 | |
Balance, shares at Mar. 31, 2017 | 22,215,180 | ||||
Fair value of common stock issued for services | $ 186 | 313,490 | 313,676 | ||
Fair value of common stock issued for services, shares | 184,968 | ||||
Fair value of vested stock options | 842,121 | 842,121 | |||
Issuance of Common stock and warrants | $ 1,600 | 2,388,399 | $ 2,389,999 | ||
Issuance of Common stock and warrants, shares | 1,599,999 | ||||
Shares issued upon warrant exercises, shares | |||||
Fair value of common stock issued to employee and director | 309,183 | $ 309,183 | |||
Fair value of common stock issued to employee and director, shares | 200,000 | ||||
Net Loss | (3,246,847) | (3,246,847) | |||
Balance at Dec. 31, 2017 | $ 24,000 | $ 21,941,286 | $ (20,982,786) | $ 982,500 | |
Balance, shares at Dec. 31, 2017 | 24,200,147 |
Condensed Statement of Changes6
Condensed Statement of Changes in Stockholders’ Equity (Parenthetical) - shares | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | |||
Shares issuable | 999,700 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities | ||||
Net loss | $ (3,246,847) | $ (4,105,232) | $ (5,219,380) | $ (141,325) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Fair value of vested stock options | 842,121 | 581,510 | 762,374 | 286,248 |
Fair value of vested restricted common stock | 309,183 | 235,499 | ||
Fair value of vested common stock issued to employees | 341,250 | 161,936 | ||
Fair value of vested warrants granted to employees | 182,072 | |||
Change in fair value of derivative liability | (38,955) | 1,980,592 | 1,746,821 | (2,600,809) |
Fair value of common stock issued for services | 313,676 | 276,000 | 659,101 | 276,000 |
Changes in operating assets and liabilities: | ||||
Accrued compensation - officers and directors | 122,292 | 29,375 | ||
Accounts receivable | 5,738 | (1,791) | 11,199 | 31,199 |
Prepaid expenses, related party | (2,600) | |||
Deposit | (558) | |||
Inventory | 6,470 | 2,008 | ||
Prepaid expense | (558) | |||
Accounts payable and accrued liabilities | (327,871) | 129,653 | 158,134 | 81,555 |
Accounts payable - related party | (34,500) | 20,700 | 27,600 | 5,900 |
Net cash used in operating activities | (2,180,055) | (883,627) | (1,384,697) | (1,685,841) |
Financing activities | ||||
Proceeds from sale of common stock and warrants, net | 2,389,999 | 165,030 | 1,665,030 | 1,291,574 |
Proceeds from exercise of warrants | 777,000 | 777,000 | ||
Proceeds from Common Stock issuable | 99,970 | |||
Net cash provided by financing activities | 2,389,999 | 942,030 | 2,442,030 | 1,391,544 |
Net increase (decrease) in cash | 209,944 | 58,403 | 1,057,333 | (294,297) |
Cash - beginning of period | 1,152,766 | 95,433 | 95,433 | 389,730 |
Cash - end of period | 1,362,710 | 153,836 | 1,152,766 | 95,433 |
Cash paid during the period for: | ||||
Interest | 780 | |||
Income taxes | ||||
Non-Cash Investing and Financing Activities: | ||||
Fair value of warrants issued with common stock, recorded as derivative liability | 1,694,651 | |||
Extinguishment of derivative liability | $ 1,907,160 | $ 1,907,158 | $ 99,311 |
Business Operations and Summary
Business Operations and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 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 as pharmaceutical products. 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 nine months ended December 31, 2017, the Company incurred a net loss of $3,246,847 and used cash in operating activities of $2,180,055. 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 within one year after the date that these financial statements are issued. 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 December 31, 2017 we have sufficient funds to operate the business for the next nine months. In December 2017, the Company issued an aggregate of 933,332 shares of our common stock and warrants to purchase 466,667 shares of our common stock to certain investors for net proceeds of approximately $1,395,000 and in July 2017, the Company issued an aggregate of 666,667 shares of our common stock and warrants to purchase 333,334 shares 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 nine months ended December 31, 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 $201,836 and $240,791 at December 31, 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 December 31, 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. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. 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: Nine months ended December 31, 2017 December 31, 2016 Options 3,216,710 2,427,488 Warrants 1,164,422 4,045,163 Total 4,381,132 6,472,651 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. | 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. 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, 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. All share and per share information contained in these financial statements has been adjusted to reflect these changes as if it had occurred in the earliest period presented. 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 year ended March 31, 2017, the Company incurred a net loss of $5,219,380 and used cash in operating activities of $1,384,697. 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. 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, 2017 we will have sufficient funds to operate the business for the next 9 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. We do not have any 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, the Company has experienced recurring operating losses and negative operating cash flows, and 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. 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. 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 assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets. 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 Company’s 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 customer’s 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 Company’s 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, 2017 and 2016, the allowance for doubtful accounts and returns and discounts was approximately $50,500 and $17,500, 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 Company’s assumptions. The fair value of the derivative liabilities of $240,791 and $401,127 at March 31, 2017 and 2016, 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 March 31, 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. 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 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 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 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: March 31, 2017 2016 Options 2,820,489 907,500 Warrants 372,421 2,002,719 Total 3,192,910 2,910 219 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 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. 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 | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 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 nine months ended December 31, 2017, the Company recorded a decrease in derivative liability of $38,955. At December 31, 2017, the balance of the derivative liabilities was $201,836. At December 31, 2017 and March 31, 2017, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: December 31, 2017 March 31, 2017 Conversion feature: Risk-free interest rate 1.50-1.89 % 0.19 % Expected volatility 123 % 125 % Expected life (in years) .5 to 2.5 years 1 to 3 years Expected dividend yield — — Fair Value: Conversion feature $ 201,836 $ 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. | 2. DERIVATIVE LIABILITY Under authoritative guidance issued by the FASB, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. 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. The Company determined that the exercise prices of the warrants were not fixed because they are subject to fluctuation based on the occurrence of future offerings or events, and certain fundamental transactions. In accordance with the FASB authoritative guidance, the conversion feature of the warrants was separated from the host contract and recognized as a derivative instrument and is re-measured at the end of each reporting period with the change in value reported in the statement of operations. At March 31, 2015, the balance of the derivative liabilities was $1,406,596. During the year ended March 31, 2016, the Company recognized additional derivative liabilities of $1,694,651 related to the issuance of new warrants, recorded a decrease in derivative liability of $2,600,809, and recorded an extinguishment of $99,311 related to warrants that were exercised. At March 31, 2016, the balance of the derivative liabilities was $401,127. During the year ended March 31, 2017, the Company recorded an increase in derivative liability of $1,746,821, and recorded an extinguishment of $1,907,158 related to warrants that were exercised. At March 31, 2017, the balance of the derivative liabilities was $240,791. At March 31, 2017 and March 31, 2016, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: March 31, 2017 March 31, 2016 Conversion feature: Risk-free interest rate 0.19 % 0.19-1.04 % Expected volatility 125 % 105.06-124.77 % Expected life (in years) 1 to 3 years .01 to 4 years Expected dividend yield - - Fair Value: Conversion feature $ 240,791 $ 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | 3. STOCKHOLDERS’ EQUITY Equity Financing On December 12, 2017, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of 933,332 shares of the Company’s common stock and warrants to purchase up to 466,667 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 $1,395,000. 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. In December 2017, the Company issued an aggregate of 200,000 shares of its common stock to an officer and a director of the Company, with aggregate fair value of $362,000 at the grant date, which vest over a period of 14 months from the date of the grant. During the nine months ended December 31, 2017, we recorded expense related to the fair value of stock awards that vested of $309,183. At December 31, 2017, the amount of unvested compensation related to these awards is approximately $463,000, 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 Balance Non-vested shares, April 1, 2017 1,436,170 $ 718,085 Granted 200,000 362,000 Vested (718,085 ) (309,183 ) Forfeited — — Non-vested shares, December 31, 2017 918,085 $ 770,902 Common stock issued for services During the nine months ended December 31, 2017, the Company issued a total of 184,968 shares of common stock to three consultants as payment for services and recorded expense of $313,676 based on the fair value of the Company’s common stock at the issuance dates. | 3. STOCKHOLDERS’ EQUITY Equity financings On March 9, 2017, we entered into a securities purchase agreement with certain accredited investors, pursuant to which we issued to the purchasers an aggregate of 1,500,000 shares of the Company’s common stock, par value $0.001 per share at a price of $1.00 per share, for the aggregate proceeds of $1,500,000. In May 2016, the Company entered into a securities purchase agreement providing for the issuance of 2,650,000 shares of the Company’s common stock and warrants to purchase 7,950,000 shares of the Company’s common stock, at a price of $0.10 per share for aggregate proceeds to the Company of $265,000. The warrants were all exercised prior to their expiration date on February 4, 2017 (see Note 5). 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 Company’s common stock, and warrants to purchase an aggregate of 1,250,006 shares of the Company’s common stock for total gross proceeds of $1,500,000, or a sales price of $3.00 per share. The Company also issued warrants to purchase up to 40,000 shares of the Company’s common stock to its placement agent. 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. During the year ended March 31, 2017, the Company issued an aggregate of 1,436,170 shares of its common stock to one officer and one director. The aggregate fair value of these awards was approximately $718,000, which will be amortized over the 1.75 year vesting term of the awards. At March 31, 2015, the accumulated vested balance of stock awards was $449,280. During the year ended March 31, 2016, the fair value of stock awards that vested was $161,936. At March 31, 2016, the accumulated vested balance of stock awards was $611,216. During the year ended March 31, 2017, we recorded expense related to the fair value of stock awards that vested of $341,250. At March 31, 2017, the accumulated vested balance of the stock awards $952,466. At March 31, 2017, the amount of unvested compensation related to these awards is approximately $410,000, and will be recorded as expense over 1.25 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 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, 2015 208,333 Granted - Vested (39,167 ) Forfeited - Non-vested shares, April 1, 2016 169,166 Granted 1,436,170 Vested (2,500 ) Forfeited (166,666 ) Non-vested shares, March 31, 2017 1,436,170 Common stock issued for services During the year ended March 31, 2017, the Company issued a total of 552,500 share of common stock to three consultants as payment for services and recorded expenses of $659,101 based on the fair value of the Company’s common stock at the issuance dates. During the year ended March 31, 2016, the Company issued a total of 114,816 share of common stock to four consultants as payment for services and recorded expenses of $276,000 based on the fair value of the Company’s common stock at the issuance dates. |
Stock Options
Stock Options | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 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 nine months ended December 31, 2017 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2017 2,820,489 $ 1.27 Granted 470,000 1.76 Exercised — Expired (48,779 ) 0.55 Cancelled (25,000 ) 0.96 Balance outstanding at December 31, 2017 3,216,710 $ 1.39 Balance exercisable at December 31, 2017 1,584,083 $ 1.28 A summary of the Company’s stock options outstanding and exercisable as of December 31, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, December 31, 2017 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 100,000 $ 1.59 $ 1.59 370,000 $ 1.81 $ 1.81 647,500 $ 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 3,216,710 Options Exercisable, December 31, 2017 855,415 $ 0.50 $ 0.50 75,750 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 346,250 $ 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 1,584,083 In the nine months ended December 31, 2017, the Company granted an aggregate of 470,000 options to purchase shares of the Company’s common stock with exercise prices ranging from $1.59 to $1.81 per share to five employees and two directors, that expire ten years from the date of grant. The options issued to the two directors have a vesting period of one year and the options issued to employees all have vesting periods of 24 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 between 123.13% and 124.88%, (ii) discount rate between 2.33% and 2.265%, (iii) zero expected dividend yield, and (iv) expected life of 6 years, which is the average of the term of the options and their vesting periods. The total fair value of these option grants at their grant dates was approximately $740,000. During the nine months ended December 31, 2017, we expensed total stock-based compensation related to stock options of $842,121, and the remaining unamortized cost of the outstanding stock-based awards at December 31, 2017 was approximately $1,497,000. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years. At December 31, 2017, the 3,216,710 outstanding stock options had an intrinsic value of approximately $2,659,000. | 4. STOCK OPTIONS A summary of the Company’s stock option activity during the fiscal years ended March 31, 2016 and 2017 is as follows: Shares Weighted Average Exercise Price Balance at April 1, 2015 632,500 $ 3.30 Granted 277,500 Exercised - Cancelled (2,500 ) Balance outstanding at March 31, 2016 907,500 $ 3.30 Granted 2,263,821 Exercised - Expired (285,000 ) Cancelled (65,832 ) Balance outstanding at March 31, 2017 2,820,489 $ 1.27 Balance exercisable at March 31,2017 965,626 $ 1.70 A summary of the Company’s stock options outstanding and exercisable as of March 31, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, March 31, 2017 1,710,821 $ 0.50 $ 0.50 153,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 10,000 $ 1.50 $ 1.50 647,500 $ 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 2,820,489 Options Exercisable, March 31, 2017 427,708 $ 0.50 $ 0.50 37,500 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 5,000 $ 1.50 $ 1.50 201,250 $ 2.00 – 2.79 $ 2.00 – 2.79 118,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 965,626 During the years ended March 31, 2017 and 2016, we expensed total stock-based compensation related to stock options of $762,374 and $286,248, respectively, and the remaining unamortized cost of the outstanding stock-based awards at March 31, 2017 was approximately $801,000. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years. At March 31, 2017, the 2,820,489 outstanding stock options had an intrinsic value of approximately $2,560,000. Year Ended March 31, 2017 During the year ended March 31, 2017, the Company granted to employees options to purchase an aggregate of 1,718,262 shares of the Company’s common stock with exercise prices of from $0.50 to $2.79 per share, that expire ten years from the date of grant, and all have vesting period of 24 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 between 126.34% and 131.33%, (ii) discount rate between 1.60% and 2.45%, (iii) zero expected dividend yield, and (iv) expected life of 6 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 $1,045,000. During the year ended March 31, 2017, amortization of approximately $305,000 was recorded related to these options. During the year ended March 31, 2017, the Company also granted to seven consultants options to purchase 545,559 shares of the Company’s common stock with exercise prices of per share between $0.50 and $2.34, that expire in ten years from date of grant, and have vesting period of 24 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 126.34% and 129.31% (ii) discount rate between 1.36% and 2.4%, (iii) zero expected dividend yield, and (iv) expected life of 10 years. The total fair value of the option grants to the consultants at their grant dates was approximately $830,000. The Company re-measures any non-vested options to non-employees to fair value at the end of each reporting period. At March 31, 2017, the fair value of the 545,559 options was $183,450. During the year ended March 31, 2017, amortization of $136,473 was recorded on these options. 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 Company’s 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. Also, during the year ended March 31, 2016, the Company granted options to purchase 140,000 shares of the Company’s common stock to five consultants that expire between three and ten years from date of grant. 70,000 of the options vested immediately and the balance of the options vest over periods up 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. |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants | 5. WARRANTS At December 31, 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 800,001 2.00 Exercised — — Expired (8,000 ) $ 3.40 Balance outstanding and exercisable at December 31, 2017 1,164,422 $ 2.19 In conjunction with the December 2017 Offering (see Note 3), the Company granted to investors warrants to purchase up to 466,667 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 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. 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 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 December 31, 2017, the 1,164,422 outstanding warrants had no intrinsic value. | 5. WARRANTS A summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2016 and 2017 is as follows: Shares Weighted Average Exercise Price Balance outstanding at April 1, 2015 1,212,715 $ 3.70 Granted 1,290,006 3.19 Exercised - - Expired/Cancelled (500,002 ) - Balance outstanding at March 31, 2016 2,002,719 $ 3.50 Granted 7,950,000 0.17 Exercised (9,036,965 ) 0.58 Expired/Cancelled (543,333 ) 3.46 Balance outstanding at March 31, 2017 372,421 $ 2.79 Balance exercisable at March 31, 2017 372,421 $ 2.79 In conjunction with the May 2016 Offering (see Note 3), the Company granted to investors warrants to purchase 7,950,000 shares of the Company’s common stock, at a price of $0.10 per share. The warrants were all exercised prior to their expiration date on February 4, 2017. In conjunction with the May 2015 offering of the Company’s common stock, the Company granted warrants to purchase an aggregate of 1,290,006 shares of the Company’s common stock. The warrants were exercisable immediately, had exercise prices ranging from $3.50 to $4.50 per share, and expiration periods from nine months to 5 years. During the year ended March 31, 2017, the Company received $777,000 of proceeds from holders of warrants to acquire 4,570,590 shares of common stock. In addition, warrant holders exchanged 4,466,375 warrants on a cashless basis for 3,618,672 shares of common stock. The outstanding and exercisable warrants had no intrinsic value as of March 31, 2017 and March 31, 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES The Company has no tax provision for any period presented due to its history of operating losses. Significant components of deferred income tax assets and liabilities at March 31, 2017 and 2016 are presented below. Management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance to reduce deferred tax assets to zero. At March 31, 2017, we had federal net operating loss carryforwards, or NOLs, of approximately $10,350,000 that are available to offset future federal taxable income and will expire in the years through 2037. At March 31, 2017, we had state NOLs of approximately $10,100,000 that will expire if unused through 2037. Significant components of the Company’s deferred tax assets and liabilities are as follows as of: March 31, 2017 2016 Deferred income tax assets: Net operating loss carryforwards $ 4,300,000 $ 3,630,000 Share-based compensation 3,245,000 2,540,000 Research credits 63,000 63,000 Other, net 40,000 40,000 Less: Valuation allowance (7,648,000 ) (6,273,000 ) Net deferred income tax assets (liabilities) $ - $ - Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: Year Ended March 31, 2017 2016 Federal Statutory tax rate (34 )% (34 )% State tax, net of federal benefit (8 )% (5 )% (42 )% (39 )% Valuation allowance 42 % 39 % Effective tax rate - % - % 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, 2017, no liability for unrecognized tax benefits was required to be recorded. The Company has a policy of recognizing tax related interest and penalties as additional tax expense when incurred. During the years ended March 31, 2017 and 2016, the Company did not recognize any interest and penalties. |
Related Party Transactions and
Related Party Transactions and Lease Obligations | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions and Lease 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 nine months ended December 31, 2017 and 2016 were $25,700 and $20,700, respectively. | 7. RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS On April 23, 2012, the Company entered into a lease agreement with One World Ranches LLC (“One World Ranches”), (the “Carlson Lease”). The Carlson Lease began on May 1, 2012 and was extended from May 1, 2017 to 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.. The Company has paid $1,500 as a refundable security deposit under the Carlson Lease. Aggregate payments under leases with related parties for the years ended March 31, 2017 and 2016 were $27,600 and $30,600, respectively. 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 Company’s Chief Executive Officer, Robert Brooke, owned 20% of Percipio. At March 31, 2017, $10,500 of the purchase price remains unpaid and is included in accounts payable on the accompanying balance sheet. |
Distribution and License Agreem
Distribution and License Agreements (Terminated August 2016) | 12 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Distribution and License Agreements (Terminated August 2016) | 8. DISTRIBUTION AND LICENSE AGREEMENTS (TERMINATED AUGUST 2016) In August 2014, we entered into distribution and license agreements with Qualipride International (“Qualipride”), Mr. Dong Yuejin and Mr. Guo Yuxiao related to stevia products for the Company. Under employment agreements related to the distribution and license agreements, Mr. Dong and Mr. Guo were entitled to receive an aggregate of 240,000 restricted shares of our common stock and warrants to purchase up to an aggregate of 440,000 shares of our common stock. 40,000 shares of our restricted common stock and warrants to purchase 80,000 shares of our common stock vested immediately, 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, and the balance of 100,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 160,000 shares of our common stock will vest once certain financial and operational milestones are achieved, as defined. For the year ending March 31, 2016, stock based compensation related to the vesting of these options was $182,072. For the year ending March 31, 2017, there was no stock-based compensation for these warrants. At March 31, 2016 and 2017, the accumulated amortization related to these vested warrants was $649,860. The distribution, license and employment agreements all terminated in August 2016. Twenty-five thousand (25,000) shares of the restricted common stock and warrants to purchase 293,332 shares of the Company’s common stock that were unvested as of the termination date of the agreements were cancelled. |
Commitments
Commitments | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 9. 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 in July 2017. We are unaware of the scope or timing of the SEC’s examination. As a result, we do not know how the SEC examination is proceeding, when the investigation will be concluded, or if we will become involved to a greater extent than providing documents and testimony to the SEC. We also are unable to predict what action, if any, might be taken in the future by the SEC or its staff as a result of the matters that are the subject to its investigation or what impact, if any, the cost of continuing to respond to subpoenas might have on our financial position, results of operations, or cash flows. We have not established any provision for losses in respect of this matter. Furthermore, it is possible that we currently are, or may hereafter become a target of the SEC’s investigation. As of March 31, 2017, we had accrued $60,000 in legal fees related to the SEC examination. |
Legal and Other Proceedings
Legal and Other Proceedings | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Other Proceedings | 7. LEGAL AND OTHER PROCEEDINGS 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 September 2018. As of December 31, 2017, we had accrued approximately $11,000 in legal fees related to the SEC examination. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 8. SUBSEQUENT EVENTS In February 2018, the Company issued a total of 75,000 shares of common stock to one consultant as payment for services and recorded expenses of $144,000 based on the fair value of the Company’s common stock at the issuance date. | 12. SUBSEQUENT EVENTS In April 2017, we issued 50,000 shares of our common stock to a consultant as compensation for services valued at $100,000. |
Business Operations and Summa19
Business Operations and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 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 nine months ended December 31, 2017, the Company incurred a net loss of $3,246,847 and used cash in operating activities of $2,180,055. 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 within one year after the date that these financial statements are issued. 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 December 31, 2017 we have sufficient funds to operate the business for the next nine months. In December 2017, the Company issued an aggregate of 933,332 shares of our common stock and warrants to purchase 466,667 shares of our common stock to certain investors for net proceeds of approximately $1,395,000 and in July 2017, the Company issued an aggregate of 666,667 shares of our common stock and warrants to purchase 333,334 shares 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. | 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 year ended March 31, 2017, the Company incurred a net loss of $5,219,380 and used cash in operating activities of $1,384,697. 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. 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, 2017 we will have sufficient funds to operate the business for the next 9 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. We do not have any 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, the Company has experienced recurring operating losses and negative operating cash flows, and 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. |
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 nine months ended December 31, 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. | 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. 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 assumptions used in the valuation of derivative liabilities and the valuation allowance for deferred tax assets. |
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 Company’s 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 customer’s 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 Company’s 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, 2017 and 2016, the allowance for doubtful accounts and returns and discounts was approximately $50,500 and $17,500, respectively. | |
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 $201,836 and $240,791 at December 31, 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. | 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 $240,791 and $401,127 at March 31, 2017 and 2016, 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 December 31, 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. | 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, 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. |
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. | |
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. | 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 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 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. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. 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: Nine months ended December 31, 2017 December 31, 2016 Options 3,216,710 2,427,488 Warrants 1,164,422 4,045,163 Total 4,381,132 6,472,651 | 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: March 31, 2017 2016 Options 2,820,489 907,500 Warrants 372,421 2,002,719 Total 3,192,910 2,910 219 |
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. | 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 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. | 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. 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 Summa20
Business Operations and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: Nine months ended December 31, 2017 December 31, 2016 Options 3,216,710 2,427,488 Warrants 1,164,422 4,045,163 Total 4,381,132 6,472,651 | 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, 2017 2016 Options 2,820,489 907,500 Warrants 372,421 2,002,719 Total 3,192,910 2,910 219 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Valuation Assumptions for Derivative Liabilities | At December 31, 2017 and March 31, 2017, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: December 31, 2017 March 31, 2017 Conversion feature: Risk-free interest rate 1.50-1.89 % 0.19 % Expected volatility 123 % 125 % Expected life (in years) .5 to 2.5 years 1 to 3 years Expected dividend yield — — Fair Value: Conversion feature $ 201,836 $ 240,791 | At March 31, 2017 and March 31, 2016, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing model with the following assumptions: March 31, 2017 March 31, 2016 Conversion feature: Risk-free interest rate 0.19 % 0.19-1.04 % Expected volatility 125 % 105.06-124.77 % Expected life (in years) 1 to 3 years .01 to 4 years Expected dividend yield - - Fair Value: Conversion feature $ 240,791 $ 401,127 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Nonvested Restricted Stock Unit Activity | The following table summarizes restricted common stock activity: Number of Shares Balance Non-vested shares, April 1, 2017 1,436,170 $ 718,085 Granted 200,000 362,000 Vested (718,085 ) (309,183 ) Forfeited — — Non-vested shares, December 31, 2017 918,085 $ 770,902 | The following table summarizes restricted common stock activity: Number of Shares Non-vested shares, April 1, 2015 208,333 Granted - Vested (39,167 ) Forfeited - Non-vested shares, April 1, 2016 169,166 Granted 1,436,170 Vested (2,500 ) Forfeited (166,666 ) Non-vested shares, March 31, 2017 1,436,170 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 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 nine months ended December 31, 2017 is as follows: Shares Weighted Average Exercise Price Balance outstanding at March 31, 2017 2,820,489 $ 1.27 Granted 470,000 1.76 Exercised — Expired (48,779 ) 0.55 Cancelled (25,000 ) 0.96 Balance outstanding at December 31, 2017 3,216,710 $ 1.39 Balance exercisable at December 31, 2017 1,584,083 $ 1.28 | A summary of the Company’s stock option activity during the fiscal years ended March 31, 2016 and 2017 is as follows: Shares Weighted Average Exercise Price Balance at April 1, 2015 632,500 $ 3.30 Granted 277,500 Exercised - Cancelled (2,500 ) Balance outstanding at March 31, 2016 907,500 $ 3.30 Granted 2,263,821 Exercised - Expired (285,000 ) Cancelled (65,832 ) Balance outstanding at March 31, 2017 2,820,489 $ 1.27 Balance exercisable at March 31,2017 965,626 $ 1.70 |
Schedule of Stock Options Outstanding and Exercisable | A summary of the Company’s stock options outstanding and exercisable as of December 31, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, December 31, 2017 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 100,000 $ 1.59 $ 1.59 370,000 $ 1.81 $ 1.81 647,500 $ 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 3,216,710 Options Exercisable, December 31, 2017 855,415 $ 0.50 $ 0.50 75,750 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 7,500 $ 1.50 $ 1.50 346,250 $ 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 1,584,083 | A summary of the Company’s stock options outstanding and exercisable as of March 31, 2017 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, March 31, 2017 1,710,821 $ 0.50 $ 0.50 153,000 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 10,000 $ 1.50 $ 1.50 647,500 $ 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 2,820,489 Options Exercisable, March 31, 2017 427,708 $ 0.50 $ 0.50 37,500 $ 0.96 $ 0.96 130,000 $ 1.00 $ 10.00 5,000 $ 1.50 $ 1.50 201,250 $ 2.00 – 2.79 $ 2.00 – 2.79 118,334 $ 3.10 – 3.80 $ 3.10 – 3.80 45,834 $ 4.00 – 4.70 $ 4.00 – 4.70 965,626 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Summary of Warrant Activity | At December 31, 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 800,001 2.00 Exercised — — Expired (8,000 ) $ 3.40 Balance outstanding and exercisable at December 31, 2017 1,164,422 $ 2.19 | A summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2016 and 2017 is as follows: Shares Weighted Average Exercise Price Balance outstanding at April 1, 2015 1,212,715 $ 3.70 Granted 1,290,006 3.19 Exercised - - Expired/Cancelled (500,002 ) - Balance outstanding at March 31, 2016 2,002,719 $ 3.50 Granted 7,950,000 0.17 Exercised (9,036,965 ) 0.58 Expired/Cancelled (543,333 ) 3.46 Balance outstanding at March 31, 2017 372,421 $ 2.79 Balance exercisable at March 31, 2017 372,421 $ 2.79 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows as of: March 31, 2017 2016 Deferred income tax assets: Net operating loss carryforwards $ 4,300,000 $ 3,630,000 Share-based compensation 3,245,000 2,540,000 Research credits 63,000 63,000 Other, net 40,000 40,000 Less: Valuation allowance (7,648,000 ) (6,273,000 ) Net deferred income tax assets (liabilities) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: Year Ended March 31, 2017 2016 Federal Statutory tax rate (34 )% (34 )% State tax, net of federal benefit (8 )% (5 )% (42 )% (39 )% Valuation allowance 42 % 39 % Effective tax rate - % - % |
Business Operations and Summa26
Business Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock split description | 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 | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Net loss | $ 1,241,973 | $ 2,499,974 | $ 3,246,847 | $ 4,105,232 | $ 5,219,380 | $ 141,325 |
Net cash used in operating activities | 2,180,055 | $ 883,627 | 1,384,697 | 1,685,841 | ||
Allowance for doubtful accounts receivable | 50,500 | 17,500 | ||||
Fair value of derivative liabilities | $ 201,836 | $ 201,836 | $ 240,791 | $ 401,127 | ||
Minimum [Member] | ||||||
Common stock, shares authorized | 525,000,000 | |||||
Maximum [Member] | ||||||
Common stock, shares authorized | 1,000,000,000 |
Business Operations and Summa27
Business Operations and Summary of Significant Accounting Policies (Details Narrative) 10-Q - USD ($) | Aug. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Net loss | $ 1,241,973 | $ 2,499,974 | $ 3,246,847 | $ 4,105,232 | $ 5,219,380 | $ 141,325 | |
Net cash used in operating activities | $ 2,180,055 | $ 883,627 | $ 1,384,697 | 1,685,841 | |||
Stock issued during period, shares, new issues | 2,650,000 | 2,650,000 | |||||
Warrants to purchase common stock | 7,950,000 | 466,667 | 466,667 | 293,332 | |||
Fair value of derivative liabilities | $ 201,836 | $ 201,836 | $ 240,791 | $ 401,127 | |||
December 2017 [Member] | Investors [Member] | |||||||
Stock issued during period, shares, new issues | 933,332 | ||||||
Warrants to purchase common stock | 466,667 | 466,667 | |||||
Proceeds from sale of common stock and warrants, net | $ 1,395,000 | ||||||
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 sale of common stock and warrants, net | $ 995,000 |
Business Operations and Summa28
Business Operations and Summary of Significant Accounting Policies - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive securities excluded from computation of earnings per share | 4,381,132 | 6,472,651 | 3,192,910 | 2,910,219 |
Options [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | 3,216,710 | 2,427,488 | 2,820,489 | 907,500 |
Warrant [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,164,422 | 4,045,163 | 372,421 | 2,002,719 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liabilities | $ 201,836 | $ 240,791 | $ 401,127 | $ 1,406,596 | |
Fair value of warrants issued with common stock, recorded as derivative liability | 1,694,651 | ||||
Increase (decrease) in derivative liabilities | $ 38,955 | 1,746,821 | (2,600,809) | ||
Extinguishment of derivative liability | $ 1,907,158 | $ 99,311 |
Derivative Liability (Details30
Derivative Liability (Details Narrative) 10-Q - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative liabilities | $ 201,836 | $ 240,791 | $ 401,127 | $ 1,406,596 |
Decrease in derivative liabilities | $ 38,955 | $ 1,746,821 | $ (2,600,809) |
Derivative Liability - Schedule
Derivative Liability - Schedule of Valuation Assumptions for Derivative Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Risk-free interest rate | 0.19% | |||
Expected volatility | 123.00% | 125.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Fair Value of Derivative Liability | $ 201,836 | $ 240,791 | $ 401,127 | $ 1,406,596 |
Minimum [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Risk-free interest rate | 1.50% | 0.19% | ||
Expected volatility | 105.06% | |||
Expected life (in years) | 6 months | 1 year | 4 days | |
Maximum [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Risk-free interest rate | 1.89% | 1.04% | ||
Expected volatility | 124.77% | |||
Expected life (in years) | 2 years 6 months | 3 years | 4 years |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Mar. 09, 2017USD ($)$ / sharesshares | Aug. 19, 2016shares | May 31, 2016USD ($)$ / sharesshares | May 31, 2015USD ($)Purchasers$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, new issues | shares | 2,650,000 | 2,650,000 | |||||||
Number of common stock issued during the period | $ 2,389,999 | $ 1,665,030 | $ (403,077) | ||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Number of shares called by exercise of warrants | shares | 7,950,000 | 466,667 | 293,332 | ||||||
Proceeds from sale of common stock and warrants, net | $ 2,389,999 | $ 165,030 | $ 1,665,030 | $ 1,291,574 | |||||
Exercise price of warrants | $ / shares | $ 2.19 | $ 2.79 | $ 3.50 | $ 3.70 | |||||
Stock based compensation expense vesting period | 1 year | ||||||||
Accumulated vested balance of stock | $ 310,710 | $ 611,216 | $ 449,280 | ||||||
Shares vested | $ 309,183 | 341,250 | 161,936 | ||||||
Stock-based compensation expense not yet recognized | $ 463,000 | $ 410,000 | |||||||
Stock-based compensation unvested compensation related to awards period | 2 years | 1 year 2 months 30 days | |||||||
Common stock issued for services | $ 313,676 | $ 659,101 | $ 276,000 | ||||||
Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, new issues | shares | 1,436,170 | ||||||||
Fair value of shares issued | $ 718,000 | ||||||||
Stock based compensation expense vesting period | 1 year 9 months | ||||||||
Director [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, new issues | shares | 1,436,170 | ||||||||
Fair value of shares issued | $ 718,000 | ||||||||
Stock based compensation expense vesting period | 1 year 9 months | ||||||||
Three Consultants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock issued for services, shares | shares | 184,968 | 552,500 | |||||||
Common stock issued for services | $ 313,676 | $ 659,101 | |||||||
Four Consultants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock issued for services, shares | shares | 114,816 | ||||||||
Common stock issued for services | $ 276,000 | ||||||||
Securities Purchase Agreement Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, new issues | shares | 2,650,000 | 500,000 | |||||||
Number of shares called by exercise of warrants | shares | 7,950,000 | 1,250,006 | |||||||
Proceeds from sale of common stock and warrants, net | $ 265,000 | $ 1,500,000 | |||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 3 | |||||||
Warrant expire date | Feb. 4, 2017 | ||||||||
Number of purchasers | Purchasers | 7 | ||||||||
Securities Purchase Agreement Warrants [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares called by exercise of warrants | shares | 40,000 | ||||||||
Exercise price of warrants | $ / shares | $ 4.50 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period, shares, new issues | shares | 1,500,000 | ||||||||
Number of common stock issued during the period | $ 1,500,000 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||
Shares issued price per share | $ / shares | $ 1 |
Stockholders' Equity (Details33
Stockholders' Equity (Details Narrative) 10-Q - USD ($) | Dec. 12, 2017 | Jul. 26, 2017 | Aug. 19, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued during period, shares, new issues | 2,650,000 | 2,650,000 | |||||
Warrants to purchase common stock | 7,950,000 | 466,667 | 293,332 | ||||
Price of per share value | $ 2.19 | $ 2.79 | $ 3.50 | $ 3.70 | |||
Accumulated vested balance of stock | $ 310,710 | $ 611,216 | $ 449,280 | ||||
Stock issued during period, value, new issues | $ 2,389,999 | 1,665,030 | (403,077) | ||||
Stock-based compensation unvested compensation related to awards period | 1 year | ||||||
Fair value of stock awards that vested | $ 309,183 | 341,250 | 161,936 | ||||
Stock-based compensation expense not yet recognized | 463,000 | 410,000 | |||||
Common stock issued for services | $ 313,676 | $ 659,101 | $ 276,000 | ||||
Officer and Director Member | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued during period, shares, new issues | 200,000 | ||||||
Stock issued during period, value, new issues | $ 362,000 | ||||||
Stock-based compensation unvested compensation related to awards period | 14 months | ||||||
Three Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock issued for services, shares | 184,968 | 552,500 | |||||
Common stock issued for services | $ 313,676 | $ 659,101 | |||||
Securities Purchase Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued during period, shares, new issues | 933,332 | 666,667 | |||||
Warrants to purchase common stock | 466,667 | 333,334 | |||||
Price of per share value | $ 1.50 | $ 1.50 | |||||
Proceeds from sale of common stock and warrants, net | $ 1,395,000 | $ 995,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Non-vested shares, Beginning Balance | 1,436,170 | 169,166 | 208,333 |
Granted | 200,000 | 1,436,170 | |
Vested | (718,085) | (2,500) | (39,167) |
Forfeited | (166,666) | ||
Non-vested shares, Ending Balance | 918,085 | 1,436,170 | 169,166 |
Non-vested shares, Beginning Balance | $ 718,085 | ||
Granted | 362,000 | ||
Vested | (309,183) | ||
Forfeited | |||
Non-vested shares, Ending Balance | $ 770,902 | $ 718,085 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 842,121 | $ 762,374 | $ 286,248 | |
Unamortized cost of outstanding stock-based awards | $ 801,000 | |||
Weighted average remaining vesting period | 2 years | |||
Number of stock options outstanding, shares | 3,216,710 | 2,820,489 | 907,500 | 632,500 |
Options outstanding, intrinsic value | $ 2,659,000 | $ 2,560,000 | ||
Number of option issued to purchase common stock | 470,000 | 2,263,821 | 277,500 | |
Exercise price, option granted | $ 1.76 | |||
Stock based compensation expense vesting period | 1 year | |||
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 1,718,262 | 1,375,000 | ||
Stock option expiration years | 10 years | 10 years | ||
Stock based compensation expense vesting period | 24 months | 24 months | ||
Stock option, volatility rate | 76.26% | |||
Stock option, discount rate | 2.19% | |||
Stock option, expected dividend rate | 0.00% | 0.00% | ||
Stock option, expected term | 6 years | 5 years | ||
Fair value of stock option grants | $ 1,045,000 | $ 233,000 | ||
Amortization of stock option | $ 305,000 | |||
Employees [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 0.50 | |||
Stock based compensation expense vesting period | 0 months | |||
Stock option, volatility rate | 126.34% | |||
Stock option, discount rate | 1.60% | |||
Employees [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 2.79 | |||
Stock based compensation expense vesting period | 36 months | |||
Stock option, volatility rate | 131.33% | |||
Stock option, discount rate | 2.45% | |||
Seven Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 545,559 | |||
Stock option expiration years | 10 years | |||
Stock based compensation expense vesting period | 24 months | |||
Stock option, expected dividend rate | 0.00% | |||
Stock option, expected term | 10 years | |||
Fair value of stock option grants | $ 830,000 | |||
Seven Consultants [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 0.50 | |||
Stock option, volatility rate | 126.34% | |||
Stock option, discount rate | 1.36% | |||
Seven Consultants [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 2.34 | |||
Stock option, volatility rate | 129.31% | |||
Stock option, discount rate | 2.40% | |||
Non Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 545,559 | |||
Fair value of stock option grants | $ 183,450 | |||
Amortization of stock option | $ 136,473 | |||
Five Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 140,000 | |||
Stock based compensation expense vesting period | 36 months | |||
Stock option, discount rate | 2.17% | |||
Stock option, expected dividend rate | 0.00% | |||
Stock option, expected term | 5 years | |||
Fair value of stock option grants | $ 131,000 | |||
Number of stock options vested during the period | 70,000 | |||
Five Consultants [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option expiration years | 3 years | |||
Stock option, volatility rate | 76.26% | |||
Five Consultants [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option expiration years | 10 years | |||
Stock option, volatility rate | 107.51% |
Stock Options (Details Narrat36
Stock Options (Details Narrative) 10-Q - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 470,000 | 2,263,821 | 277,500 | |
Exercise price, option granted | $ 1.76 | |||
Stock option vesting period | 1 year | |||
Stock-based compensation | $ 842,121 | $ 762,374 | $ 286,248 | |
Unamortized cost of outstanding stock-based awards | $ 1,497,000 | |||
Weighted average remaining vesting period | 2 years | 1 year 2 months 30 days | ||
Number of stock options outstanding, shares | 3,216,710 | 2,820,489 | 907,500 | 632,500 |
Options outstanding, intrinsic value | $ 2,659,000 | $ 2,560,000 | ||
Five Employees and Two Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 470,000 | |||
Stock option expiration years | 10 years | |||
Stock option, expected dividend rate | 0.00% | |||
Stock option, expected term | 6 years | |||
Fair value of stock option grants | $ 740,000 | |||
Five Employees and Two Directors [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 1.59 | |||
Stock option, volatility rate | 123.13% | |||
Stock option, discount rate | 2.33% | |||
Five Employees and Two Directors [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 1.81 | |||
Stock option, volatility rate | 124.88% | |||
Stock option, discount rate | 2.265% | |||
Two Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting period | 1 year | |||
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option issued to purchase common stock | 1,718,262 | 1,375,000 | ||
Stock option expiration years | 10 years | 10 years | ||
Stock option vesting period | 24 months | 24 months | ||
Stock option, volatility rate | 76.26% | |||
Stock option, discount rate | 2.19% | |||
Stock option, expected dividend rate | 0.00% | 0.00% | ||
Stock option, expected term | 6 years | 5 years | ||
Fair value of stock option grants | $ 1,045,000 | $ 233,000 | ||
Employees [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 0.50 | |||
Stock option vesting period | 0 months | |||
Stock option, volatility rate | 126.34% | |||
Stock option, discount rate | 1.60% | |||
Employees [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price, option granted | $ 2.79 | |||
Stock option vesting period | 36 months | |||
Stock option, volatility rate | 131.33% | |||
Stock option, discount rate | 2.45% |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Shares, beginning balance outstanding | 2,820,489 | 907,500 | 632,500 |
Shares, Granted | 470,000 | 2,263,821 | 277,500 |
Shares, Exercised | |||
Shares, Expired | (48,779) | (285,000) | |
Shares, Cancelled | (25,000) | (65,832) | (2,500) |
Shares, ending balance outstanding | 3,216,710 | 2,820,489 | 907,500 |
Shares, Balance exercisable | 1,584,083 | 965,626 | |
Weighted Average Exercise Price, beginning balance outstanding | $ 1.27 | $ 3.30 | $ 3.30 |
Weighted Average Exercise Price, Granted | 1.76 | ||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Expired | 0.55 | ||
Weighted Average Exercise Price, Cancelled | 0.96 | ||
Weighted Average Exercise Price, ending balance outstanding | 1.39 | 1.27 | $ 3.30 |
Weighted Average Exercise Price, Balance exercisable | $ 1.28 | $ 1.70 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 3,216,710 | 2,820,489 | 907,500 | 632,500 |
Weighted average exercise price, options outstanding | $ 1.39 | $ 1.27 | $ 3.30 | $ 3.30 |
Weighted average grant-date stock price, options outstanding | $ 1.76 | |||
Number of options exercisable | 1,584,083 | 965,626 | ||
Weighted average exercise price, options exercisable | $ 1.28 | $ 1.70 | ||
Stock Options One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 1,664,542 | 1,710,821 | ||
Weighted average exercise price, options outstanding | $ 0.50 | $ 0.50 | ||
Weighted average grant-date stock price, options outstanding | $ 0.50 | $ 0.50 | ||
Number of options exercisable | 855,415 | 427,708 | ||
Weighted average exercise price, options exercisable | $ 0.50 | $ 0.50 | ||
Weighted average grant-date stock price, options exercisable | $ 0.50 | $ 0.50 | ||
Stock Options Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 128,000 | 153,000 | ||
Weighted average exercise price, options outstanding | $ 0.96 | $ 0.96 | ||
Weighted average grant-date stock price, options outstanding | $ 0.96 | $ 0.96 | ||
Number of options exercisable | 75,750 | 37,500 | ||
Weighted average exercise price, options exercisable | $ 0.96 | $ 0.96 | ||
Weighted average grant-date stock price, options exercisable | $ 0.96 | $ 0.96 | ||
Stock Options Three [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 | $ 10 | $ 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 | $ 10 | $ 1 | ||
Weighted average grant-date stock price, options exercisable | $ 10 | $ 10 | ||
Stock Options Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 7,500 | 10,000 | ||
Weighted average exercise price, options outstanding | $ 1.50 | $ 1.50 | ||
Weighted average grant-date stock price, options outstanding | $ 1.50 | $ 1.50 | ||
Number of options exercisable | 7,500 | 5,000 | ||
Weighted average exercise price, options exercisable | $ 1.50 | $ 1.50 | ||
Weighted average grant-date stock price, options exercisable | $ 1.50 | $ 1.50 | ||
Stock Options Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 100,000 | 647,500 | ||
Weighted average exercise price, options outstanding | $ 1.59 | |||
Weighted average grant-date stock price, options outstanding | $ 1.59 | |||
Number of options exercisable | 346,250 | 201,250 | ||
Stock Options Five [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 | 2 | ||
Weighted average grant-date stock price, options exercisable | 2 | 2 | ||
Stock Options Five [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 | 2.79 | ||
Weighted average grant-date stock price, options exercisable | $ 2.79 | $ 2.79 | ||
Stock Options Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 370,000 | 123,334 | ||
Weighted average exercise price, options outstanding | $ 1.81 | |||
Weighted average grant-date stock price, options outstanding | $ 1.81 | |||
Number of options exercisable | 123,334 | 118,334 | ||
Stock Options Six [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 | 3.10 | ||
Weighted average grant-date stock price, options exercisable | 3.10 | 3.10 | ||
Stock Options Six [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 | 3.80 | ||
Weighted average grant-date stock price, options exercisable | $ 3.80 | $ 3.80 | ||
Stock Options Seven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 647,500 | 45,834 | ||
Number of options exercisable | 45,834 | 45,834 | ||
Stock Options Seven [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | $ 2 | $ 4 | ||
Weighted average grant-date stock price, options outstanding | 2 | 4 | ||
Weighted average exercise price, options exercisable | 4 | 4 | ||
Weighted average grant-date stock price, options exercisable | 4 | 4 | ||
Stock Options Seven [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, options outstanding | 2.79 | 4.70 | ||
Weighted average grant-date stock price, options outstanding | 2.79 | 4.70 | ||
Weighted average exercise price, options exercisable | 4.70 | 4.70 | ||
Weighted average grant-date stock price, options exercisable | $ 4.70 | $ 4.70 | ||
Stock Options Eight [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 123,334 | |||
Stock Options Eight [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 | |||
Stock Options Eight [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 | |||
Stock Options Nine[Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 45,834 | |||
Stock Options Nine[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 | |||
Number of options exercisable | 4 | |||
Stock Options Nine[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 | |||
Number of options exercisable | 4.70 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 31, 2016 | May 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 12, 2017 | Jul. 26, 2017 | Aug. 19, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares called by exercise of warrants | 293,332 | 466,667 | 7,950,000 | ||||||
Exercise price of warrants | $ 2.79 | $ 3.50 | $ 2.19 | $ 3.70 | |||||
Proceeds from warrant holders | $ 777,000 | ||||||||
Common stock issued upon exercise of warrants, shares | 4,750,590 | ||||||||
Class of warrant or right, unissued | 4,466,375 | ||||||||
Warrants exchanged for common stock | 3,618,672 | ||||||||
Aggregate intrinsic value of all outstanding and exercisable warrants | $ 0 | $ 0 | |||||||
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 | 1,250,006 | |||||||
Exercise price of warrants | $ 0.10 | $ 3 | |||||||
Warrant expiration date | Feb. 4, 2017 | ||||||||
Securities Purchase Agreement Warrants [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants | $ 3.50 | ||||||||
Warrant expiration period | 9 months | ||||||||
Securities Purchase Agreement Warrants [Member] | Maximum [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 | $ 4.50 | ||||||||
Warrant expiration period | 5 years | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares called by exercise of warrants | 466,667 | 333,334 | |||||||
Exercise price of warrants | $ 1.50 | $ 1.50 | |||||||
Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares called by exercise of warrants | 1,290,006 | ||||||||
Exercise price of warrants | $ 3 |
Warrants (Details Narrative) 10
Warrants (Details Narrative) 10-Q - $ / shares | 1 Months Ended | |||||
Dec. 31, 2017 | Jul. 31, 2017 | Mar. 31, 2017 | Aug. 19, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Warrants to purchase common stock | 466,667 | 293,332 | 7,950,000 | |||
Exercise price of warrants | $ 2.19 | $ 2.79 | $ 3.50 | $ 3.70 | ||
Warrant outstanding | 1,164,422 | 372,421 | 2,002,719 | 1,212,715 | ||
Investors [Member] | ||||||
Warrants to purchase common stock | 466,667 | 333,334 | ||||
Exercise price of warrants | $ 2 | $ 2 | ||||
Warrant expiration term | 3 years | 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 | 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. | ||||
Warrant outstanding | 1,164,422 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |||
Shares, Outstanding Beginning Balance | 372,421 | 2,002,719 | 1,212,715 |
Shares, Granted | 800,001 | 7,950,000 | 1,290,006 |
Shares, Exercised | (9,036,965) | ||
Shares, Expired/Cancelled | (8,000) | (543,333) | (500,002) |
Shares, Outstanding Ending Balance | 1,164,422 | 372,421 | 2,002,719 |
Shares, Exercisable Balance | 372,421 | ||
Weighted Average Exercise Price, Beginning Balance | $ 2.79 | $ 3.50 | $ 3.70 |
Weighted Average Exercise Price, Granted | 2 | 0.17 | 3.19 |
Weighted Average Exercise Price, Exercised | 0.58 | ||
Weighted Average Exercise Price, Expired/Cancelled | 3.40 | 3.46 | |
Weighted Average Exercise Price, Ending Balance | $ 2.19 | 2.79 | $ 3.50 |
Weighted Average Exercise Price, Exercisable Balance | $ 2.79 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Net operating loss carry forwards | $ 10,350,000 |
Expiration date | 2,037 |
Deferred tax assets, gross | $ 10,100,000 |
Liability for unrecognized tax benefits | $ 0 |
State [Member] | |
Expiration date | 2,037 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,300,000 | $ 3,630,000 |
Share-based compensation | 3,245,000 | 2,540,000 |
Research credits | 63,000 | 63,000 |
Other, net | 40,000 | 40,000 |
Less: Valuation allowance | (7,648,000) | (6,273,000) |
Net deferred income tax assets (liabilities) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory tax rate | (34.00%) | (34.00%) |
State tax, net of federal benefit | (8.00%) | (5.00%) |
Effective tax rate, gross | (42.00%) | (39.00%) |
Valuation allowance | 42.00% | 39.00% |
Effective tax rate |
Related Party Transactions an45
Related Party Transactions and Lease Obligations (Details Narrative) - USD ($) | May 16, 2014 | Apr. 23, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Operating Leased Assets [Line Items] | ||||||
Operating leases, net rent expense | $ 25,700 | $ 20,700 | $ 27,600 | $ 30,600 | ||
Accounts payable | $ 10,500 | |||||
Asset Purchase Agreement [Member] | Percipio Biosciences, Inc [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Payments to acquire property and equipment | $ 50,000 | |||||
Acquisition ownership, percentage | 20.00% | |||||
Carlson Lease [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Lease description | The Carlson Lease began on May 1, 2012 and was extended from May 1, 2017 to May 1, 2020. | |||||
Payments for rent per month | $ 2,300 | |||||
Lease expiration date | May 1, 2017 | |||||
Increase payment for rent per month | $ 2,600 | |||||
Security deposit | $ 1,500 |
Related Party Obligations (Deta
Related Party Obligations (Details Narrative) 10-Q - USD ($) | May 01, 2017 | Apr. 23, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Operating Leased Assets [Line Items] | ||||||
Operating leases, net rent expense | $ 25,700 | $ 20,700 | $ 27,600 | $ 30,600 | ||
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 |
Distribution and License Agre47
Distribution and License Agreements (Terminated August 2016) (Details Narrative) - USD ($) | Aug. 31, 2014 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Aug. 19, 2016 |
Number of restricted shares of our common stock | 25,000 | ||||
Warrants to purchase common stock | 466,667 | 293,332 | 7,950,000 | ||
Stock based compensation expense vesting period | 1 year | ||||
Stock based compensation related to vesting of options | $ 309,183 | $ 341,250 | $ 161,936 | ||
Stock-based compensation | $ 842,121 | 762,374 | 286,248 | ||
Accumulated amortization related to vested warrants | 649,860 | 649,860 | |||
Warrant [Member] | |||||
Stock-based compensation | $ 0 | ||||
Stock Option [Member] | |||||
Stock based compensation related to vesting of options | $ 182,072 | ||||
License Agreements [Member] | |||||
Warrants to purchase common stock | 200,000 | ||||
Number of warrants or shares vested | 100,000 | ||||
License Agreements [Member] | Maximum [Member] | |||||
Stock based compensation expense vesting period | 3 years | ||||
License Agreements [Member] | Minimum [Member] | |||||
Stock based compensation expense vesting period | 1 year | ||||
License Agreements [Member] | Mr. Dong and Mr. Guo [Member] | |||||
Number of restricted shares of our common stock | 240,000 | ||||
Warrants to purchase common stock | 80,000 | 160,000 | |||
Number of warrants or shares vested | 40,000 | ||||
License Agreements [Member] | Mr. Dong and Mr. Guo [Member] | Maximum [Member] | |||||
Warrants to purchase common stock | 440,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Aug. 19, 2016 | Mar. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued legal fees | $ 60,000 | |
Stock issued during period, shares, new issues | 2,650,000 | 2,650,000 |
Common stock issuable upon exercise of warrants | 7,950,000 |
Legal and Other Proceedings (De
Legal and Other Proceedings (Details Narrative) 10-Q - USD ($) | Aug. 19, 2016 | Mar. 31, 2017 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of shares of common stock | 2,650,000 | 2,650,000 | |
Common stock issuable upon exercise of warrants | 7,950,000 | 293,332 | 466,667 |
Accrued legal fees | $ 11,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Value of common shares issued for services | $ 313,676 | $ 659,101 | $ 276,000 | |
Subsequent Event [Member] | Consultant [Member] | ||||
Number of common shares issued for services | 50,000 | |||
Value of common shares issued for services | $ 100,000 |