Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 05, 2015 | Sep. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Mar-15 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Ruthigen, Inc. | ||
Entity Central Index Key | 1574235 | ||
Current Fiscal Year End Date | -28 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $13,572,764 | ||
Trading Symbol | RTGN | ||
Entity Common Stock, Shares Outstanding | 4,804,290 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Current Assets: | ||
Cash | $10,357,000 | $15,571,000 |
Prepaid expenses and other current assets | 166,000 | 3,000 |
Total Current Assets | 10,523,000 | 15,574,000 |
Property and equipment, net | 157,000 | 2,000 |
Total Assets | 10,680,000 | 15,576,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 635,000 | 410,000 |
Payable to Former Parent | 0 | 537,000 |
Total Current Liabilities | 635,000 | 947,000 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 500,000 shares authorized; no shares issued and outstanding at March 31, 2015 and 2014, respectively | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,804,290 and 4,650,000 shares issued and outstanding at March 31, 2015 and 2014, respectively | 480 | 465 |
Additional paid-in capital | 20,404,520 | 18,297,535 |
Accumulated deficit | -10,360,000 | -3,669,000 |
Total Stockholders' Equity | 10,045,000 | 14,629,000 |
Total Liabilities and Stockholders' Equity | $10,680,000 | $15,576,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 4,804,290 | 4,804,290 |
Common Stock, Shares, Outstanding | 4,650,000 | 4,650,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | $0 | $0 |
Operating Expenses | ||
Research and development | 2,178,000 | 1,382,000 |
Selling, general and administrative | 4,530,000 | 1,736,000 |
Total Operating Expenses | 6,708,000 | 3,118,000 |
Loss From Operations | -6,708,000 | -3,118,000 |
Other Income | ||
Interest income | 17,000 | 0 |
Total Other Income | 17,000 | 0 |
Net Loss | ($6,691,000) | ($3,118,000) |
Net Loss Per Share | ||
Basic and Diluted (in dollars per share) | ($1.39) | ($1.53) |
Weighted Average Number of Common Shares Outstanding | ||
Basic and Diluted (in shares) | 4,823,907 | 2,036,301 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Mar. 31, 2013 | $47,000 | $200 | $597,800 | ($551,000) |
Balance (in shares) at Mar. 31, 2013 | 2,000,000 | |||
Investment From Former Parent | 1,679,000 | 0 | 1,679,000 | 0 |
Shares and warrants issued for cash in connection with initial public offering | 16,021,000 | 265 | 16,020,735 | 0 |
Shares and warrants issued for cash in connection with initial public offering (in shares) | 2,650,000 | |||
Net loss | -3,118,000 | 0 | 0 | -3,118,000 |
Balance at Mar. 31, 2014 | 14,629,000 | 465 | 18,297,535 | -3,669,000 |
Balance (in shares) at Mar. 31, 2014 | 4,650,000 | |||
Shares issued for cash in connection with underwriter's exercise of overallotment, net | 1,028,000 | 15 | 1,027,985 | 0 |
Shares issued for cash in connection with underwriter's exercise of overallotment, net (in shares) | 154,290 | |||
Stock-based compensation | 1,079,000 | 0 | 1,079,000 | 0 |
Net loss | -6,691,000 | 0 | 0 | -6,691,000 |
Balance at Mar. 31, 2015 | $10,045,000 | $480 | $20,404,520 | ($10,360,000) |
Balance (in shares) at Mar. 31, 2015 | 4,804,290 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Cash Flows From Operating Activities | ||||
Net loss | ($6,691,000) | ($3,118,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 1,000 | 2,000 | ||
Stock-based compensation | 1,079,000 | 0 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | -163,000 | 1,000 | ||
Accounts payable and accrued expenses | 388,000 | 146,000 | ||
Net Cash Used in Operating Activities | -5,386,000 | -2,969,000 | ||
Cash Flows From Investing Activities | ||||
Purchases of property and equipment | -156,000 | 0 | ||
Net Cash Used in Investing Activities | -156,000 | 0 | ||
Cash Flows From Financing Activities | ||||
Advances from Former Parent | 0 | 1,453,000 | ||
Repayment of Former Parent advances | -537,000 | -916,000 | ||
Proceeds from issuance of common stock and warrants less issuance costs | 865,000 | [1] | 16,228,000 | [1] |
Investment from Former Parent | 0 | 1,679,000 | ||
Net Cash Provided by Financing Activities | 328,000 | 18,444,000 | ||
Net (Decrease) Increase In Cash | -5,214,000 | 15,475,000 | ||
Cash - Beginning | 15,571,000 | 96,000 | ||
Cash - Ending | $10,357,000 | $15,571,000 | ||
[1] | During the year ended March 31, 2015, gross proceeds from the initial public offering of $1,117,000 less $252,000 of offering costs, of which $89,000 was withheld from the proceeds and $163,000 was paid in cash that was previously accrued at March 31, 2014. During the year ended March 31, 2014, gross proceeds from the initial public offering of $19,216,000 less $3,195,000 of offering costs, of which $2,826,000 was withheld from the proceeds, $206,000 was paid in cash (including $44,000 paid during the fiscal year ended March 31, 2013) and $163,000 was accrued as of March 31, 2014. |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS [Parenthetical] (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Gross Proceeds From Issuance Of Common Stock And Warrants | $1,117,000 | $19,216,000 | |
Offering Cost | 252,000 | 3,195,000 | |
Offering Cost Withheld From The Proceeds | 89,000 | 2,826,000 | |
Payments of Stock Issuance Costs | 163,000 | 206,000 | 44,000 |
Accrued Offering Costs | $163,000 |
Organization_and_Plan_of_Merge
Organization and Plan of Merger | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization and Plan of Merger |
Organization | |
Ruthigen, Inc. (the “Company” or “Ruthigen”) was incorporated under the laws of the State of Nevada on January 18, 2013. The Company was reincorporated from Nevada to Delaware on September 25, 2013. The Company’s principal office is located in Santa Rosa, California. Ruthigen is a biopharmaceutical company focused on pioneering new hypochlorus acid, or HOCl, based therapies designed to improve patient outcomes and reduce healthcare costs associated with infections related to post-operative invasive procedures. | |
The Company closed its initial public offering (“IPO”) on March 26, 2014, pursuant to which an aggregate of 2,650,000 units were sold at a price of $7.25 per unit. Prior to the IPO, the Company was a wholly-owned subsidiary of Oculus Innovative Sciences, Inc. (“Oculus” or “Former Parent”). See Note 7 – Stockholders’ Equity – Initial Public Offering for additional details. | |
Agreement and Plan of Merger | |
On March 13, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pulmatrix Inc. (“Pulmatrix”), a privately held biopharmaceutical company focused on the discovery, development, and commercialization of inhalable therapeutics and enabling technologies that treat and control respiratory infectious diseases. The Merger Agreement provides for the merger of Pulmatrix with and into Ruthigen Merger Corp., with Pulmatrix continuing after the merger as the surviving corporation and a wholly owned subsidiary of Ruthigen (the “Merger”). See Note 6 – Commitments and Contingencies – Agreement and Plan of Merger for additional details. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies | |||||||
Liquidity and Financial Condition | ||||||||
The Company incurred net losses of $6,691,000 and $3,118,000 for the years ended March 31, 2015 and 2014, respectively. At March 31, 2015, the Company’s working capital and accumulated deficit were $9,888,000 and $10,360,000, respectively. The Company has not yet achieved profitability and it is expected that its research and development and general and administrative expenses will continue to increase and, as a result, the Company will eventually need to generate significant product revenues to achieve profitability. | ||||||||
The Company believes that its existing cash, which includes the proceeds from its IPO, will be sufficient to fund its stand-alone operations through the quarter ending June 30, 2016. However, in order for the Company to execute its research and development strategy and to obtain the necessary regulatory approvals to commercialize RUT58-60 as a drug in the United States, the Company will need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means. The Company has not secured any commitment for new financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash. See Note 6 – Commitments and Contingencies – Agreement and Plan of Merger. | ||||||||
Principles of Consolidation | ||||||||
The consolidated financial statements of the Company include the accounts of its wholly-owned subsidiary, Ruthigen Merger Corp., which was incorporated in the state of Delaware on March 2, 2015. All significant intercompany transactions have been eliminated in the consolidation. See Note 6 – Commitments and Contingencies – Agreement and Plan of Merger. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U. S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates and assumptions include stock-based compensation, the valuation allowance related to the Company’s deferred tax assets and the expense allocations relating to the Company’s operations prior to its deconsolidation from its Former Parent on March 26, 2014. | ||||||||
Concentration of Credit Risk | ||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk include amounts held as cash. Cash is maintained in financial institutions located in the United States. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. | ||||||||
Fair Value of Financial Assets and Liabilities | ||||||||
Financial instruments, including cash, accounts payable and accrued expenses are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. | ||||||||
The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: | ||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities. | ||||||||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. | ||||||||
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions). | ||||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service date. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Depreciation of leasehold improvements is computed using the straight-line method over the lesser of the estimated useful life of the improvement or the remaining term of the lease. Estimated useful asset life by classification is as follows: | ||||||||
Years | ||||||||
Office equipment | 3 | |||||||
Medical equipment | 5 | |||||||
Furniture and fixtures | 7 | |||||||
Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred. | ||||||||
Impairment of Long-Lived Assets | ||||||||
The Company periodically reviews the carrying values of its long-lived assets when events or changes in circumstances would indicate that it is more likely than not that their carrying values may exceed their realizable values, and records impairment charges when considered necessary. Specific potential indicators of impairment include, but are not necessarily limited to: | ||||||||
• | a significant decrease in the fair value of an asset; | |||||||
• | a significant change in the extent or manner in which an asset is used or a significant physical change in an asset; | |||||||
• | a significant adverse change in legal factors or in the business climate that affects the value of an asset; | |||||||
• | an adverse action or assessment by the U.S. Food and Drug Administration or another regulator; | |||||||
• | an accumulation of costs significantly in excess of the amount originally expected to acquire or construct an asset; and operating or cash flow losses combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with an income-producing asset. | |||||||
When circumstances indicate that an impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. In estimating these future cash flows, assets and liabilities are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other such groups. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, will be recognized. The cash flow estimates used in such calculations are based on estimates and assumptions, using all available information that management believes is reasonable. | ||||||||
Stock-Based Compensation | ||||||||
The Company accounts for share-based awards exchanged for employee and director services at the estimated grant date fair value of the award. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company estimates the fair value of restricted stock and restricted stock units (“RSUs”) based upon the closing market price of the Company’s common stock on the date the award is granted. The Company amortizes the fair value of employee awards on the straight-line basis over the requisite service period of the awards. Stock-based compensation expense includes the impact of an estimate for forfeitures for all stock awards. The Company recognizes stock-based compensation expense for awards with performance conditions if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjusts stock-based compensation expense based on its probability assessment. | ||||||||
The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the requisite service period. | ||||||||
Research and Development | ||||||||
Research and development expense is charged to operations as incurred and consists primarily of personnel expenses, clinical and regulatory services and supplies. | ||||||||
Net Loss per Share | ||||||||
The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. | ||||||||
The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Options | 315,836 | - | ||||||
Warrants | 3,145,650 | 3,140,250 | ||||||
Restricted stock units | 324,047 | - | ||||||
Total | 3,785,533 | 3,140,250 | ||||||
Income Taxes | ||||||||
The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | ||||||||
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. | ||||||||
Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s consolidated financial statements. A tax benefit from an uncertain tax position is only recognized 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 consolidated 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 resolution. Uncertain tax positions have had no impact on the Company’s consolidated financial condition, results of operations or cash flows. | ||||||||
Recent Accounting Pronouncements | ||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The guidance, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company does not believe adoption of this ASU will have a material effect on its consolidated financial statements. | ||||||||
Subsequent Events | ||||||||
Management has evaluated subsequent events or transactions occurring through the date these consolidated financial statements were issued. See Note 10 – Subsequent Events. | ||||||||
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||||
Disclosure Of Prepaid Expenses And Other Current Assets [Text Block] | Note 3. Prepaid Expenses and Other Current Assets | |||||||
Prepaid expenses and other current assets consists of the following: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Prepaid insurance | $ | 12,000 | $ | - | ||||
Clinical testing and other deposits | 114,000 | 1,000 | ||||||
Prepaid rent | 2,000 | 2,000 | ||||||
Other prepaid expenses and current assets | 38,000 | - | ||||||
Total | $ | 166,000 | $ | 3,000 | ||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 4. Property and Equipment | |||||||
Property and equipment consists of the following: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Office equipment | $ | 4,000 | $ | 4,000 | ||||
Medical equipment | 156,000 | - | ||||||
160,000 | 4,000 | |||||||
Less: accumulated depreciation and amortization | -3,000 | -2,000 | ||||||
Property and equipment, net | $ | 157,000 | $ | 2,000 | ||||
Depreciation expense amounted to $1,000 and $2,000 for the years ended March 31, 2015 and 2014, respectively. Depreciation expense is reflected in selling, general and administrative expenses in the consolidated statements of operations. As of March 31, 2015, the Company’s medical equipment had not been placed into service and, as a result, the Company had not begun depreciating the assets. | ||||||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 5. Accounts Payable and Accrued Expenses | |||||||
Accounts payable and accrued expenses consist of the following: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Accrued employee compensation | $ | 92,000 | $ | 109,000 | ||||
Accrued director compensation | 43,000 | 50,000 | ||||||
Accrued legal fees | 144,000 | 183,000 | ||||||
Accrued other professional fees | 50,000 | 45,000 | ||||||
Accrued research and development fees | 128,000 | 9,000 | ||||||
Accrued franchise taxes | 146,000 | - | ||||||
Other accrued expenses | 32,000 | 14,000 | ||||||
Total | $ | 635,000 | $ | 410,000 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 6. Commitments and Contingencies |
Agreement and Plan of Merger | |
On March 13, 2015, the Company entered into the Merger Agreement with Pulmatrix, a privately held biopharmaceutical company focused on the discovery, development, and commercialization of inhalable therapeutics and enabling technologies that treat and control respiratory infectious diseases, which provides for the merger of Pulmatrix with and into Ruthigen Merger Corp., with Pulmatrix continuing after the merger as the surviving corporation and a wholly owned subsidiary of Ruthigen (the “Merger”). | |
Subject to the terms and conditions of the Merger Agreement, on a pro forma basis, based upon the number of shares of Ruthigen common stock to be issued in the Merger, following the closing of the Merger, current Pulmatrix stockholders and their designees will own approximately 83% of the combined company and current Ruthigen stockholders and their designees will own approximately 17% of the combined company. | |
The Company’s and Pulmatrix’s obligations to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions, including, among others, obtaining the requisite approvals of the stockholders of Ruthigen and Pulmatrix, including the approval of the issuance of the shares of common stock of Ruthigen to be issued in connection with the Merger and the charter amendments by the stockholders of Ruthigen, and the effectiveness of a registration statement on Form S-4 relating to the shares of Ruthigen common stock to be issued to Pulmatrix stockholders pursuant to the Merger Agreement. Ruthigen is required to have unrestricted cash on hand, net of outstanding liabilities, at closing of at least (a) $9,000,000, if the Merger closing date is no later than July 31, 2015 or (b) $8,850,000, if the Merger closing date is after July 31, 2015 but no later than August 13, 2015. In order to meet the cash minimum requirements, the Company engaged a placement agent in anticipation of an offering prior to the closing of the Merger, although no assurance can be provided that an offering will be completed. See Note 6 – Commitments and Contingencies – New Consulting Agreements. On May 4, 2015, the registration statement on Form S-4 became effective. | |
Although Ruthigen is the legal acquirer and will issue shares of its common stock to effect the merger with Pulmatrix, the business combination will be accounted for as a reverse acquisition of Ruthigen by Pulmatrix under GAAP. Under the “acquisition” method of accounting, the assets and liabilities of Ruthigen will be recorded, as of the completion of the merger, at their respective fair values in the financial statements of Pulmatrix. The financial statements of Pulmatrix issued after the completion of the merger will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Ruthigen. | |
As a result of the Merger, certain RSUs and stock options will become fully-vested as a result of change of control provisions in the original award agreements. In addition, pursuant to the Merger Agreement, the Company will issue an aggregate of 90,000 shares of common stock to an employee and a director of the Company. | |
The following other merger-related agreements have been disclosed in: (i) Note 6 – Commitments and Contingencies – New Employment Agreements, (ii) Note 6 – Commitments and Contingencies – New Consulting Agreements, (iii) Note 6 – Commitments and Contingencies – Oculus Side Letter Agreement, (iv) Note 7 – Stockholders’ Equity – New 2013 Plan. | |
Employment Agreements | |
On August 12, 2013, the compensation committee of Oculus approved the grant of a one-time cash bonus of $158,000 to the Company’s Chief Executive Officer (“CEO”) in order to recognize the CEO’s efforts related to the preparation and filing of the Company’s registration statement on Form S-1 for its IPO. | |
On June 24, 2014, the compensation committee of the Company’s board of directors approved an employment agreement for its Chief Financial Officer (“CFO”), which replaced the offer letter previously in effect between the Company and the CFO. The employment agreement continues to provide for an annual base salary of $225,000, subject to increase, as determined by the Company’s board of directors. The employment agreement further provides for payments to the CFO in the event of termination without cause or resignation by the CFO for good reason, as such terms are defined in the employment agreement. In the event that the CFO is terminated without cause or resigns for good reason, the CFO is entitled to: (i) a lump severance payment equal to 18 times the average monthly base salary paid to the CFO over the preceding 12 months; (ii) up to one year (the lesser of one year following the date of termination or until the CFO becomes eligible for medical insurance coverage provided by another employer) reimbursement for health care premiums under COBRA; and (iii) automatic vesting of all unvested options and other equity awards; provided that in the event the CFO resigns for good reason prior to a change of control, only the vesting of the restricted stock units granted by the Company on May 12, 2014 shall be accelerated. In addition, if the Company consummates a change of control, all equity awards granted by the Company that are then-outstanding and unvested shall become fully vested and exercisable immediately prior to and subject to the consummation of the change of control. In addition, the Company will reimburse the CFO for any excise taxes owed by the CFO under Section 280G and Section 4999 of the Internal Revenue Code because of any acceleration of the equity awards (including a gross up of any additional federal, state and local taxes payable as a result of the reimbursement of the tax payments). | |
On November 28, 2014, the compensation committee of the Company’s board of directors approved an amended and restated employment agreement for its CEO, which supersedes the employment agreement previously in effect between the Company and the CEO. The prior employment agreement went into effect when the Company was a wholly-owned subsidiary of Oculus, and the CEO was the Chairman of the board of directors of Oculus. The employment agreement primarily removes all references to Oculus and other legacy references related to Ruthigen being a subsidiary of Oculus. | |
The employment agreement continues to provide for an annual base salary of $375,000 to the CEO, subject to increase, as determined by the Company’s board of directors. The employment agreement further provides for payments to the CEO in the event of termination without cause or resignation by the CEO for good reason, as such terms are defined in the employment agreement. In the event that the CEO is terminated without cause or resigns for good reason, the CEO is entitled to: (i) a lump severance payment equal to 24 times the average monthly base salary paid to the CEO over the preceding 12 months; (ii) up to one year (the lesser of one year following the date of termination or until the CEO becomes eligible for medical insurance coverage provided by another employer) reimbursement for health care premiums under COBRA; and (iii) automatic vesting of all unvested options and other equity awards. In addition, if the Company consummates a change of control, all equity awards granted by the Company that are then-outstanding and unvested shall become fully vested and exercisable immediately prior to and subject to the consummation of the change of control. In addition, the Company will reimburse the CEO for any excise taxes owed by the CEO under Section 280G and Section 4999 of the Internal Revenue Code because of any acceleration of the equity awards (including a gross up of any additional federal, state and local taxes payable as a result of the reimbursement of the tax payments). Furthermore, the Company will reimburse the CEO for relocation expenses if the Company’s principal executive offices are moved or the CEO is required to relocate, subject to certain conditions. | |
Receipt of the termination benefits described above is contingent on the CEO’s execution of a general release of claims against the Company, its subsidiaries and its affiliates; the CEO’s resignation from any and all directorships and every other position held by the CEO with the Company and each of its subsidiaries; and the CEO’s return to the Company and its affiliates or the Company Group (as such term is defined in the employment agreement), of all property belonging to the Company Group, received from or on account of the Company Group, or any other entity of the Company Group, or any of the Company Group’s respective affiliates by the CEO. In addition, the CEO is not entitled to such benefits if the CEO does not comply with the non-competition, invention assignment, confidentiality, non-solicitation provisions of the employment agreement. | |
As of March 31, 2015, the potential cash severance payment related to the Company’s employment agreements currently in effect with its CEO and CFO amounted to $1,144,000. | |
New Employment Agreements | |
On March 12, 2015, in connection with the Merger Agreement, the Ruthigen board of directors approved that, as of the effective time of the merger, each of the CEO and the CFO will receive cash and restricted stock units, further discussed below, from Ruthigen as consideration for the termination of outstanding stock options and restricted stock units held by them and for their continued provision of services after the merger and for the one-year non-competition provisions in their new employment agreement. | |
If the Merger is approved by the respective stockholders, the CEO and CFO will terminate their current employment agreements with Ruthigen dated November 28, 2014 and June 24, 2014, respectively. At such time, the New Employment Agreement with the CEO and the New Employment Agreement with the CFO will each become effective. Additionally, lock-up agreements and cancellation agreements between Ruthigen and the CEO and CFO with respect to the cancellation of outstanding stock options and restricted stock units immediately prior to the merger will become effective. If the Merger is not approved by the respective stockholders, the current employment agreements with each of the CEO and CFO will remain in effect and the lock-up agreements and cancellation agreements will not become effective. | |
At the effective time of the merger, any and all outstanding stock options and restricted stock units previously granted to the CEO will be terminated in exchange for (i) a lump-sum payment in the amount of $547,600, less taxes and other withholdings and (ii) a lump-sum equivalent to the CEO’s premiums under COBRA for one year, in the same amounts for the same medical coverage as in effect as of the effective time of the merger. | |
The CEO shall also receive a grant of restricted stock units, pursuant to Ruthigen’s 2013 Employee, Director and Consultant Equity Incentive Plan, equal to the lesser of (i) 930,000 and (ii) the quotient of $3,125,000 divided by the fair market value of the common stock of the combined company as of the effective time of the merger, with such restricted stock units vesting as follows: (i) a number of restricted stock units equal to the lesser of (a) 930,000 and (b) such number of restricted stock units with an aggregate value equal to $1,400,000 shall be fully vested at the effective time of the merger and (ii) an amount equal to 25% of the restricted stock units unvested as of the effective time of the merger will vest on a quarterly basis over the following twelve months. The shares of Ruthigen common stock underlying the vested restricted stock units at the effective time of the merger will be delivered to the CEO on the first trading day following the first anniversary of the effective time of the merger, and the shares of Ruthigen common stock underlying the restricted stock units that will vest on a quarterly basis thereafter will be delivered on the first trading day following the 15, 18, 21 and 24 month anniversary of the effective time of the merger, respectively. The shares are subject to lock-up and leak out provisions that limit sales of these shares during the six month period following the delivery of any shares associated with vested restricted stock units, except to the extent necessary to cover tax liabilities associated with receipt of these shares. | |
At the effective time of the merger, any and all outstanding stock options and restricted stock units previously granted to the CFO will be terminated in exchange for (i) a lump-sum payment in the amount of $337,500, less taxes and other withholdings and (ii) a lump-sum equivalent to the CFO’s premiums under COBRA for one year, in the same amounts for the same medical coverage as in effect as of the effective time of the merger. | |
The CFO shall also receive a grant of restricted stock units, pursuant to Ruthigen’s 2013 Employee, Director and Consultant Equity Incentive Plan, equal to the lesser of (i) 355,000 and (ii) the quotient of $1,037,500 divided by the fair market value of the common stock of the combined company as of the effective time, with such restricted stock units vesting as follows: (i) a number of restricted stock units equal to the lesser of (a) 355,000 and (b) such number of restricted stock units with an aggregate value equal to $250,000 shall be fully vested at the effective time of the merger and (ii) an amount equal to 25% of the restricted stock units unvested as of the effective time of the merger will vest on a quarterly basis over the following twelve months. The shares of Ruthigen common stock underlying the vested restricted stock units at the effective time of the merger will be delivered to the CFO on the first trading day following the first anniversary of the effective time of the merger, and the shares of Ruthigen common stock underlying the restricted stock units that will vest on a quarterly basis thereafter will be delivered on the first trading day following the 15, 18, 21 and 24 month anniversary of the effective time of the merger, respectively. The shares are subject to lock-up and leak out provisions that limit sales of these shares during the six month period following the delivery of any shares associated with vested restricted stock units, except to the extent necessary to cover tax liabilities associated with receipt of these shares. | |
New Consulting Agreements | |
On March 3, 2015, the Company executed an agreement with an investment banking firm to provide pre-merger strategic services, in exchange for the issuance of 340,000 shares of common stock upon effectiveness of the merger, as a success fee. | |
On March 10, 2015, the Company executed an agreement with an individual to provide post-merger investor relations services for one year, in exchange for the issuance of 250,000 shares of common stock upon effectiveness of the Merger. | |
The Company will account for the common stock upon issuance of the shares. | |
License and Supply Agreement | |
The Company entered into a license and supply agreement with Oculus which was effective upon the completion of theIPO, pursuant to which Oculus has agreed to exclusively license certain of its proprietary technology to the Company to enable the Company’s research, development and commercialization of newly discovered RUT58-60 and any improvements to it (the “Product”) in the United States, Canada, the European Union and Japan (collectively, the “Territory”) in certain invasive uses in humans (the “Field”) which do not include dermatologic uses or uses for ophthalmic, sinusitis or otic indications. | |
In order to pay for the costs of development of the Product, Ruthigen obtained financing from Oculus until the IPO was completed. Under the agreement, the Company’s right to commercialize the Product in the Field in the Territory is exclusive and shall be performed in accordance with the development and commercialization plan set forth in the agreement (which may be modified by the Company’s discretion), and Oculus shall manufacture and supply, at a purchase price equal to 20% over the cost of goods to Oculus, the Product as and when the Company requests. In addition, the Company has the right to purchase certain manufacturing equipment from Oculus at a purchase price equal to a fixed percentage over the cost of the equipment to Oculus, so that the Company may manufacture the Product independently. | |
Under the license and supply agreement, the Company will be required to make a total of $8 million of milestone payments to Oculus over the next several years for the first Product only, as follows: $1.5 million upon the completion of last patient enrollment in the Phase 1/2 clinical trial, $1.5 million upon the completion of last patient enrollment of the Company’s first pivotal trial, $3 million upon completion of the first meeting with the FDA following completion of the Company’s first pivotal clinical trial, and $2 million upon first patient enrollment in the second pivotal clinical trial. In addition, as further consideration under the agreement, the Company will be required to make royalty payments to Oculus based on its annual net sales of the Product from the date of first commercial sale to the date that the Company ceases to commercialize the Product, which percentage royalty rate will vary between 3% and 20% and will increase based on various net sales thresholds and will differ depending on the country in which the sales are made. The Company will accrue for the milestone payment liability if and when the Company determines that the achievement of such conditions is probable. As of March 31, 2015, the Company has not accrued for any portion of the milestone payments. | |
The agreement contains representations and warranties of the parties regarding its enforceability, no conflict with agreements to which the parties are bound, and no violations of law, and representations of Oculus that it has not granted any other license with respect to the Product for use in the Field in the Territory. The Company has agreed to indemnify Oculus with respect to third party claims arising from the Company’s development, commercialization or manufacture of the Product in the Field in the Territory with certain exceptions, and the Company and Oculus have each agreed to indemnify the other with respect to third party claims arising from their respective inaccuracy and/or breach of representations and warranties or negligence or willful misconduct. Either party may terminate the agreement for an uncured material breach, but only after undergoing a dispute resolution process. In addition, either party may terminate the agreement if the other party ceases to do business, makes an assignment for the benefit of creditors or voluntarily files, fails to contest an involuntary filing or is adjudicated bankrupt or insolvent under bankruptcy, insolvency, receivership or similar law. | |
See Note 6 – Commitments and Contingencies – Oculus Side Letter Agreement for additional details. | |
Shared Services Agreement | |
The Company entered into a shared services agreement with Oculus which was effective upon the completion of the IPO, pursuant to which Oculus will provide Ruthigen with general services, including general accounting and human resources, until the termination of agreement. Additionally, Oculus will permit the Company to access its Petaluma, California and Seattle, Washington facilities during normal business hours (subject to certain exceptions) and for the purposes described in the shared services agreement. | |
Oculus shall also provide the Company with consulting and technical services. Such services shall be billable at the hourly or fixed monthly rate as set forth in the shared services agreement, which is subject to change based upon mutual written agreement between Oculus and Ruthigen. After the completion of the IPO, the Company agreed to pay invoices generated by Oculus within thirty days of receipt thereof. The costs incurred by the Company in connection with the shared services agreement were not material. | |
On March 5, 2015, the Company received a written notice from Oculus of termination of the shared services agreement, effective on April 6, 2015. | |
See Note 6 – Commitments and Contingencies – Oculus Side Letter Agreement for additional details. | |
Separation Agreement | |
The Company has entered into a separation agreement with Oculus that contains key provisions relating to the ongoing relationship with Oculus following the completion of the IPO. The separation agreement became effective upon the completion of the IPO and terminates on the earlier of 8.5 years following the closing of the IPO or when the parties mutually agree to terminate it. The separation agreement also contains a series of restrictions on Oculus’ ability to transfer the Ruthigen shares that Oculus owns. Oculus is restricted from transferring any of the Ruthigen shares it owns during the first year (the “Lock-Up Period”) immediately following the IPO unless it receives consent to do so from the Company’s Board of Directors and the lead underwriter in the Company’s IPO. | |
Following the Lock-Up Period, transfers by Oculus of the Ruthigen shares it owns must be conducted with the consent of the board of directors or within the prescribed requirements for such transfers set forth in the separation agreement. These prescribed requirements include that the transfers must be in private placement transactions, the purchase price discount may not exceed certain percentages depending on the transferee, the amount of shares transferred in a given transfer (or series of transfers comprising a single transaction) may not exceed the greater of 5% of the Company’s outstanding shares or $1,500,000 in net proceeds to Oculus, as well as certain other requirements set forth in the separation agreement. In addition to the manner described above, if, following a minimum of 41.5 months following the closing of the IPO have lapsed and Oculus has not consummated transfers of the Ruthigen shares it owns resulting in at least $3.8 million in net proceeds to Oculus, then Oculus has a one-time transfer and registration right to transfer the Ruthigen shares it owns in an amount equal to the difference between $3.8 million and the proceeds received by Oculus from prior transfers as of the time Oculus elects to exercise its one-time right. Transfers conducted using this one-time right must be conducted with the consent of the Company’s board of directors or within the prescribed requirements for such transfers set forth in the separation agreement, including, for example, that the purchase price discount may not exceed certain percentages, the amount of shares transferred may not exceed $3,800,000 in net proceeds to Oculus, as well as certain other requirements set forth in the separation agreement. The separation agreement provides Oculus with certain “piggy back” registration rights of up to 30% of the value of the securities the Company registers after the lock-up period, if the Company proposes to register any of its common stock following the completion of the IPO, subject to certain conditions and limitations. | |
The separation agreement also provides for certain cooling off periods between market attempts and/or successful transfers, the length of which are dependent upon whether and the quantity of the Ruthigen shares that Oculus transfers. The majority of the material restrictions and obligations contained in the separation agreement lapse if and when Oculus own less than 19.9% of the outstanding shares of the Company’s common stock. | |
The separation agreement also defined the methodology for the allocation of the operational and IPO related expenses incurred prior to and in connection with the IPO for which the Company was required to reimburse Oculus. The Company will also reimburse Oculus for expenses such as salaries and benefits advanced or paid on the Company’s behalf or for the Company’s benefit during a transition period following the closing of the IPO. During the year ended March 31, 2014, the Company incurred $1,450,000 of IPO and other costs which were reimbursed to Oculus at the closing of the IPO or shortly thereafter. | |
The separation agreement provides that each party will indemnify, defend and hold harmless the other party and its affiliates for third party claims asserted against the other party. The separation agreement also provides that, so long as Oculus maintains a directors’ and officers’ insurance program covering the past and present officers and directors of Oculus, the program shall be standard in Oculus’ industry and Oculus shall not exclude any former Oculus director from any insurance policy coverage. | |
See Note 6 – Commitments and Contingencies – Oculus Side Letter Agreement for additional details. | |
Funding Agreement | |
On January 31, 2014, the Company entered into a funding agreement with Oculus, pursuant to which Oculus agreed to fund the Company in the additional amount of up to $760,000 to pay certain accounts payables outstanding at December 31, 2013 and to fund certain future expenditures through the closing of the IPO. Through the closing of the IPO, Oculus funded the Company in the additional amount of $534,000, which was repaid to Oculus on April 1, 2014. | |
Oculus Side Letter Agreement | |
In connection with the Merger, on March 13, 2015, Pulmatrix entered into an agreement (the “Oculus Side Letter Agreement”), pursuant to which, among other things, Oculus agreed, from the effective date of the merger, to (i) waive Ruthigen’s obligations to use commercially reasonable efforts to develop and commercialize products licensed from Oculus under the outstanding License and Supply Agreement between Oculus and Ruthigen, for a period lasting until the earlier of one year from the closing of the merger or August 31, 2016; (ii) provide a general release from claims and liabilities arising under the License and Supply Agreement, the separation agreement and the shared services agreement, each between Oculus and Ruthigen, in favor of Ruthigen; and (iii) to run a sale process for the pre-merger Ruthigen business, including any products licensed from Oculus, and to assign or delegate all of Ruthigen’s surviving rights under the License and Supply Agreement, the separation agreement and the shared services agreement, subject to Oculus’s consent with respect to the identity of the proposed purchaser. | |
Ruthigen is under no obligation to achieve any milestone event during the waiver period, and no payments will accrue or become due and payable by Ruthigen to Oculus under the License and Supply Agreement, the separation agreement and the shared services agreement, other than the liabilities not exceeding $5,000 due and payable on the effective date of the merger. After the expiration of the waiver period, Ruthigen may unilaterally terminate the License and Supply Agreement. | |
Pursuant to the right of first refusal that was granted to Oculus, prior to a sale of the pre-merger business of Ruthigen with a minimum aggregate purchase price of $1.0 million, Ruthigen must first notify Oculus of the pending transaction and Oculus will have five (5) business days after receipt of such notice to notify Ruthigen whether it intends to acquire the pre-merger business of Ruthigen on exactly the same terms, including the amount and kind of consideration, unless securities of the proposed acquirer will be offered as consideration, in which case Oculus will instead pay cash equal to the fair market value of such securities. If Oculus does not exercise its right of first refusal, Ruthigen may consummate the transaction pursuant to the agreed upon terms. Additionally, if such a transaction is consummated and the transaction generates aggregate proceeds in excess of $10.0 million, Ruthigen will be obligated to pay ten percent (10%) of the aggregate gross proceeds to Oculus within ten (10) calendar days. | |
In addition, the Oculus Side Letter Agreement provides that, as of the effective date of the merger, certain provisions in the separation agreement regarding marketing and stock transfer restrictions, lock-up, registration rights, voting, management, compensation and equity incentive plan, will be terminated. | |
The Oculus Side Letter Agreement is conditioned upon the receipt of payment by Oculus for Oculus’s shares of Ruthigen common stock sold in certain specified transactions. | |
Operating Lease | |
The Company leases a facility in Santa Rosa, California under a non-cancelable operating lease for approximately 995 square feet of executive office space. On February 11, 2015, the Company and the landlord agreed to amend the lease such that the lease now expires on June 30, 2015 and the monthly base rent is approximately $1,700. The aggregate base rent payable over the lease term is being recognized on a straight-line basis. Rent expense related to the lease amounted to approximately $20,000 and $20,000 for the years ended March 31, 2015 and 2014, respectively. Rent expense is reflected in selling, general and administrative expenses in the consolidated statements of operations. Future minimum rentals through the lease expiration date of June 30, 2015 are $5,075. | |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Note 7. Stockholders’ Equity | |||||||||||||
Reverse Stock Split | ||||||||||||||
On September 25, 2013, the board of directors and the stockholders of the Company approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock, $0.0001 par value, which was effected on September 25, 2013. In connection with the reverse stock split, every 2.5 shares of common stock were reclassified and combined into one share of common stock. The reverse stock split reduced the number of shares of common stock outstanding from 5,000,000 to 2,000,000. The total number of authorized common stock that the Company shall have the authority to issue as set forth in the Company’s Restated Certificate of Incorporation, as amended, was not proportionally decreased in connection with the reverse stock split. | ||||||||||||||
All common shares and per share amounts contained in the Company’s accompanying financial statements have been retroactively adjusted to reflect a 1-for-2.5 reverse stock split, effective as of September 25, 2013. | ||||||||||||||
Authorized Capital | ||||||||||||||
The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.0001 per share and 500,000 shares of preferred stock with a par value of $0.0001 per share. | ||||||||||||||
Description of Common Stock | ||||||||||||||
Each share of common stock has the right to one vote. The holders of common stock are entitled to dividends when funds are legally available and when declared by the board of directors. | ||||||||||||||
2013 Plan | ||||||||||||||
In September and October 2013, respectively, the Company’s board of directors and stockholders approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”), which became effective upon the closing of the IPO. The 2013 Plan will expire on September 30, 2023. Under the 2013 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted and unrestricted stock awards and other stock-based awards. There are 998,355 shares of the Company’s common stock authorized for issuance under the 2013 Plan. The Company intends to issue new shares of common stock to satisfy 2013 Plan obligations. | ||||||||||||||
In addition, the 2013 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock available for issuance under the 2013 Plan on the first day of each calendar year beginning with calendar year 2015. The annual increase in the number of shares shall be equal to the lowest of: (a) 232,500 shares of the Company’s common stock; (b) 5% of the number of shares of the Company’s common stock outstanding as of such date; and (c) an amount determined by the Company’s board of directors or compensation committee. | ||||||||||||||
New 2013 Plan | ||||||||||||||
On March 12, 2015, in connection with the Merger Agreement, Ruthigen’s compensation committee and Ruthigen’s board of directors unanimously approved the Ruthigen, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan (the “New 2013 Plan”), subject to the approval of Ruthigen’s stockholders. The New 2013 Plan will allow for the issuance of up to 6,853,319 shares of Ruthigen’s common stock, up from 1,230,855 shares, pursuant to awards to be granted under the New 2013 Plan. In addition, the New 2013 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of Ruthigen’s common stock available for issuance under the plan on the first day of each fiscal year beginning in calendar year 2016. The annual increase in the number of shares shall be equal to the lowest of: (i) 2,551,500 shares of Ruthigen’s common stock; (ii) five percent (5%) of the number of shares of Ruthigen’s common stock outstanding as of such date; and (iii) an amount determined by Ruthigen’s board of directors. | ||||||||||||||
Initial Public Offering | ||||||||||||||
On March 21, 2014, the Company announced that it had priced its IPO of 2,650,000 units (the “IPO”), with each unit consisting of (i) one share of common stock and (ii) one Series A warrant (the “Series A Warrant”), at an IPO price of $7.25 per unit (each a “Unit”), less underwriting discounts and commissions and IPO expenses. In addition, the Company granted to the underwriters a 45-day option (the “Over-Allotment Option”) to purchase up to (i) 397,500 additional shares of common stock at price of $6.6608 per share, which price reflects underwriting discounts and commissions, and/or (ii) 397,500 additional Series A Warrants at a price of $0.0092 per Series A Warrant, which price reflects underwriting discounts and commissions. | ||||||||||||||
On March 26, 2014, the Company closed on the sale of 2,650,000 Units and the underwriters exercised a portion of the Over-Allotment Option by purchasing Series A Warrants from the Company to purchase 397,500 shares of common stock for nominal value, all of which resulted in $16,021,000 of aggregate net proceeds to the Company ($19,216,000 of gross proceeds less $3,195,000 of issuance costs). As a result, an aggregate of 2,650,000 shares of common stock and Series A Warrants to purchase an aggregate of 3,047,500 shares of common stock were issued in the IPO. | ||||||||||||||
The Series A Warrant is exercisable at a price of $7.25 per warrant for (x) one share of common stock and (y) one Series B warrant (the “Series B Warrant”) to purchase one share of common stock at an exercise price of $9.0625 per share. The Series A Warrants are exercisable on the date of issuance and terminate on the second anniversary of the date of issuance. The exercise price and the number of shares for which each Series A Warrant may be exercised is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock. In addition, subject to certain exceptions, the exercise price of the Series A Warrants is subject to a weighted average reduction if the Company issues shares of common stock (or securities convertible into common stock) in the future at a price below both (a) the current exercise price of the Series A Warrant; and (b) the current market price of the Company’s common stock. The Series A Warrants may be called by the Company, for consideration equal to $0.0001 per Series A Warrant, on not less than 10 business days’ notice if the closing price of the common stock is above 150% of the $7.25 IPO price per unit for any period of 20 consecutive business days ending not more than three business days prior to the call notice date. The Series B Warrants will be exercisable on the date that the warrants are issued and will terminate on the fifth anniversary of the date the warrants are first exercisable. The Company agrees that, during the period the Series A Warrants are outstanding, it will maintain the effectiveness of the registration statement such that the holder may exercise the Series A Warrants to receive registered shares of common stock and registered Series B Warrants (and the shares of common stock underlying the Series B Warrants). The Company determined that the Series A and Series B Warrants are equity instruments because the warrants are (a) freestanding financial instruments; (b) indexed to the Company’s own stock; (c) not permitted to be settled for cash; and (d) exercisable into common stock for which the Company has sufficient authorized and unissued shares. | ||||||||||||||
The Company issued to the representative of the underwriters warrants to purchase 92,750 shares of the Company’s common stock at an exercise price of $9.0625 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable commencing on March 21, 2015 and expiring on March 21, 2019. The Representative’s Warrants and the shares of common stock underlying the warrants have been deemed compensation by Financial Industry Regulatory Authority, Inc. (“FINRA”) and are, therefore, subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. | ||||||||||||||
The Company, its officers and directors and its Former Parent have entered into lock-up agreements with the underwriters. Under these agreements, the Company and the other parties have agreed, subject to specified exceptions, not to sell or transfer any common stock or securities convertible into, or exchangeable or exercisable for, common stock, during a period ending 180 days after the date of its prospectus (one year for the shares of common stock owned by the Company’s Former Parent), without first obtaining the written consent of representative of the underwriters. The lock up period for the Company, its officers and directors is subject to extension for up to an additional 18 days upon the occurrence of certain specified events. | ||||||||||||||
Underwriter’s Exercise of IPO Over-Allotment Option | ||||||||||||||
Following the closing of the IPO, during the year ended March 31, 2015 and in connection with its IPO, the underwriters exercised a portion of the over-allotment option pursuant to which the Company sold an additional 154,290 shares of common stock at $6.6608 per share, which resulted in approximately $1,028,000 of aggregate net proceeds to the Company. In connection with the underwriters’ partial exercise of the over-allotment option, the Company issued to the representative of the underwriters a five-year warrant to purchase an additional 5,400 shares of the Company’s common stock at an exercise price of $9.0625 per share. The warrant is exercisable commencing one year from the date of issuance. The warrant and the shares of common stock underlying the warrant have been deemed compensation by FINRA and are, therefore, subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. | ||||||||||||||
Investment from Former Parent | ||||||||||||||
During the year ended March 31, 2014, the Company’s Former Parent made capital contributions to the Company in the amount of $1,679,000, which were recorded as additional paid-in capital in the consolidated statement of changes in stockholders’ equity. See Note 9 – Related Party Transactions for details associated with the Former Parent’s ownership interest in the Company. | ||||||||||||||
Stock Warrants | ||||||||||||||
A summary of the warrant activity during the years ended March 31, 2015 is presented below: | ||||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | |||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||
Warrants | Price | In Years | Value | |||||||||||
Outstanding, March 31, 2014 | 3,140,250 | $ | 7.3 | |||||||||||
Granted | 5,400 | 9.06 | ||||||||||||
Exercised | - | - | ||||||||||||
Forfeited | - | - | ||||||||||||
Outstanding, March 31, 2015 | 3,145,650 | $ | 7.31 | 1.1 | $ | - | ||||||||
Exercisable, March 31, 2015 | 3,140,250 | $ | 7.3 | 1.1 | $ | - | ||||||||
The following table presents information related to stock warrants at March 31, 2015: | ||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||
Weighted | ||||||||||||||
Outstanding | Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | |||||||||||
Price | Warrants | In Years | Warrants | |||||||||||
$ | 7.25 | 3,047,500 | 1 | 3,047,500 | ||||||||||
$ | 9.0625 | 98,150 | 4 | 92,750 | ||||||||||
3,145,650 | 1.1 | 3,140,250 | ||||||||||||
Stock Options | ||||||||||||||
The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate of 0% for options unvested during the year ended March 31, 2015. The expected term used for options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. Since the Company’s stock has not been publicly traded for a sufficiently long period of time, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. | ||||||||||||||
In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: | ||||||||||||||
For the Year Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Risk free interest rate | 1.67 | % | n/a | |||||||||||
Expected term (years) | 5.61 | n/a | ||||||||||||
Expected volatility | 95 | % | n/a | |||||||||||
Expected dividends | 0 | % | n/a | |||||||||||
The weighted average estimated fair value of the options granted during the year ended March 31, 2015 was $4.79 per share. There were no options granted during the year ended March 31, 2014. | ||||||||||||||
On May 12, 2014, the Company granted options to employees and directors to purchase an aggregate of 332,500 shares of common stock at an exercise price of $6.37 per share, pursuant to the 2013 Plan. The shares vest ratably over three years on a quarterly basis. The aggregate grant date value of $1,593,000 will be recognized proportionate to the vesting period. | ||||||||||||||
The Company recorded stock–based compensation expense related to stock options of $452,000 and $0 during the years ended March 31, 2015 and 2014, respectively. As of March 31, 2015, there was $1,060,000 of unrecognized stock-based compensation expense related to stock options that will be amortized over a weighted average period of 2.1 years. | ||||||||||||||
A summary of the stock option activity during the year ended March 31, 2015 is presented below: | ||||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | |||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||
Options | Price | In Years | Value | |||||||||||
Outstanding, March 31, 2014 | - | $ | - | |||||||||||
Granted | 332,500 | 6.37 | ||||||||||||
Exercised | - | - | ||||||||||||
Forfeited | -16,664 | 6.37 | ||||||||||||
Outstanding, March 31, 2015 | 315,836 | $ | 6.37 | 9 | $ | - | ||||||||
Exercisable, March 31, 2015 | 81,522 | $ | 6.37 | 8.7 | $ | - | ||||||||
The following table presents information related to stock options at March 31, 2015: | ||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||
Weighted | ||||||||||||||
Outstanding | Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | |||||||||||
Price | Options | In Years | Options | |||||||||||
$ | 6.37 | 315,836 | 8.7 | 81,522 | ||||||||||
315,836 | 8.7 | 81,522 | ||||||||||||
Restricted Stock Units | ||||||||||||||
On May 11, 2014, the Company granted RSUs issuable for an aggregate of 409,355 shares to employees and directors, pursuant to the 2013 Plan. RSUs for 341,000 shares of common stock vest ratably over three years on a quarterly basis and had an aggregate grant date value of $2,148,000. RSUs for 68,355 shares had an aggregate grant date value of $431,000 and vest in equal installments based on achievement of the following: (1) enrollment of the first patient in the first pivotal clinical trial for RUT58-60 on or prior to May 11, 2017; (2) enrollment of the first patient in the second pivotal clinical trial for RUT58-60 on or prior to May 11, 2018; and (3) completion of the clinical study report containing the results of the second pivotal clinical trial for RUT58-60 on or prior to May 11, 2019. | ||||||||||||||
The Company recorded stock–based compensation expense related to RSUs of $627,000 and $0 during the years ended March 31, 2015 and 2014, respectively. As of March 31, 2015, there was $1,522,000 of unrecognized stock-based compensation expense related to RSUs that will be amortized over a weighted average period of 2.1 years. The Company recognizes stock-based compensation expense for RSUs with performance conditions if and when the Company concludes that it is probable that the performance condition will be achieved. As of March 31, 2015, the Company has not recognized any expense related to RSUs with performance conditions. As of March 31, 2015, there was $431,000 of unrecognized stock-based compensation expense related to RSUs with performance conditions. | ||||||||||||||
A summary of RSU activity for the years ended March 31, 2015 and 2014 is presented below: | ||||||||||||||
Weighted | ||||||||||||||
Average | Total | |||||||||||||
Number of | Grant Date | Grant Date | ||||||||||||
Units | Fair Value | Fair Value | ||||||||||||
Non-vested, March 31, 2013 | - | $ | - | - | ||||||||||
Granted | - | - | - | |||||||||||
Vested | - | - | - | |||||||||||
Forfeited | - | - | - | |||||||||||
Non-vested, March 31, 2014 | - | $ | - | $ | - | |||||||||
Granted | 409,355 | 6.3 | 2,579,000 | |||||||||||
Vested | -85,308 | 6.3 | -537,000 | |||||||||||
Forfeited | - | - | - | |||||||||||
Non-vested, March 31, 2015 | 324,047 | $ | 6.3 | $ | 2,042,000 | |||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | Note 8. Income Taxes | ||||||||
The Company is included in the U.S. federal and state (California) tax returns with its Former Parent through the March 26, 2014 closing date of the IPO. Post-IPO, the Company filed separate, stand-alone tax returns. During the year ended March 31, 2015, following the deconsolidation, the Company adjusted its net operating loss (“NOL”) carry forward to reflect the value of the NOL available to the Company in future periods. | |||||||||
The following summarizes the income tax provision (benefit): | |||||||||
For The Years Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Federal | |||||||||
Current | $ | - | $ | - | |||||
Deferred | (1,754,000 | ) | (1,031,000 | ) | |||||
State and local | |||||||||
Current | - | - | |||||||
Deferred | (309,000 | ) | (182,000 | ) | |||||
(2,063,000 | ) | (1,213,000 | ) | ||||||
Change in valuation allowance | 2,063,000 | 1,213,000 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
The Company has the following net deferred tax assets: | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net operating loss carryforwards | $ | 3,224,000 | $ | 1,427,000 | |||||
Stock-based compensation | 262,000 | - | |||||||
Charitable donation carryforwards | 4,000 | - | |||||||
Gross deferred tax assets | 3,490,000 | 1,427,000 | |||||||
Valuation allowance | (3,490,000 | ) | (1,427,000 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: | |||||||||
For The Years Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Expected federal statutory rate | (34.0 | )% | (34.0 | )% | |||||
State tax rate, net of federal benefit | (6.0 | )% | (6.0 | )% | |||||
Change in effective state tax rate | 0 | % | (0.3 | )% | |||||
Permanent items - stock-based compensation | 2.5 | % | 0 | % | |||||
Permanent items - non-deductible merger expenses | 0.4 | % | 0 | % | |||||
Permanent items - other | 0.1 | % | 1.3 | % | |||||
Adjustment of NOL due to deconsolidation | 6.2 | % | 0 | % | |||||
Change in valuation allowance | 30.8 | % | 39 | % | |||||
Income tax provision (benefit) | 0 | % | 0 | % | |||||
For the years ended March 31, 2015 and 2014, the Company had approximately $8,059,000 and $2,539,000 of federal and state net operating loss carryovers (“NOLs”), respectively, which begin to expire in 2033. These net operating loss carryovers are subject to annual limitations under Internal Revenue Code Section 382 because there has been a greater than 50% ownership change following the March 26, 2014 closing of the IPO. | |||||||||
The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits will not be realized in future periods. The Company has incurred losses for both financial reporting and income tax purposes for the years ended March 31, 2015 and 2014. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. | |||||||||
The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within 12 months of March 31, 2015. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. The Company has elected to reflect interest and penalties attributable to income taxes, to the extent they arise, as a component of its income tax provision or benefit. | |||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 9. Related Party Transactions |
Beginning in March 2013, the Company employed an immediate family member of the Chief Executive Officer as an operations technician at an annual salary of approximately $36,000. | |
Upon completion of the IPO, on March 26, 2014, Oculus owned 2,000,000 shares of the Company’s common stock or approximately 43% of the then outstanding common stock. | |
On March 13, 2015, Oculus entered into a securities purchase agreement with several investors, pursuant to which the investors agreed to purchase 350,000 shares of the Company’s common stock at a price of $2.75 per share. On March 23, 2015, this sale closed. Oculus retained the voting rights to the 350,000 shares until and through the date of closing of the Merger. In the event that the closing of the Merger does not occur on or prior to September 30, 2015, the 350,000 shares of the Company’s common stock will become fully tradable and full voting rights will transfer to the purchasers of such shares. | |
On March 13, 2015, Oculus entered into a securities purchase follow-up agreement with several investors pursuant to which Oculus agreed to sell 1,650,000 shares of the Company’s common stock at a price of $2.75 per share to the investors upon completion of the Merger, provided that 50,000 shares may be sold to one or more investors prior to closing. If the Merger does not close by August 13, 2015 or as may be extended up to 60 calendar days at Oculus’s discretion, there will be no obligation of the investors to purchase the shares. Oculus will retain the voting rights to the 50,000 shares until and through the date of closing of the Merger. In the event that the closing of the Merger does not occur on or prior to September 30, 2015, the 50,000 shares of common stock will become fully tradable and full voting rights will transfer to the investors. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10. Subsequent Events |
Stock-Based Compensation | |
On April 30, 2015, the Company granted to its directors fully-vested, ten-year options to purchase an aggregate of 15,000 shares of common stock at an exercise price of $3.35 per share, pursuant to the 2013 Plan. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Liquidity Disclosure [Policy Text Block] | Liquidity and Financial Condition | |||||||
The Company incurred net losses of $6,691,000 and $3,118,000 for the years ended March 31, 2015 and 2014, respectively. At March 31, 2015, the Company’s working capital and accumulated deficit were $9,888,000 and $10,360,000, respectively. The Company has not yet achieved profitability and it is expected that its research and development and general and administrative expenses will continue to increase and, as a result, the Company will eventually need to generate significant product revenues to achieve profitability. | ||||||||
The Company believes that its existing cash, which includes the proceeds from its IPO, will be sufficient to fund its stand-alone operations through the quarter ending June 30, 2016. However, in order for the Company to execute its research and development strategy and to obtain the necessary regulatory approvals to commercialize RUT58-60 as a drug in the United States, the Company will need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means. The Company has not secured any commitment for new financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash. See Note 6 – Commitments and Contingencies – Agreement and Plan of Merger. | ||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | |||||||
The consolidated financial statements of the Company include the accounts of its wholly-owned subsidiary, Ruthigen Merger Corp., which was incorporated in the state of Delaware on March 2, 2015. All significant intercompany transactions have been eliminated in the consolidation. See Note 6 – Commitments and Contingencies – Agreement and Plan of Merger. | ||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U. S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates and assumptions include stock-based compensation, the valuation allowance related to the Company’s deferred tax assets and the expense allocations relating to the Company’s operations prior to its deconsolidation from its Former Parent on March 26, 2014. | ||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk | |||||||
Financial instruments that potentially subject the Company to concentrations of credit risk include amounts held as cash. Cash is maintained in financial institutions located in the United States. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. | ||||||||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Assets and Liabilities | |||||||
Financial instruments, including cash, accounts payable and accrued expenses are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. | ||||||||
The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: | ||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities. | ||||||||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. | ||||||||
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions). | ||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | |||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization which is recorded commencing at the in-service date. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Depreciation of leasehold improvements is computed using the straight-line method over the lesser of the estimated useful life of the improvement or the remaining term of the lease. Estimated useful asset life by classification is as follows: | ||||||||
Years | ||||||||
Office equipment | 3 | |||||||
Medical equipment | 5 | |||||||
Furniture and fixtures | 7 | |||||||
Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred. | ||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets | |||||||
The Company periodically reviews the carrying values of its long-lived assets when events or changes in circumstances would indicate that it is more likely than not that their carrying values may exceed their realizable values, and records impairment charges when considered necessary. Specific potential indicators of impairment include, but are not necessarily limited to: | ||||||||
• | a significant decrease in the fair value of an asset; | |||||||
• | a significant change in the extent or manner in which an asset is used or a significant physical change in an asset; | |||||||
• | a significant adverse change in legal factors or in the business climate that affects the value of an asset; | |||||||
• | an adverse action or assessment by the U.S. Food and Drug Administration or another regulator; | |||||||
• | an accumulation of costs significantly in excess of the amount originally expected to acquire or construct an asset; and operating or cash flow losses combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with an income-producing asset. | |||||||
When circumstances indicate that an impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. In estimating these future cash flows, assets and liabilities are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other such groups. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, will be recognized. The cash flow estimates used in such calculations are based on estimates and assumptions, using all available information that management believes is reasonable. | ||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | |||||||
The Company accounts for share-based awards exchanged for employee and director services at the estimated grant date fair value of the award. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company estimates the fair value of restricted stock and restricted stock units (“RSUs”) based upon the closing market price of the Company’s common stock on the date the award is granted. The Company amortizes the fair value of employee awards on the straight-line basis over the requisite service period of the awards. Stock-based compensation expense includes the impact of an estimate for forfeitures for all stock awards. The Company recognizes stock-based compensation expense for awards with performance conditions if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjusts stock-based compensation expense based on its probability assessment. | ||||||||
The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the requisite service period. | ||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development | |||||||
Research and development expense is charged to operations as incurred and consists primarily of personnel expenses, clinical and regulatory services and supplies. | ||||||||
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share | |||||||
The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. | ||||||||
The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Options | 315,836 | - | ||||||
Warrants | 3,145,650 | 3,140,250 | ||||||
Restricted stock units | 324,047 | - | ||||||
Total | 3,785,533 | 3,140,250 | ||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | |||||||
The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | ||||||||
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. | ||||||||
Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s consolidated financial statements. A tax benefit from an uncertain tax position is only recognized 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 consolidated 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 resolution. Uncertain tax positions have had no impact on the Company’s consolidated financial condition, results of operations or cash flows. | ||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | |||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The guidance, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company does not believe adoption of this ASU will have a material effect on its consolidated financial statements. | ||||||||
Subsequent Events, Policy [Policy Text Block] | Subsequent Events | |||||||
Management has evaluated subsequent events or transactions occurring through the date these consolidated financial statements were issued. See Note 10 – Subsequent Events. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Property Plant And Equipment Useful Life1 [Table Text Block] | Estimated useful asset life by classification is as follows: | |||||||
Years | ||||||||
Office equipment | 3 | |||||||
Medical equipment | 5 | |||||||
Furniture and fixtures | 7 | |||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | |||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Options | 315,836 | - | ||||||
Warrants | 3,145,650 | 3,140,250 | ||||||
Restricted stock units | 324,047 | - | ||||||
Total | 3,785,533 | 3,140,250 | ||||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Prepaid Expense and Other Assets, Current [Abstract] | ||||||||
Schedule Of Prepaid Expenses And Other Current Assets [Table Text Block] | Prepaid expenses and other current assets consists of the following: | |||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Prepaid insurance | $ | 12,000 | $ | - | ||||
Clinical testing and other deposits | 114,000 | 1,000 | ||||||
Prepaid rent | 2,000 | 2,000 | ||||||
Other prepaid expenses and current assets | 38,000 | - | ||||||
Total | $ | 166,000 | $ | 3,000 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: | |||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Office equipment | $ | 4,000 | $ | 4,000 | ||||
Medical equipment | 156,000 | - | ||||||
160,000 | 4,000 | |||||||
Less: accumulated depreciation and amortization | -3,000 | -2,000 | ||||||
Property and equipment, net | $ | 157,000 | $ | 2,000 | ||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses consist of the following: | |||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Accrued employee compensation | $ | 92,000 | $ | 109,000 | ||||
Accrued director compensation | 43,000 | 50,000 | ||||||
Accrued legal fees | 144,000 | 183,000 | ||||||
Accrued other professional fees | 50,000 | 45,000 | ||||||
Accrued research and development fees | 128,000 | 9,000 | ||||||
Accrued franchise taxes | 146,000 | - | ||||||
Other accrued expenses | 32,000 | 14,000 | ||||||
Total | $ | 635,000 | $ | 410,000 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||
Schedule Of Share-Based Compensation, Warrant, Activity [Table Text Block] | A summary of the warrant activity during the years ended March 31, 2015 is presented below: | |||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | |||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||
Warrants | Price | In Years | Value | |||||||||||
Outstanding, March 31, 2014 | 3,140,250 | $ | 7.3 | |||||||||||
Granted | 5,400 | 9.06 | ||||||||||||
Exercised | - | - | ||||||||||||
Forfeited | - | - | ||||||||||||
Outstanding, March 31, 2015 | 3,145,650 | $ | 7.31 | 1.1 | $ | - | ||||||||
Exercisable, March 31, 2015 | 3,140,250 | $ | 7.3 | 1.1 | $ | - | ||||||||
Schedule Of Share Based Compensation, Warrants, By Exercise Price Range [Table Text Block] | The following table presents information related to stock warrants at March 31, 2015: | |||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||
Weighted | ||||||||||||||
Outstanding | Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | |||||||||||
Price | Warrants | In Years | Warrants | |||||||||||
$ | 7.25 | 3,047,500 | 1 | 3,047,500 | ||||||||||
$ | 9.0625 | 98,150 | 4 | 92,750 | ||||||||||
3,145,650 | 1.1 | 3,140,250 | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: | |||||||||||||
For the Year Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Risk free interest rate | 1.67 | % | n/a | |||||||||||
Expected term (years) | 5.61 | n/a | ||||||||||||
Expected volatility | 95 | % | n/a | |||||||||||
Expected dividends | 0 | % | n/a | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the stock option activity during the year ended March 31, 2015 is presented below: | |||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | |||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||
Options | Price | In Years | Value | |||||||||||
Outstanding, March 31, 2014 | - | $ | - | |||||||||||
Granted | 332,500 | 6.37 | ||||||||||||
Exercised | - | - | ||||||||||||
Forfeited | -16,664 | 6.37 | ||||||||||||
Outstanding, March 31, 2015 | 315,836 | $ | 6.37 | 9 | $ | - | ||||||||
Exercisable, March 31, 2015 | 81,522 | $ | 6.37 | 8.7 | $ | - | ||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table presents information related to stock options at March 31, 2015: | |||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||
Weighted | ||||||||||||||
Outstanding | Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | |||||||||||
Price | Options | In Years | Options | |||||||||||
$ | 6.37 | 315,836 | 8.7 | 81,522 | ||||||||||
315,836 | 8.7 | 81,522 | ||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of RSU activity for the years ended March 31, 2015 and 2014 is presented below: | |||||||||||||
Weighted | ||||||||||||||
Average | Total | |||||||||||||
Number of | Grant Date | Grant Date | ||||||||||||
Units | Fair Value | Fair Value | ||||||||||||
Non-vested, March 31, 2013 | - | $ | - | - | ||||||||||
Granted | - | - | - | |||||||||||
Vested | - | - | - | |||||||||||
Forfeited | - | - | - | |||||||||||
Non-vested, March 31, 2014 | - | $ | - | $ | - | |||||||||
Granted | 409,355 | 6.3 | 2,579,000 | |||||||||||
Vested | -85,308 | 6.3 | -537,000 | |||||||||||
Forfeited | - | - | - | |||||||||||
Non-vested, March 31, 2015 | 324,047 | $ | 6.3 | $ | 2,042,000 | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The following summarizes the income tax provision (benefit): | ||||||||
For The Years Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Federal | |||||||||
Current | $ | - | $ | - | |||||
Deferred | (1,754,000 | ) | (1,031,000 | ) | |||||
State and local | |||||||||
Current | - | - | |||||||
Deferred | (309,000 | ) | (182,000 | ) | |||||
(2,063,000 | ) | (1,213,000 | ) | ||||||
Change in valuation allowance | 2,063,000 | 1,213,000 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
Schedule Of Reconciliation Of The Statutory Federal Income Tax Rate To The Companybs effective Tax Rate [Table Text Block] | The Company has the following net deferred tax assets: | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net operating loss carryforwards | $ | 3,224,000 | $ | 1,427,000 | |||||
Stock-based compensation | 262,000 | - | |||||||
Charitable donation carryforwards | 4,000 | - | |||||||
Gross deferred tax assets | 3,490,000 | 1,427,000 | |||||||
Valuation allowance | (3,490,000 | ) | (1,427,000 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: | ||||||||
For The Years Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Expected federal statutory rate | (34.0 | )% | (34.0 | )% | |||||
State tax rate, net of federal benefit | (6.0 | )% | (6.0 | )% | |||||
Change in effective state tax rate | 0 | % | (0.3 | )% | |||||
Permanent items - stock-based compensation | 2.5 | % | 0 | % | |||||
Permanent items - non-deductible merger expenses | 0.4 | % | 0 | % | |||||
Permanent items - other | 0.1 | % | 1.3 | % | |||||
Adjustment of NOL due to deconsolidation | 6.2 | % | 0 | % | |||||
Change in valuation allowance | 30.8 | % | 39 | % | |||||
Income tax provision (benefit) | 0 | % | 0 | % | |||||
Organization_and_Plan_of_Merge1
Organization and Plan of Merger (Details Textual) (IPO [Member], USD $) | 1 Months Ended | |
Mar. 21, 2014 | Mar. 26, 2014 | |
IPO [Member] | ||
Initial Public Offering Units | 2,650,000 | 2,650,000 |
Initial Public Offering Price Per Unit | $7.25 | $7.25 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Mar. 31, 2015 | |
Office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Medical equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,785,533 | 3,140,250 |
Employee Stock Option [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 315,836 | 0 |
Warrants [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,145,650 | 3,140,250 |
Restricted Stock Units (RSUs) [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 324,047 | 0 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Net Income (Loss) Attributable to Parent | ($6,691,000) | ($3,118,000) |
Working Capital | 9,888,000 | |
Retained Earnings (Accumulated Deficit) | ($10,360,000) | ($3,669,000) |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid insurance | $12,000 | $0 |
Clinical testing and other deposits | 114,000 | 1,000 |
Prepaid rent | 2,000 | 2,000 |
Other prepaid expenses and current assets | 38,000 | 0 |
Total | $166,000 | $3,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $160,000 | $4,000 |
Less: accumulated depreciation and amortization | -3,000 | -2,000 |
Property and equipment, net | 157,000 | 2,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 4,000 | 4,000 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $156,000 | $0 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Depreciation | $1,000 | $2,000 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Accounts Payable And Accrued Expenses [Line Items] | ||
Accrued employee compensation | $92,000 | $109,000 |
Accrued director compensation | 43,000 | 50,000 |
Accrued legal fees | 144,000 | 183,000 |
Accrued other professional fees | 50,000 | 45,000 |
Accrued research and development fees | 128,000 | 9,000 |
Accrued franchise taxes | 146,000 | 0 |
Other accrued expenses | 32,000 | 14,000 |
Total | $635,000 | $410,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||
Feb. 11, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 03, 2015 | Mar. 10, 2015 | Mar. 13, 2015 | Mar. 26, 2014 | Mar. 12, 2015 | Aug. 12, 2013 | Nov. 28, 2014 | Jun. 24, 2014 | Mar. 31, 2013 | Jun. 30, 2015 | Jul. 31, 2015 | Aug. 13, 2015 | Apr. 02, 2014 | Jan. 31, 2014 | |
sqft | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 17.00% | ||||||||||||||||
Cash | $10,357,000 | $15,571,000 | $96,000 | ||||||||||||||
Proceeds From Transfer Atleast For Not Consummated | 3,800,000 | ||||||||||||||||
Land Subject to Ground Leases | 995 | ||||||||||||||||
Operating Leases, Rent Expense | 1,700 | 20,000 | 20,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Operating Leases, Future Minimum Payments Due | 5,075 | ||||||||||||||||
New Consulting Agreements [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 340,000 | 250,000 | |||||||||||||||
Oculus Side Letter Agreement [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Liabilities Assumed | 5,000 | ||||||||||||||||
Merger Closing Date Is No Later Than July 31, 2015 [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Cash | 9,000,000 | ||||||||||||||||
Merger Closing Date Is After July 31, 2015 But No Later Than August 13, 2015 [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Cash | 8,850,000 | ||||||||||||||||
Pulmatrix Inc [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 83.00% | ||||||||||||||||
Oculus [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Description Of Separation Agreement | separation agreement became effective upon the completion of the IPO and terminates on the earlier of 8.5 years following the closing of the IPO or when the parties mutually agree to terminate it. | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||||||||||
Percentage Of Gross proceeds Payable | 10.00% | ||||||||||||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 10,000,000 | ||||||||||||||||
Fund To Pay Certain Account Payables Outstanding | 534,000 | 760,000 | |||||||||||||||
Minimum Duration For Shares Transfer | 41 months 15 days | ||||||||||||||||
Share Transfer Agreement Terms | Transfers conducted using this one-time right must be conducted with the consent of the Companys board of directors or within the prescribed requirements for such transfers set forth in the separation agreement, including, for example, that the purchase price discount may not exceed certain percentages, the amount of shares transferred may not exceed $3,800,000 in net proceeds to Oculus, as well as certain other requirements set forth in the separation agreement. The separation agreement provides Oculus with certain piggy back registration rights of up to 30% | ||||||||||||||||
Percentage Of Outstanding Shares For Laps Of Transfer | 19.90% | ||||||||||||||||
Reimbursement Of Expenses Related To Transfer | 1,450,000 | ||||||||||||||||
Oculus [Member] | Minimum [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | 1,000,000 | ||||||||||||||||
Oculus [Member] | Maximum [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Consideration For Shares Transfer By Parent | 1,500,000 | ||||||||||||||||
Percentage Of Shares Transfer By Former Parent | 5.00% | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Outstanding Stock Options And Restricted Stock Units Termination Description | a lump-sum payment in the amount of $547,600, less taxes and other withholdings and (ii) a lump-sum equivalent to the CEO’s premiums under COBRA for one year, in the same amounts for the same medical coverage as in effect as of the effective time of the merger. | ||||||||||||||||
Cash Bonus | 158,000 | ||||||||||||||||
Chief Executive Officer [Member] | 2013 Employee, Director And Consultant Equity Incentive Plan [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Restricted Stock units Grants Description | equal to the lesser of (i) 930,000 and (ii) the quotient of $3,125,000 divided by the fair market value of the common stock of the combined company as of the effective time of the merger, with such restricted stock units vesting as follows: (i) a number of restricted stock units equal to the lesser of (a) 930,000 and (b) such number of restricted stock units with an aggregate value equal to $1,400,000 shall be fully vested at the effective time of the merger and (ii) an amount equal to 25% of the restricted stock units unvested as of the effective time of the merger will vest on a quarterly basis over the following twelve months. | ||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Outstanding Stock Options And Restricted Stock Units Termination Description | a lump-sum payment in the amount of $337,500, less taxes and other withholdings and (ii) a lump-sum equivalent to the CFO’s premiums under COBRA for one year, in the same amounts for the same medical coverage as in effect as of the effective time of the merger. | ||||||||||||||||
Restricted Stock units Grants Description | equal to the lesser of (i) 355,000 and (ii) the quotient of $1,037,500 divided by the fair market value of the common stock of the combined company as of the effective time, with such restricted stock units vesting as follows: (i) a number of restricted stock units equal to the lesser of (a) 355,000 and (b) such number of restricted stock units with an aggregate value equal to $250,000 shall be fully vested at the effective time of the merger and (ii) an amount equal to 25% of the restricted stock units unvested as of the effective time of the merger will vest on a quarterly basis over the following twelve months. | ||||||||||||||||
Two Executives [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Severance Costs | 1,144,000 | ||||||||||||||||
Employee And Director [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 90,000 | ||||||||||||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Officers' Compensation | 375,000 | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | (i) a lump severance payment equal to 24 times the average monthly base salary paid to the CEO over the preceding 12 months; (ii) up to one year (the lesser of one year following the date of termination or until the CEO becomes eligible for medical insurance coverage provided by another employer) reimbursement for health care premiums under COBRA; and (iii) automatic vesting of all unvested options and other equity awards | ||||||||||||||||
Employee Agreement [Member] | Chief Financial Officer [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Officers' Compensation | 225,000 | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | (i) a lump severance payment equal to 18 times the average monthly base salary paid to the CFO over the preceding 12 months; (ii) up to one year (the lesser of one year following the date of termination or until the CFO becomes eligible for medical insurance coverage provided by another employer) reimbursement for health care premiums under COBRA; and (iii) automatic vesting of all unvested options and other equity awards; provided that in the event the CFO resigns for good reason prior to a change of control, only the vesting of the restricted stock units granted by the Company on May 12, 2014 shall be accelerated. | ||||||||||||||||
License And Supply Agreement [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Purchase Commitment, Description | Oculus shall manufacture and supply, at a purchase price equal to 20% over the cost of goods to Oculus | ||||||||||||||||
License And Supply Agreement [Member] | First Phase [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Cost of Services, Licenses and Services | 1,500,000 | ||||||||||||||||
License And Supply Agreement [Member] | Second Phase [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Cost of Services, Licenses and Services | 1,500,000 | ||||||||||||||||
License And Supply Agreement [Member] | Third Phase [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Cost of Services, Licenses and Services | 3,000,000 | ||||||||||||||||
License And Supply Agreement [Member] | Fourth Phase [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Cost of Services, Licenses and Services | 2,000,000 | ||||||||||||||||
License And Supply Agreement [Member] | Minimum [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Royalty Guarantees Commitments Percentage | 3.00% | ||||||||||||||||
License And Supply Agreement [Member] | Maximum [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Royalty Guarantees Commitments Percentage | 20.00% | ||||||||||||||||
License And Supply Agreement [Member] | Oculus [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Supply Commitment, Remaining Minimum Amount Committed | $8,000,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants Outstanding, March 31, 2015 | 3,145,650 |
Number of Warrants Exercisable, March 31, 2015 | 3,140,250 |
Warrants Exercisable Weighted Average Remaining Life | 1 year 1 month 6 days |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants Outstanding, March 31, 2014 | 3,140,250 |
Number of Warrants Granted | 5,400 |
Number of Warrants Exercised | 0 |
Number of Warrants Forfeited | 0 |
Number of Warrants Outstanding, March 31, 2015 | 3,145,650 |
Number of Warrants Exercisable, March 31, 2015 | 3,140,250 |
Weighted Average Exercise Price Outstanding, March 31, 2014 | 7.3 |
Weighted Average Exercise Price Granted | 9.06 |
Weighted Average Exercise Price, Exercised | 0 |
Weighted Average Exercise Price Forfeited | 0 |
Weighted Average Exercise Price Outstanding, March 31, 2015 | 7.31 |
Weighted Average Exercise Price Exercisable, March 31, 2015 | 7.3 |
Weighted Average Remaining Life Outstanding, March 31, 2015 | 1 year 1 month 6 days |
Warrants Exercisable Weighted Average Remaining Life | 1 year 1 month 6 days |
Intrinsic Value Outstanding, March 31, 2015 | 0 |
Intrinsic Value Exercisable, March 31, 2015 | 0 |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (USD $) | 12 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding Number of Warrants | 3,145,650 |
Warrants Exercisable Weighted Average Remaining Life | 1 year 1 month 6 days |
Warrants Exercisable Number of Warrants | 3,140,250 |
Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding Exercise Price | 7.25 |
Warrants Outstanding Number of Warrants | 3,047,500 |
Warrants Exercisable Weighted Average Remaining Life | 1 year |
Warrants Exercisable Number of Warrants | 3,047,500 |
Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding Exercise Price | 9.0625 |
Warrants Outstanding Number of Warrants | 98,150 |
Warrants Exercisable Weighted Average Remaining Life | 4 years |
Warrants Exercisable Number of Warrants | 92,750 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.67% | |
Expected term (years) | 5 years 7 months 10 days | |
Expected volatility | 95.00% | |
Expected dividends | 0.00% |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | 12 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding, March 31, 2014 | 0 |
Number of Options Granted | 332,500 |
Number of Options Exercised | 0 |
Number of Options Forfeited | -16,664 |
Number of Options Outstanding, March 31, 2015 | 315,836 |
Number of Options Exercisable, March 31, 2015 | 81,522 |
Weighted Average Exercise Price Outstanding, March 31, 2015 | $0 |
Weighted Average Exercise Price Granted | $6.37 |
Weighted Average Exercise Price Exercised | $0 |
Weighted Average Exercise Price Forfeited | $6.37 |
Weighted Average Exercise Price Outstanding, March 31, 2015 | $6.37 |
Weighted Average Exercise Price Exercisable, March 31, 2015 | $6.37 |
Weighted Average Remaining Life Outstanding, March 31, 2015 | 9 years |
Weighted Average Remaining Life Exercisable, March 31, 2015 | 8 years 8 months 12 days |
Intrinsic Value Outstanding, March 31, 2015 | $0 |
Intrinsic Value Exercisable, March 31, 2015 | $0 |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding Exercise Price | $6.37 | $0 |
Options Outstanding Number of Options | 315,836 | 0 |
Options Exercisable Weighted Average Remaining Life | 8 years 8 months 12 days | |
Options Exercisable Number of Options | 81,522 | |
Exercise Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding Exercise Price | $6.37 | |
Options Outstanding Number of Options | 315,836 | |
Options Exercisable Weighted Average Remaining Life | 8 years 8 months 12 days | |
Options Exercisable Number of Options | 81,522 |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) (Restricted Stock [Member], USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Units Non-vested | 0 | 0 |
Number of Units Granted | 409,355 | 0 |
Number of Units Vested | -85,308 | 0 |
Number of Units Forfeited | 0 | 0 |
Number of Units Non-vested | 324,047 | 0 |
Weighted Average Grant Date Fair Value Non-vested | $0 | $0 |
Weighted Average Grant Date Fair Value Granted | $6.30 | $0 |
Weighted Average Grant Date Fair Value Vested | $6.30 | $0 |
Weighted Average Grant Date Fair Value Forfeited | $0 | $0 |
Weighted Average Grant Date Fair Value Non-vested | $6.30 | $0 |
Total Grant Date Fair Value Non-vested | $0 | $0 |
Total Grant Date Fair Value Granted | 2,579,000 | 0 |
Total Grant Date Fair Value Vested | -537,000 | 0 |
Total Grant Date Fair Value Forfeited | 0 | 0 |
Total Grant Date Fair Value Non-vested | $2,042,000 | $0 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Mar. 26, 2014 | Sep. 25, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 12, 2015 | Mar. 21, 2014 | 11-May-14 | 12-May-14 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $4.79 | $0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $1,593,000 | ||||||||
Allocated Share-based Compensation Expense | 452,000 | 0 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1,060,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 332,500 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $6.37 | ||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-2.5 | ||||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ||||||
Common Stock, Shares, Outstanding | 5,000,000 | 4,650,000 | 4,650,000 | ||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 2,000,000 | ||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||
Preferred Stock, Shares Authorized | 500,000 | 500,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |||||||
Gross Proceeds From Issuance Of Common Stock And Warrants | 1,117,000 | 19,216,000 | |||||||
Offering Cost | 252,000 | 3,195,000 | |||||||
Common Stock, Shares, Issued | 4,804,290 | 4,804,290 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Equity Instruments Exercisable Number | 3,140,250 | ||||||||
Investment Warrants, Exercise Price | $0.00 | ||||||||
Closing Price Of Common Stock Percentage | 150.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 3,145,650 | ||||||||
Class Of Warrant Or Right Duration From Which Warrants Or Rights Exercisable | 1 year | ||||||||
Investment From Former Parent | 1,679,000 | ||||||||
Percentage Of Options Unvested | 0.00% | ||||||||
Representative Of Underwriters [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Term Of Warrant | 5 years | ||||||||
Stock Issued During Period, Shares, Other | 5,400 | ||||||||
Shares Issued, Price Per Share | $9.06 | ||||||||
New 2013 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The annual increase in the number of shares shall be equal to the lowest of: (i) 2,551,500 shares of Ruthigen’s common stock; (ii) five percent (5%) of the number of shares of Ruthigen’s common stock outstanding as of such date; and (iii) an amount determined by Ruthigen’s board of directors. | ||||||||
Stock Issued During Period, Shares, New Issues | 6,853,319 | ||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 1,230,855 | ||||||||
IPO [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share Price | $6.66 | ||||||||
Warrants to Purchase of Common Stock | 397,500 | 397,500 | |||||||
Initial Public Offering Price Per Unit | $7.25 | $7.25 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $9.06 | ||||||||
Initial Public Offering Units | 2,650,000 | 2,650,000 | |||||||
Proceeds from Issuance of Common Stock | 16,021,000 | ||||||||
Gross Proceeds From Issuance Of Common Stock And Warrants | 19,216,000 | ||||||||
Offering Cost | 3,195,000 | ||||||||
Common Stock, Shares, Issued | 2,650,000 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Equity Instruments Exercisable Number | 3,047,500 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Equity Instruments Exercisable Weighted Average Exercise Price | $7.25 | ||||||||
Over-Allotment Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 154,290 | ||||||||
Sale of Stock, Price Per Share | $6.66 | ||||||||
Sale of Stock, Consideration Received on Transaction | 1,028,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | 627,000 | 0 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1,522,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | RSUs for 341,000 shares of common stock vest ratably over three years on a quarterly basis and had an aggregate grant date value of $2,148,000. RSUs for 68,355 shares had an aggregate grant date value of $431,000 and vest in equal installments based on achievement of the following: (1) enrollment of the first patient in the first pivotal clinical trial for RUT58-60 on or prior to May 11, 2017; (2) enrollment of the first patient in the second pivotal clinical trial for RUT58-60 on or prior to May 11, 2018; and (3) completion of the clinical study report containing the results of the second pivotal clinical trial for RUT58-60 on or prior to May 11, 2019. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 409,355 | ||||||||
Restricted Stock Units (RSUs) [Member] | Performance Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | 431,000 | ||||||||
2013 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 332,500 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $6.37 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.01 | ||||||||
Common Stock, Shares Authorized | 998,355 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The annual increase in the number of shares shall be equal to the lowest of: (a) 232,500 shares of the Company’s common stock; (b) 5% of the number of shares of the Company’s common stock outstanding as of such date; and (c) an amount determined by the Company’s board of directors or compensation committee. | ||||||||
Underwriters [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $9.06 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 92,750 | ||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | 21-Mar-15 | ||||||||
Class Of Warrant Or Rights Expiring Date Warrants Or Rights Exercisable | 21-Mar-19 | ||||||||
Common Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 397,500 | ||||||||
Investment From Former Parent | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Federal Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Current | $0 | $0 |
Deferred | -1,754,000 | -1,031,000 |
State and Local Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Current | 0 | 0 |
Deferred | -309,000 | -182,000 |
Current Income Tax Expense (Benefit) | -2,063,000 | -1,213,000 |
Change in valuation allowance | 2,063,000 | 1,213,000 |
Income tax provision (benefit) | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation Of The Statutory Federal Income Tax Rate To The Companybs effective Tax Rate [Line Items] | ||
Net operating loss carryforwards | $3,224,000 | $1,427,000 |
Stock-based compensation | 262,000 | 0 |
Charitable donation carryforwards | 4,000 | 0 |
Gross deferred tax assets | 3,490,000 | 1,427,000 |
Valuation allowance | -3,490,000 | -1,427,000 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Expected federal statutory rate | -34.00% | -34.00% |
State tax rate, net of federal benefit | -6.00% | -6.00% |
Change in effective state tax rate | 0.00% | -0.30% |
Permanent items - stock-based compensation | 2.50% | 0.00% |
Permanent items - non-deductible merger expenses | 0.40% | 0.00% |
Permanent items - other | 0.10% | 1.30% |
Adjustment of NOL due to deconsolidation | 6.20% | 0.00% |
Change in valuation allowance | 30.80% | 39.00% |
Income tax provision (benefit) | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 13, 2015 | Mar. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $8,059,000 | $2,539,000 | |
Operating Loss Carryforwards, Expiration Period | 2033 | ||
Equity Method Investment, Ownership Percentage | 17.00% | ||
IPO [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Mar. 31, 2013 | Mar. 13, 2015 | Mar. 31, 2015 | Mar. 26, 2014 | |
Immediate Family Member of Management or Principal Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Salaries, Wages and Officers' Compensation | $36,000 | |||
Oculus [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 43.00% | |||
Sale of Stock, Number of Shares Issued in Transaction | 350,000 | |||
Sale of Stock, Price Per Share | $2.75 | |||
Sale of Stock, Description of Transaction | In the event that the closing of the Merger does not occur on or prior to September 30, 2015, the 350,000 shares of the Company’s common stock will become fully tradable and full voting rights will transfer to the purchasers of such shares. | |||
Oculus [Member] | Merger [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 1,650,000 | |||
Sale of Stock, Price Per Share | $2.75 | |||
Sale Of Stock Number Of Shares Issued In Transaction One Or More Investors Prior To Closing | 50,000 | |||
Sale of Stock, Description of Transaction | If the Merger does not close by August 13, 2015 or as may be extended up to 60 calendar days at Oculus’s discretion, there will be no obligation of the investors to purchase the shares. Oculus will retain the voting rights to the 50,000 shares until and through the date of closing of the Merger. In the event that the closing of the Merger does not occur on or prior to September 30, 2015, the 50,000 shares of common stock will become fully tradable and full voting rights will transfer to the investors. |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended |
Mar. 31, 2015 | Apr. 30, 2015 | |
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 332,500 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $6.37 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 15,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $3.35 |