Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 25, 2015 | Sep. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Aethlon Medical Inc | ||
Entity Central Index Key | 882,291 | ||
Document Type | S1 | ||
Document Period End Date | Mar. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 29,000,000 | ||
Entity Common Stock, Shares Outstanding | 7,610,344 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
CURRENT ASSETS | |||
Cash | $ 855,596 | $ 1,250,279 | $ 125,274 |
Accounts receivable | 193,341 | 95,177 | |
Deferred financing costs | 82,324 | 83,191 | |
Prepaid expenses | 73,135 | 50,699 | |
TOTAL CURRENT ASSETS | 1,204,396 | 1,479,346 | |
NON-CURRENT ASSETS | |||
Property and equipment, net | 56,091 | 84,279 | |
Patents, net | 103,325 | 112,489 | |
Deposits | 16,776 | 18,988 | |
TOTAL NON-CURRENT ASSETS | 176,192 | 215,756 | |
TOTAL ASSETS | 1,380,588 | 1,695,102 | |
CURRENT LIABILITIES | |||
Accounts payable | 342,133 | 517,651 | |
Due to related parties | 146,112 | 839,070 | |
Notes payable | 0 | 390,000 | |
Convertible notes payable, current portion | 0 | 1,367,655 | |
Derivative liabilities | 0 | 10,679,067 | |
Other current liabilities | 85,731 | 1,855,374 | |
TOTAL CURRENT LIABILITIES | 573,976 | 15,648,817 | |
NONCURRENT LIABILITIES | |||
Convertible notes payable, noncurrent portion | 155,229 | 776,451 | |
TOTAL NONCURRENT LIABILITIES | 155,229 | 776,451 | |
TOTAL LIABILITIES | $ 729,205 | $ 16,425,268 | |
COMMITMENTS AND CONTINGENCIES (Note 13) | |||
STOCKHOLDERS' DEFICIT | |||
Common stock, $0.001 par value, 10,000,000 shares authorized at March 31, 2015 and 2014; 6,657,046 and 4,499,480 issued and outstanding at March 31, 2015 and 2014, respectively | $ 6,657 | $ 4,497 | |
Additional paid-in capital | 82,238,507 | 59,879,624 | |
Accumulated deficit | (81,629,714) | (74,832,557) | |
TOTAL AETHLON MEDICAL, INC STOCKHOLDERS' EQUITY (DEFICIT) | 615,450 | (14,948,436) | |
NONCONTROLLING INTERESTS | 35,933 | 218,270 | |
TOTAL EQUITY (DEFICIT) | 651,383 | (14,730,166) | $ (9,144,444) |
TOTAL LIABILITIES AND EQUITY (DEFICIT) | 1,380,588 | $ 1,695,102 | |
Pro Forma [Member] | |||
CURRENT ASSETS | |||
Cash | 6,447,584 | ||
Accounts receivable | 193,341 | ||
Deferred financing costs | 82,324 | ||
Prepaid expenses | 73,135 | ||
TOTAL CURRENT ASSETS | 6,796,384 | ||
NON-CURRENT ASSETS | |||
Property and equipment, net | 56,091 | ||
Patents, net | 103,325 | ||
Deposits | 16,776 | ||
TOTAL NON-CURRENT ASSETS | 176,192 | ||
TOTAL ASSETS | 6,972,576 | ||
CURRENT LIABILITIES | |||
Accounts payable | 342,133 | ||
Due to related parties | 146,112 | ||
Notes payable | 0 | ||
Convertible notes payable, current portion | 0 | ||
Derivative liabilities | 0 | ||
Other current liabilities | 85,731 | ||
TOTAL CURRENT LIABILITIES | 573,976 | ||
NONCURRENT LIABILITIES | |||
Convertible notes payable, noncurrent portion | 155,229 | ||
TOTAL NONCURRENT LIABILITIES | 155,229 | ||
TOTAL LIABILITIES | $ 729,205 | ||
COMMITMENTS AND CONTINGENCIES (Note 13) | |||
STOCKHOLDERS' DEFICIT | |||
Common stock, $0.001 par value, 10,000,000 shares authorized at March 31, 2015 and 2014; 6,657,046 and 4,499,480 issued and outstanding at March 31, 2015 and 2014, respectively | $ 7,609 | ||
Additional paid-in capital | 87,829,543 | ||
Accumulated deficit | (81,629,714) | ||
TOTAL AETHLON MEDICAL, INC STOCKHOLDERS' EQUITY (DEFICIT) | 6,207,438 | ||
NONCONTROLLING INTERESTS | 35,933 | ||
TOTAL EQUITY (DEFICIT) | 6,243,371 | ||
TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ 6,972,576 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2015 | Mar. 31, 2014 |
Stockholders' Deficit | ||
Common stock par value (in Dollars per share) | $ .001 | $ 0.001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock issued | 6,657,046 | 4,499,480 |
Common stock outstanding | 6,657,046 | 4,499,480 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
REVENUES: | ||
Government contract revenue | $ 762,417 | $ 1,623,769 |
Total revenues | 762,417 | 1,623,769 |
OPERATING EXPENSES | ||
Professional fees | 1,572,196 | 1,521,397 |
Payroll and related | 2,275,959 | 2,227,194 |
General and administrative | 907,115 | 931,106 |
Total operating expenses | 4,755,270 | 4,679,697 |
OPERATING LOSS | (3,992,853) | (3,055,928) |
OTHER (INCOME) EXPENSE | ||
Loss on debt conversion | 2,753,989 | 40,256 |
Change in fair value of derivative liabilities | 0 | 8,547,015 |
Loss on litigation settlement | 0 | 583,601 |
Other income | (219,624) | (75,059) |
Interest and other debt expenses | 452,276 | 1,287,221 |
Total other expenses | 2,986,641 | 10,383,034 |
NET LOSS BEFORE NONCONTROLLING INTERESTS | (6,979,494) | (13,438,962) |
LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (182,337) | (81,730) |
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (6,797,157) | $ (13,357,232) |
Basic and diluted net loss per share available to common stockholders (Note 1) | $ (1.22) | $ (3.44) |
Weighted average number of common shares outstanding - basic and diluted (Note 1) | 5,594,447 | 3,881,179 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Mar. 31, 2013 | 3,473,484 | ||||
Beginning balance, value at Mar. 31, 2013 | $ 3,473 | $ 52,327,408 | $ (61,475,325) | $ (9,144,444) | |
Issuances of common stock upon conversions of notes payable, shares | 211,480 | ||||
Issuances of common stock upon conversions of notes payable, value | $ 211 | 726,565 | 726,776 | ||
Issuance of common stock for cash, shares | 337,455 | ||||
Issuance of common stock for cash, value | $ 337 | 1,676,695 | 1,677,032 | ||
Issuance of common stock for cash - ESI | 1,200,000 | $ 300,000 | 1,500,000 | ||
Issuance of common stock for services, shares | 61,423 | ||||
Issuance of common stock for services, value | $ 61 | 392,032 | 392,093 | ||
Issuance of common stock under convertible debt restructuring, shares | 90,142 | ||||
Issuance of common stock under convertible debt restructuring, value | $ 90 | 856,259 | 856,349 | ||
Issuance of common stock under stock option exercises for accrued expenses, shares | 3,171 | ||||
Issuance of common stock under stock option exercises for accrued expenses, value | $ 3 | 12,997 | 13,000 | ||
Reclassification of derivative liability into equity | 1,456,187 | 1,456,187 | |||
Issuance of common stock under cashless warrant exercises, shares | 254,325 | ||||
Issuance of common stock under cashless warrant exercises, value | $ 254 | (254) | |||
Shares issued under restricted stock grant, shares | 68,000 | ||||
Shares issued under restricted stock grant, value | $ 68 | (68) | 3,400 | ||
Issuance of common stock on litigation settlement | 583,601 | 583,601 | |||
Loss on debt conversion | 40,256 | 40,256 | |||
Stock-based compensation expense | 607,946 | 607,946 | |||
Net loss | (13,357,232) | (81,730) | (13,438,962) | ||
Ending balance, shares at Mar. 31, 2014 | 4,499,480 | ||||
Ending balance, value at Mar. 31, 2014 | $ 4,497 | 59,879,624 | (74,832,557) | 218,270 | (14,730,166) |
Issuances of common stock upon conversions of notes payable, shares | 948,728 | ||||
Issuances of common stock upon conversions of notes payable, value | $ 949 | 2,272,083 | 2,273,032 | ||
Issuance of common stock for cash, shares | 541,361 | ||||
Issuance of common stock for cash, value | $ 542 | 4,762,611 | 4,763,153 | ||
Issuance of common stock for services, shares | 27,654 | ||||
Issuance of common stock for services, value | $ 28 | 225,130 | 225,158 | ||
Extension of warrants | 143,363 | 143,363 | |||
Reclassification of derivative liability into equity | 10,679,067 | 10,679,067 | |||
Issuance of common stock under cashless warrant exercises, shares | 433,907 | ||||
Issuance of common stock under cashless warrant exercises, value | $ 434 | (434) | |||
Debt discount recorded in connection with beneficial conversion feature | 527,780 | 527,780 | |||
Issuance of common stock for deferred financing costs, shares | 500 | ||||
Issuance of common stock for deferred financing costs, value | $ 1 | 4,499 | 4,500 | ||
Issuance of common stock and warrants related to extinguishment of debt, shares | 205,416 | ||||
Issuance of common stock and warrants related to extinguishment of debt, value | $ 206 | 3,328,303 | 3,328,509 | ||
Shares issued under restricted stock grant, value | 0 | ||||
Stock-based compensation expense | 416,481 | 418,481 | |||
Net loss | (6,797,157) | (182,337) | (6,979,494) | ||
Ending balance, shares at Mar. 31, 2015 | 6,657,046 | ||||
Ending balance, value at Mar. 31, 2015 | $ 6,657 | $ 82,238,507 | $ (81,629,714) | $ 35,933 | $ 651,383 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (6,979,494) | $ (13,438,962) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 37,352 | 21,087 |
Debt restructuring cost | 0 | 856,349 |
Loss on extension of warrants | 143,363 | 0 |
Loss on litigation settlement | 0 | 583,601 |
Change in estimated fair value of derivative liabilities | 0 | 8,547,015 |
Loss on debt conversion | 2,753,989 | 40,256 |
Fair market value of equity instruments issued for services | 225,158 | 392,093 |
Stock based compensation | 416,481 | 607,946 |
Amortization of debt discount and deferred financing costs | 273,377 | 5,147 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (98,164) | 113,604 |
Prepaid expenses | (22,436) | (21,097) |
Other assets | 2,212 | (8,612) |
Accounts payable and other current liabilities | (1,108,294) | 46,602 |
Due to related parties | (692,958) | 116,000 |
Net cash used in operating activities | (5,049,414) | (2,138,971) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (96,056) |
Net cash used in investing activities | 0 | (96,056) |
Cash flows from financing activities: | ||
Principal repayments of notes payable | (523,422) | (217,000) |
Proceeds from the issuance of notes payable | 415,000 | 400,000 |
Net proceeds from the issuance of common stock | 4,763,153 | 3,177,032 |
Net cash provided by financing activities | 4,654,731 | 3,360,032 |
Net (decrease) increase in cash | (394,683) | 1,125,005 |
Cash at beginning of year | 1,250,279 | 125,274 |
Cash at end of year | 855,596 | 1,250,279 |
Cash paid during the period for: | ||
Interest | 480,701 | 13,950 |
Income taxes | 0 | 0 |
Supplement information for non-cash investing and financing activities: | ||
Conversion of debt, accrued liabilities and accrued interest to common stock | 2,273,032 | 726,776 |
Reclassification of accounts payable to convertible notes payable | 0 | 47,000 |
Reclassification of accrued interest to convertible notes payable | 25,766 | 20,027 |
Recording deferred financing costs associated with notes payable and convertible notes payable | 117,280 | 83,191 |
Reclassification of warrant derivative liability into equity | 10,679,067 | 1,456,187 |
Issuance of shares under cashless warrant exercises | 434 | 12,717 |
Exercise of stock option for accrued expenses | 0 | 13,000 |
Creation of debt discount on convertible notes payable | 527,780 | 0 |
Stock issued under restricted stock grant | $ 0 | $ 3,400 |
1. ORGANIZATION AND SUMMARY OF
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION Aethlon Medical, Inc. and subsidiary ("Aethlon", the "Company", "we" or "us") is a medical device company focused on creating innovative devices that address unmet medical needs in cancer, infectious disease and other life-threatening conditions. At the core of our developments is the Aethlon ADAPT™ (Adaptive Dialysis-Like Affinity Platform Technology) system, a medical device platform that converges single or multiple affinity drug agents with advanced plasma membrane technology to create therapeutic filtration devices that selectively remove harmful particles from the entire circulatory system without loss of essential blood components. On June 25, 2013, the United States Food and Drug Administration (FDA) approved an Investigational Device Exemption (IDE) that allows us to initiate human feasibility studies of the Aethlon Hemopurifier® in the U.S. Under the feasibility study protocol, we will enroll ten end-stage renal disease patients who are infected with the Hepatitis C virus (HCV) to demonstrate the safety of Hemopurifier therapy. Successful completion of this study will allow us the opportunity to initiate pivotal studies that are required for market clearance to treat HCV and other disease conditions in the U.S. Successful outcomes of human trials will also be required by the regulatory agencies of certain foreign countries where we intend to sell this device. Some of our patents may expire before FDA approval or approval in a foreign country, if any, is obtained. However, we believe that certain patent applications and/or other patents issued more recently will help protect the proprietary nature of the Hemopurifier(R) treatment technology. In October 2013, our subsidiary, Exosome Sciences, Inc. (“ESI”), commenced operations with a focus on advancing exosome-based strategies to diagnose and monitor the progression of cancer, infectious disease and other life-threatening conditions. Our common stock is quoted on the OTCQB marketplace administered by the OTC Markets Group under the symbol "AEMD." REVERSE STOCK SPLIT On April 14, 2015, the Company completed a 1-for-50 reverse stock split. Accordingly, authorized common stock was reduced from 500,000,000 shares to 10,000,000 shares, and each 50 shares of outstanding common stock held by stockholders were combined into one share of common stock. The accompanying consolidated financial statements and accompanying notes have been retroactively revised to reflect such reverse stock split as if it had occurred on April 1, 2013. All shares and per share amounts have been revised accordingly. UNAUDITED PRO FORMA BALANCE SHEET INFORMATION During June 2015, as more fully discussed in Note 16, the Company raised approximately$5,592,000 of cash in exchange for units, comprised of common stock and warrants. Due to the significance of such subsequent event, the Company has included an unaudited pro forma balance sheet as of March 31, 2015 in its consolidated balance sheets to present the effect of the subsequent event as if it had occurred on March 31, 2015. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Aethlon Medical, Inc. and its majority-owned and controlled subsidiary, ESI. All significant intercompany balances and transactions have been eliminated in consolidation. The Company classifies the noncontrolling interests in ESI as part of consolidated net loss in the fiscal years ended March 31, 2015 and 2014 and includes the accumulated amount of noncontrolling interests as part of stockholders’ equity. The losses at ESI during the fiscal year ended March 31, 2015 reduced the noncontrolling interests on our consolidated balance sheet by $182,337 from $218,270 at March 31, 2014 to $35,933 at March 31, 2015. RISKS AND UNCERTAINTIES We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and including the potential risk of business failure. RECLASSIFICATIONS Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of consolidated operations or equity. USE OF ESTIMATES We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, realization of long-lived assets, valuation of derivative liabilities, estimating fair value associated with debt and equity transactions and valuation of deferred tax assets. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS Accounting standards define "cash and cash equivalents" as any short-term, highly liquid investment that is both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. For the purpose of financial statement presentation, we consider all highly liquid investment instruments with original maturities of three months or less when purchased, or any investment redeemable without penalty or loss of interest to be cash equivalents. As of March 31, 2015 and 2014, we had no assets that were classified as cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of our cash, accounts receivable, accounts payable, and other current liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. The carrying amount of the notes payable approximates their fair value due to the short maturity of the notes and since the interest rates approximate current market interest rates for similar instruments. Derivative liabilities recorded in connection with warrants and embedded conversion features of certain convertible notes payable are reported at their estimated fair value, with changes in fair value being reported in results of operations (see Note 10). Management has concluded that it is not practical to determine the estimated fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm's length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practicable due to the lack of data regarding similar instruments, if any, and the associated potential costs. Other than our derivative liabilities, we do not have any assets or liabilities that are measured at fair value on a recurring basis and, during the years ended March 31, 2015 and 2014, did not have any assets or liabilities that were measured at fair value on a nonrecurring basis. CONCENTRATIONS OF CREDIT RISKS Cash is maintained at two financial institutions in checking accounts and related cash management accounts. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2015 cash balances were approximately $471,000 over such insured amount. We do not believe that the Company is exposed to any significant risk with respect to its cash. All of our accounts receivable at March 31, 2015 and 2014 and all of our revenue in the fiscal years ended March 31, 2015 and 2014 were directly from the U.S. Department of Defense or from a subcontract under Battelle, which is a prime contractor with the U.S. Department of Defense. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss included in the consolidated statements of operations. INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between the consolidated financial statements and their respective tax basis. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes, and (b) tax credit carryforwards. We record a valuation allowance for deferred tax assets when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of the deferred tax assets may not be realized. LONG-LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. We believe no impairment charges were necessary during the fiscal years ended March 31, 2015 and 2014. LOSS PER SHARE Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. As of March 31, 2015 and 2014, a total of 2,030,448 and 2,861,492 potential common shares, consisting of shares underlying outstanding stock options, warrants and convertible notes payable were excluded as their inclusion would be antidilutive. SEGMENTS Historically, we operated in one segment that was based on our development of therapeutic devices. However in the December 2013 quarter, we initiated the operations of ESI to develop diagnostic tests. As a result, we now operate in two segments, Aethlon for therapeutic applications and ESI for diagnostic applications (See Note 14). DEFERRED FINANCING COSTS Costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the related debt using the effective interest method. We recorded amortization expense related to our deferred financing costs of $118,147 and $863 during the fiscal years ended March 31, 2015 and 2014, respectively. REVENUE RECOGNITION DARPA Contract -- With respect to revenue recognition, we entered into a government contract with DARPA and have recognized revenue of $630,887 and $1,466,482 under that contract during the fiscal years ended March 31, 2015 and 2014, respectively. We adopted the Milestone method of revenue recognition for the DARPA contract under ASC 605-28 “Revenue Recognition – Milestone Method” and we believe we meet the requirements under ASC 605-28 for reporting contract revenue under the Milestone Method for the fiscal years ended March 31, 2015 and 2014. In order to account for this contract, we identify the deliverables included within the contract and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has standalone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. A milestone is an event having all of the following characteristics: (1) There is substantive uncertainty at the date the arrangement is entered into that the event will be achieved. A vendor’s assessment that it expects to achieve a milestone does not necessarily mean that there is not substantive uncertainty associated with achieving the milestone. (2) The event can only be achieved based in whole or in part on either: (a) the vendor’s performance; or (b) a specific outcome resulting from the vendor’s performance. (3) If achieved, the event would result in additional payments being due to the vendor. A milestone is an event having all of the following characteristics: (1) There is substantive uncertainty at the date the arrangement is entered into that the event will be achieved. A vendor’s assessment that it expects to achieve a milestone does not necessarily mean that there is not substantive uncertainty associated with achieving the milestone. (2) The event can only be achieved based in whole or in part on either: (a) the vendor’s performance; or (b) a specific outcome resulting from the vendor’s performance. (3) If achieved, the event would result in additional payments being due to the vendor. A milestone does not include events for which the occurrence is either: (a) contingent solely upon the passage of time; or (b) the result of a counterparty’s performance. The policy for recognizing deliverable consideration contingent upon achievement of a milestone must be applied consistently to similar deliverables. The assessment of whether a milestone is substantive is performed at the inception of the arrangement. The consideration earned from the achievement of a milestone must meet all of the following for the milestone to be considered substantive: (1) The consideration is commensurate with either: (a) the vendor’s performance to achieve the milestone; or (b) the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the vendor’s performance to achieve the milestone; (2) The consideration relates solely to past performance; and (3) The consideration is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. A milestone is not considered substantive if any portion of the associated milestone consideration relates to the remaining deliverables in the unit of accounting (i.e., it does not relate solely to past performance). To recognize the milestone consideration in its entirety as revenue in the period in which the milestone is achieved, the milestone must be substantive in its entirety. Milestone consideration cannot be bifurcated into substantive and nonsubstantive components. In addition, if a portion of the consideration earned from achieving a milestone may be refunded or adjusted based on future performance, the related milestone is not considered substantive. See Note 11 for the additional disclosure information required under ASC 605-28. Battelle Subcontract -- We entered into a subcontract agreement with Battelle Memorial Institute (“Battelle”) in March 2013. Battelle was chosen by DARPA to be the prime contractor on the systems integration portion of the original DARPA contract and we are one of several subcontractors on that systems integration project. The Battelle subcontract is cost-reimbursable under a time and materials basis. We began generating revenues under the subcontract during the three months ended September 30, 2013 and for the fiscal years ended March 31, 2015 and 2014, we recorded revenue of $131,530 and $157,287, respectively, under the Battelle subcontract. Our revenue under this contract is a function of cost reimbursement plus an overhead mark-up for hours devoted to the project by specific employees (with specific hourly rates for those employees). Battelle engages us as needed. Each payment requires approval by the program manager at Battelle. STOCK-BASED COMPENSATION Employee stock options and rights to purchase shares under stock participation plans are accounted for under the fair value method. Accordingly, share-based compensation is measured when all granting activities have been completed, generally the grant date, based on the fair value of the award. The exercise price of options is generally equal to the market price of the Company's common stock (defined as the closing price as quoted on the OTCBB on the date of grant). Compensation cost recognized by the Company includes (a) compensation cost for all equity incentive awards granted prior to April 1, 2006, but not yet vested, based on the grant-date fair value estimated in accordance with the original provisions of the then current accounting standards, and (b) compensation cost for all equity incentive awards granted subsequent to April 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of subsequent accounting standards. We use a Binomial Lattice option pricing model for estimating fair value of options granted (see Note 6). The following table summarizes share-based compensation expenses relating to shares and options granted and the effect on loss per common share during the years ended March 31, 2015 and 2014: March 31, 2015 March 31, 2014 Vesting of Stock Options $ 416,481 $ 541,588 Incremental fair value of option Modifications – 1,914 Vesting Expense Associated with CEO Restricted Stock Grant – 64,444 Total Stock-Based Compensation Expense $ 416,481 $ 607,946 Weighted average number of common shares outstanding – basic and diluted 5,594,447 3,881,179 Basic and diluted loss per common share $ (0.07 ) $ (0.16 ) We account for transactions involving services provided by third parties where we issue equity instruments as part of the total consideration using the fair value of the consideration received (i.e. the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable. In transactions, when the value of the goods and/or services are not readily determinable and (1) the fair value of the equity instruments is more reliably measurable and (2) the counterparty receives equity instruments in full or partial settlement of the transactions, we use the following methodology: a) For transactions where goods have already been delivered or services rendered, the equity instruments are issued on or about the date the performance is complete (and valued on the date of issuance). b) For transactions where the instruments are issued on a fully vested, non-forfeitable basis, the equity instruments are valued on or about the date of the contract. c) For any transactions not meeting the criteria in (a) or (b) above, we re-measure the consideration at each reporting date based on its then current stock value. We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expense amortization after March 31, 2006 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2015 was insignificant. PATENTS Patents include both foreign and domestic patents. There were several patents pending at March 31, 2015. We capitalize the cost of patents and patents pending, some of which were acquired, and amortize such costs over the shorter of the remaining legal life or their estimated economic life, upon issuance of the patent. The unamortized costs of patents and patents pending are subject to our review for impairment under our long-lived asset policy above. STOCK PURCHASE WARRANTS We grant warrants in connection with the issuance of convertible notes payable and the issuance of common stock for cash. When such warrants are classified as equity and issued in connection with debt, we measure the relative estimated fair value of such warrants and record it as a discount from the face amount of the convertible notes payable. Such discounts are amortized to interest expense over the term of the notes using the effective interest method. Warrants issued in connection with common stock for cash, if classified as equity, are considered issued in connection with equity transactions and the warrant fair value is recorded to additional paid-in-capital. Lastly, warrants not meeting equity classification are recorded as derivative instruments. DERIVATIVE INSTRUMENTS We evaluate free-standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations in other (income) expense. BENEFICIAL CONVERSION FEATURE OF CONVERTIBLE NOTES PAYABLE The convertible feature of certain notes payable provides for a rate of conversion that is below market value. Such feature is normally characterized as a "Beneficial Conversion Feature" ("BCF"). We measure the estimated fair value of the BCF in circumstances in which the conversion feature is not required to be separated from the host instrument and accounted for separately, and record that value in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to interest expense over the term of the notes. RESEARCH AND DEVELOPMENT EXPENSES Our research and development costs are expensed as incurred. We incurred approximately $1,028,000 and $1,509,000 of research and development expenses for the years ended March 31, 2015 and 2014, respectively, which are included in various operating expenses in the accompanying consolidated statements of operations. OFF-BALANCE SHEET ARRANGEMENTS We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial statements. SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS Management is evaluating significant recent accounting pronouncements that are not yet effective for us, including the new accounting standard on revenue recognition, ASU 2014-09 (Topic 606), the new accounting standard related to presentation of financial statements - going concern qualifications, ASU 2014-15, the new accounting standard on consolidation, ASU 2015-02, the new accounting standard on extraordinary and unusual items on income statements, ASU 2015-01, and the new accounting standard on imputation of interest, simplifying the presentation of debt issuance costs, ASU 2015-03 and have not yet concluded whether any such pronouncements will have a significant effect on our future consolidated financial statements. |
2. PROPERTY AND EQUIPMENT
2. PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Property and equipment, net, consist of the following: March 31, 2015 March 31, 2014 Furniture and office equipment, at cost $ 385,088 $ 385,088 Accumulated depreciation (328,997 ) (300,809 ) $ 56,091 $ 84,279 Depreciation expense for the years ended March 31, 2015 and 2014 approximated $28,000 and $12,000, respectively. |
3. PATENTS
3. PATENTS | 12 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PATENTS | Patents consist of the following: March 31, 2015 March 31, 2014 Patents $ 157,442 $ 157,442 Patents pending and trademarks 54,203 54,203 Accumulated amortization (108,320 ) (99,156 ) $ 103,325 $ 112,489 Amortization expense for patents for the years ended March 31, 2015 and 2014 approximated $9,000. Future amortization expense on patents is estimated to be approximately $9,000 per year based on the estimated life of the patents. The weighted average remaining life of our patents is approximately 5.5 years. |
4. NOTES PAYABLE
4. NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Notes payable consist of the following: March 31, 2015 March 31, 2014 Principal Balance Accrued Interest Principal Balance Accrued Interest 12% Notes payable, past due $ – $ – $ 185,000 $ 353,813 10% Note payable, past due – – 5,000 6,375 Directors’ Note(s) – – 200,000 14,516 Total $ – $ – $ 390,000 $ 374,704 During the fiscal years ended March 31, 2015 and March 31, 2014, we recorded interest expense of $34,515 and $59,901, respectively, related to the contractual interest rates of our notes payable. That interest expense was included in interest and other debt expenses on our consolidated statements of operations. 12% NOTES From August 1999 through May 2005, we entered into various borrowing arrangements for the issuance of notes payable from private placement offerings (the "12% Notes"). In December 2014 and January 2015, we paid off in full the remaining eight 12% Notes with aggregate payments of $559,626, representing $185,000 in principal and $374,626 of accrued interest. 10% NOTES In December 2014, we paid off the remaining 10% Note with a payment of $11,750 representing principal of $5,000 and accrued interest of $6,750. DIRECTORS’ NOTES In July 2013, we borrowed $400,000 from two of our directors under two 90 day notes for $200,000 each bearing 10% interest (the “Notes”). At the discretion of the holders, if not paid off by October 9, 2013, the noteholders were entitled to (i) convert the principal and accrued interest under the Notes into shares of common stock at $4.40 per share (the “Conversion Price”) and (ii) receive warrants to purchase common stock equal to 50% of the principal converted under the Notes, with an exercise price of $6.60 per share. Additionally, there was a provision for a penalty interest rate of 12%. That potential conversion price and warrant exercise price were based on the same pricing mechanism that we have used in prior equity unit financings since March 2012 (see Note 6) which are based on 80% of the then current market price of our common stock and with the warrant exercise price based on 120% of the same then current market price. We initially reserved 138,636 shares of common stock to support the conversion of the Notes and accrued interest in full as well as the exercise of the warrants in full (should such conversion and/or issuance occur). During the fiscal year ended March 31, 2014, the principal of $200,000 and accrued interest of $9,367 were paid on one of the Notes, which extinguished all potential common stock and warrant issuance provisions related to that Note. During the fiscal year ended March 31, 2015, the holder of the second note converted the principal of $200,000 and accrued interest of $20,349 into 50,079 shares of our common stock per the conversion formula of the Note (see Note 6). |
5. CONVERTIBLE NOTES PAYABLE
5. CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable consisted of the following at March 31, 2015: Principal Unamortized Net Accrued Convertible Notes Payable – Non-Current Portion: November 2014 10% Convertible Notes 527,780 (372,551 ) 155,229 21,258 Total – Convertible Notes Payable – Non-Current Portion 527,780 (372,551 ) 155,229 21,258 Total Convertible Notes Payable $ 527,780 $ (372,551 ) $ 155,229 $ 21,258 During the fiscal year ended March 31, 2015, we recorded interest expense of $24,625 related to the contractual interest rates of our convertible notes, interest expense of $155,230 related to the amortization of debt discounts on the convertible notes and interest expense of $118,147 related to the amortization of deferred financing costs for a total of $298,002. Convertible Notes Payable consisted of the following at March 31, 2014: Principal Unamortized Net Accrued Convertible Notes Payable – Current Portion: Amended and Restated Series A 12% Convertible Notes, past due $ 885,000 $ – $ 885,000 $ 575,250 2008 10% Convertible Notes, past due 25,000 – 25,000 19,167 October & November 2009 10% Convertible Notes 50,000 – 50,000 26,097 April 2010 10% Convertible Note 75,000 – 75,000 31,438 July and August 2011 10% Convertible Notes, past due 257,655 – 257,655 90,256 Law Firm Note 75,000 – 75,000 7,604 Total – Convertible Notes Payable – Current Portion 1,367,655 – 1,367,655 749,812 Convertible Notes Payable – Non-Current Portion: September 2010 12% Convertible Notes 317,072 – 317,072 35,034 April 2011 12% Convertible Notes 448,448 – 448,448 12,117 September 2011 12% Convertible Notes 10,931 – 10,931 – Total – Convertible Notes Payable – Non-Current Portion 776,451 – 776,451 47,151 Total Convertible Notes Payable $ 2,144,106 $ – $ 2,144,106 $ 796,963 There were no discounts remaining on any of our Convertible Notes Payable as of March 31, 2014. During the fiscal year ended March 31, 2014, we recorded interest expense of $354,949 related to the contractual interest rates of our convertible notes and interest expense of $4,284 related to the amortization of debt discounts on the convertible notes for a total of $359,233. Maturities of Non-Current Portion of Convertible Notes Payable – the November 2014 10% Convertible Notes mature on April 1, 2016, which based on the amount outstanding as of March 31, 2015 would be $527,780. NOVEMBER 2014 10% CONVERTIBLE NOTES In November 2014, we entered into a Subscription Agreement with two accredited investors providing for the issuance and sale of (i) convertible promissory notes (the “November 2014 10% Convertible Notes”) in the aggregate principal amount of $527,780 and (ii) five year warrants to purchase up to 47,123 shares of Common Stock at a fixed exercise price of $8.40 per share. The November 2014 10% Convertible Notes bear interest at the annual rate of 10% and mature on April 1, 2016. The aggregate gross cash proceeds to us were $415,000 after subtracting legal fees of $35,000; the balance of the principal amount of the notes represents a $27,780 due diligence fee and an original issuance discount. We recorded deferred financing costs of $112,780 to reflect the legal fees, due diligence fee and original issuance discount and will amortize those costs over the life of the notes using the effective interest method. The estimated relative fair value of warrants issued in connection with the November 2014 10% Convertible Notes is recorded as a debt discount and is amortized as additional interest expense over the term of the underlying debt. We recorded debt discount of $240,133 based on the relative fair value of these warrants. In addition, as the effective conversion price of the debt was less than market price of the underlying common stock on the date of issuance, we recorded an additional debt discount of $287,647 related to the beneficial conversion feature. As of March 31, 2015, the $527,780 principal amount outstanding under this agreement is presented net of unamortized debt discount of $372,551. The November 2014 10% Convertible Notes are convertible at the option of the holders into shares of our common stock at a fixed price of $5.60 per share, for up to an aggregate of 94,246 shares of Common Stock. There are no registration requirements with respect to the shares of common stock underlying the notes or the warrants. The pricing on both the conversion price and on the warrant exercise price reflected a negotiation that began in September 2014 and continued through funding in November 2014. During that period of time the price of our common stock rose significantly, which complicated the pricing negotiations. We ended up with pricing the notes and warrants at levels consistent with our prior equity unit issuances in October 2014 (see Note 6). AMENDED AND RESTATED SERIES A 12% CONVERTIBLE NOTES In June 2010, we entered into Amended and Restated Series A 12% Convertible Promissory Notes (the "Amended and Restated Notes") with the holders of certain promissory notes previously issued by us, extending the due date to December 31, 2010 on the aggregate principal balance of $900,000. During the fiscal year ended March 31, 2013, the holders of $15,000 of the Notes converted their principal and related accrued interest into common stock. During the fiscal year ended March 31, 2015, the holders of the remaining $885,000 of the Notes converted their principal and related accrued interest into common stock. There was no balance remaining at March 31, 2015. Weiner Note Conversion On June 24, 2014, we entered into an agreement with the Ellen R. Weiner Family Revocable Trust (the “Trust”), a holder of a Series A 12% Convertible Note (the “Note”), which previously was classified as being in default. As per the agreement, the Trust converted past due principal of $660,000 and accrued interest balance of $343,200 into restricted common stock, representing all amounts outstanding to the Trust. Additionally, the Trust agreed to waive anti-dilution price protection underlying warrants previously issued to the Trust. On June 26, 2014, three other parties who held similar warrants also agreed to waive their anti-dilution price protection. Under its agreement, the Trust converted the entire $1,003,200 past due principal and interest balance on the Note, which previously was in default, into an aggregate of 466,365 restricted shares of our common stock and five-year warrants to acquire up to 136,190 shares of our common stock at an exercise price of $2.10 per share (which exercise price was the result of certain contractual price adjustments previously made during 2011) and up to 7,944 shares of our common stock at an exercise price of $5.40 per share (collectively, the “Conversion Securities”). Based on the fair value of the warrants and shares issued to the Trust for the accrued interest, we recorded a loss on settlement of notes of $1,791,421 during the fiscal year ended March 31, 2015. In exchange for the Trust’s conversion in full of the Note and accrued interest and for the waivers of anti-dilution price protection in the previously issued warrants, in addition to the Conversion Securities, we issued to the Trust 1,500 restricted shares of common stock as a service fee, changed the exercise price of all of the previously issued warrants to $2.10 per share and extended the expiration date of all of the previously issued warrants to July 1, 2018. We valued the 1,500 share service fee at $12,000 based on our closing price on the date of the agreement and recorded that value as interest expense during the June 2014 period. Bird Estate Extension On July 8, 2014, we executed a written restructuring agreement (the “Agreement”) with the Estate of Allan Bird (the “Estate”), a holder of a Series A 12% Convertible Note (the “Note”), which previously was classified as being in default. Since the negotiations for the Agreement were completed in the month of June, we recorded the impact of the Agreement as of June 30, 2014. In the Agreement, the Estate agreed to extend the expiration date of the Note to April 1, 2016, to convert approximately $116,970 of accrued interest to equity, and to waive anti-dilution price protection underlying the Note and warrants previously issued to the Estate. Under the Agreement, the Estate converted the entire $116,970 past due interest balance on the Note, which previously was in default, into an aggregate of 51,837 restricted shares of our common stock. The Estate received five-year warrants to acquire up to 46,429 shares of our common stock at an exercise price of $2.10 per share (which exercise price was the result of certain contractual price adjustments previously made during 2011). Based on our common stock prices during a period of negotiation with the Estate including during calendar year 2013, the Estate also received five-year warrants to acquire up to 2,708 shares of our common stock at an exercise price of $5.40 (collectively known as the “Conversion Securities”). Based on the fair value of the warrants and shares issued to the Estate for the accrued interest, we recorded a loss on settlement of notes of $663,209 during the fiscal year ended March 31, 2015. In exchange for the Estate’s extension of the Note, conversion of accrued interest and for the waivers of anti-dilution price protection in the previously issued warrants, in addition to the Conversion Securities, we also issued to the Estate 500 restricted shares of common stock as an extension fee and extended the expiration date of all of the previously issued warrants to July 1, 2018. We valued the 500 share extension fee at $4,500 based on our closing price and recorded that value as a deferred financing cost, which we will amortize over the extended two year life of the note. Bird Estate Conversion In November 18, 2014, we issued an aggregate of 112,500 shares of common stock to the Estate upon the conversion of an aggregate of $236,250 representing all $225,000 of unpaid principal and $11,250 of unpaid accrued interest due under the Note. The conversion price per share was $2.10. 2008 10% CONVERTIBLE NOTES In September 2014, we issued to the holder of the remaining 2008 10% Convertible Note units consisting of an aggregate of 9,564 shares of restricted common stock and unit warrants to acquire up to an aggregate of 4,782 shares of common stock at an exercise price of $4.80 per share (see Note 6). The units were issued to the Note holder upon the conversion of an aggregate of $45,906 of unpaid principal and accrued interest due under the Note, which represented the entire amount outstanding under the Note and the Note was retired. We recorded a loss on debt conversion of $65,493 on this transaction. OCTOBER & NOVEMBER 2009 10% CONVERTIBLE NOTES In October and November 2009, we raised $430,000 from the sale to accredited investors of 10% convertible notes ("October & November 2009 10% Convertible Notes"). The October & November 2009 10% Convertible Notes matured at various dates between April 2011 and May 2011 and are convertible into our common stock at a fixed conversion price of $12.50 per share. The investors also received matching three year warrants to purchase unregistered shares of our common stock at an exercise price of $12.50 per share. We measured the fair value of the warrants and the beneficial conversion feature of the Notes and recorded a 100% discount against the principal of the notes. Such discount was fully amortized at March 31, 2014. The following table shows the conversions into principal of the October and November 2009 10% Convertible Notes by fiscal year: Activity in October & November 2009 10% Convertible Notes Initial principal balance $ 450,250 Conversions during the fiscal year ended March 31, 2010 (70,000 ) Conversions during the fiscal year ended March 31, 2011 (175,000 ) Conversions during the fiscal year ended March 31, 2012 (130,250 ) Conversions during the fiscal year ended March 31, 2013 (25,000 ) Conversions during the fiscal year ended March 31, 2014 – Conversions into equity unit structure during the fiscal year ended March 31, 2015 (50,000 ) Balance as of March 31, 2015 $ – As noted in the above table, the remaining balance of the September 2011 Convertible Notes was converted into equity during the fiscal year ended March 31, 2015. In October 2014, we issued to the holder of the remaining October & November 2009 10% Convertible Note and the April 2010 10% Convertible Note units consisting of an aggregate of 36,716 shares of common stock and unit warrants to acquire up to an aggregate of 18,358 shares of common stock at an exercise price of $7.70 per share. The units were issued to the note holder upon the conversion of an aggregate of $189,087 of unpaid principal and accrued interest due under two promissory notes (the remaining October & November 2009 10% Convertible Note and the April 2010 10% Convertible Note). The amounts converted represented the entire principal and interest outstanding under the notes and the notes held by that holder were retired. We recorded a loss on debt conversion of $92,811 during the fiscal year ended March 31, 2015 related to the conversion of the remaining October & November 2009 10% Convertible Note. APRIL 2010 10% CONVERTIBLE NOTE In April 2010, we raised $75,000 from the sale to an accredited investor of a 10% convertible note. The convertible note was originally scheduled to mature in October 2011 and is convertible into our common stock at a fixed conversion price of $0.25 per share prior to maturity. The investor also received three year warrants to purchase 300,000 unregistered shares of our common stock at a price of $0.25 per share. We measured the fair value of the warrants and the beneficial conversion feature of the notes and recorded a 100% discount against the principal of the notes. We amortized this discount using the effective interest method over the term of the note. In October 2014, we issued to the holder of the remaining October & November 2009 10% Convertible Note and the April 2010 10% Convertible Note units consisting of an aggregate of 36,716 shares of common stock and unit warrants to acquire up to an aggregate of 18,358 shares of common stock at an exercise price of $7.70 per share. The units were issued to the note holder upon the conversion of an aggregate of $189,087 of unpaid principal and accrued interest due under two promissory notes (the remaining October & November 2009 10% Convertible Note and the April 2010 10% Convertible Note). The amounts converted represented the entire principal and interest outstanding under the notes and the notes held by that holder were retired. We recorded a loss on debt conversion of $130,128 during the fiscal year ended March 31, 2015 related to the conversion of the April 2010 10% Convertible Note. SEPTEMBER 2010 12% CONVERTIBLE NOTES On September 3, 2010, we entered into a Subscription Agreement with three accredited investors (the “Purchasers”) providing for the issuance and sale of convertible promissory notes and corresponding warrants in the aggregate principal amount of $1,430,000. The initial closing under the Subscription Agreement resulted in the issuance and sale of (i) convertible promissory notes in the aggregate principal amount of $743,600, (ii) five-year warrants to purchase an aggregate of 74,360 shares of our common stock at an exercise price of $15.56 per share, and (iii) five-year warrants to purchase an aggregate of 74,360 shares of our common stock at an exercise price of $21.79 per share. The convertible promissory notes bear interest compounded monthly at the annual rate of ten percent (10%) and mature on April 1, 2016 (see below). The aggregate gross cash proceeds were $650,000, the balance of the principal amount representing a due diligence fee and an original issuance discount. The convertible promissory notes are convertible at the option of the holders into shares of our common stock at a price per share equal to eighty percent (80%) of the average of the three lowest closing bid prices of the common stock as reported by Bloomberg L.P. for the principal market on which the common stock trades or is quoted for the ten (10) trading days preceding the proposed conversion date. Subject to adjustment as described in the notes, the conversion price may not be more than $15.00 nor less than $10.00. There are no registration requirements with respect to the shares of common stock underlying the notes or the warrants. On March 31, 2014, we entered into separate Amendments to Convertible Notes and Warrants (collectively, the “Amendments”) with three accredited investors (collectively, the “Investors”) who own certain convertible promissory notes (collectively, the “Notes”) and warrants (collectively, the “Warrants”) previously issued by us on various dates between December 5, 2007 and September 23, 2011, including the September 2010 Convertible Notes. Prior to the Amendments, the Notes were past maturity and were in default, resulting in the accrual of interest at the applicable default interest rate. The Amendments extended the maturity date of each of the Notes to April 1, 2016, which permits us to classify them as long-term liabilities. As a result of the Amendments, the Notes are no longer in default and the non-default interest rate for all of the Notes was set at 12% per annum, which represents a reduction from the default interest rates of fifteen percent at which interest had been accruing. By entering into the Amendments, we also agreed to increase the currently outstanding principal amount of the Notes by 12% from a total of $693,260 to a total of $776,451. During the period from October 2011 to February 2014, the Investors had converted, at conversion prices between $2.73 and $3.50 per share, portions of principal and interest outstanding under the Notes and certain other convertible promissory notes previously issued to them by us. Certain antidilution provisions applicable to such notes should have resulted in such conversions being effected at a conversion price of $2.10 per share. Accordingly, pursuant to the Amendments, we issued to the investors an aggregate of 90,142 shares of the Company’s Common Stock, which represents the additional shares of Common Stock that would have been issued to the Investors had such conversions been effected at $2.10 per share. The Amendments also set the conversion price of the Notes, as well as the exercise price at which shares of our common stock can be purchased under the Warrants, at $2.10 per share. By virtue of the Amendments, the expiration dates of the Warrants also were extended from dates between September 3, 2015 and September 23, 2016 to January 1, 2017. The following table shows the activity in the September 2010 12% Convertible Notes by fiscal year: Activity in the September 2010 10% Convertible Notes Initial principal balance $ 743,600 Conversions during the fiscal year ended March 31, 2012 (405,500 ) Conversions during the fiscal year ended March 31, 2013 (30,000 ) Conversions during the fiscal year ended March 31, 2014 (25,000 ) Increase in principal balance due to 12% extension fee 33,972 Conversions during the fiscal year ended March 31, 2015 (317,072 ) Balance as of March 31, 2015 $ – As noted in the above table, the remaining balance of the September 2011 Convertible Notes was converted into equity during the fiscal year ended March 31, 2015. JULY & AUGUST 2011 10% CONVERTIBLE NOTES During the three months ended September 30, 2011, we raised $357,656 in five separate 10% convertible notes. Those notes had a fixed conversion price of $4.50 per share and carried an interest rate of 10%. The convertible notes matured in July and August 2012. We also issued those investors five year warrants to purchase 79,479 shares of common stock at $6.25 per share. We measured the fair value of the warrants and the beneficial conversion feature of the notes and recorded a $257,926 discount against the principal of the notes. We amortized this discount using the effective interest method over the term of the note. Effective March 31, 2014, the holders of three of the five notes totaling $100,000 converted all of their principal and accrued interest into 28,774 shares of our common stock at the contractual conversion price of $4.50 per share. In September 2014, we entered into a forbearance agreement with the holder of the remaining two notes in which we agreed to repay his notes by October 31, 2014 and in which we also agreed to extend his warrants by two years. We recorded a charge of $143,363 in the September 2014 period related to this warrant extension due to the change in the fair value of the warrants. In October 2014, we paid off in full the remaining outstanding principal balance and interest balances on the two remaining notes with cash payments of $382,748. APRIL 2011 12% CONVERTIBLE NOTES In April 2011, we entered into a Subscription Agreement with two accredited investors (the “Purchasers”) providing for the issuance and sale of convertible promissory notes and corresponding warrants in the aggregate principal amount of $385,000. The closing under the Subscription Agreement resulted in the issuance and sale by us of (i) convertible promissory notes in the aggregate principal amount of $385,000, (ii) five-year warrants to purchase an aggregate of 80,080 shares of our common stock at an exercise price of $6.25 per share, and (iii) five-year warrants to purchase an aggregate of 80,080 shares of our common stock at an exercise price of $8.75 per share. The convertible promissory notes bear interest compounded monthly at the annual rate of 10% and mature on April 1, 2016 (see below). The aggregate gross cash proceeds to us were $350,000, the balance of the principal amount representing a due diligence fee and an original issuance discount. The convertible promissory notes are convertible at the option of the holders into shares of our common stock at a price per share equal to eighty percent (80%) of the average of the three lowest closing bid prices of the common stock as reported by Bloomberg L.P. for the principal market on which the common stock trades or is quoted for the ten (10) trading days preceding the proposed conversion date. Subject to adjustment as described in the notes, the conversion price may not be more than $10.00 nor less than $5.00. There are no registration requirements with respect to the shares of common stock underlying the notes or the warrants. In addition, we issued (i) five-year warrants to purchase an aggregate of 16,250 shares of our common stock at an exercise price of $6.25 per share, and (ii) five-year warrants to purchase an aggregate of 16,250 shares of our common stock at an exercise price of $8.75 per share to the Purchasers. These warrants were issued as an antidilution adjustment under certain common stock purchase warrants held by the Purchasers that were acquired from us in September 2010. On March 31, 2014, we entered into separate Amendments to Convertible Notes and Warrants (collectively, the “Amendments”) with three accredited investors (collectively, the “Investors”) who own certain convertible promissory notes (collectively, the “Notes”) and warrants (collectively, the “Warrants”) previously issued by us on various dates between December 5, 2007 and September 23, 2011, including the April 2011 Convertible Notes. Prior to the Amendments, the Notes were past maturity and were in default, resulting in the accrual of interest at the applicable default interest rate. The Amendments extended the maturity date of each of the Notes to April 1, 2016, which permits us to classify them as long-term liabilities. As a result of the Amendments, the Notes are no longer in default and the non-default interest rate for all of the Notes was set at 12% per annum, which represents a reduction from the default interest rates of 15% at which interest had been accruing. By entering into the Amendments, we also agreed to increase the currently outstanding principal amount of the Notes by 12% from a total of $693,260 to a total of $776,451. During the period from October 2011 to February 2014, the Investors had converted, at conversion prices between $2.73 and $3.50 per share, portions of principal and interest outstanding under the Notes and certain other convertible promissory notes previously issued to them by us. Certain antidilution provisions applicable to such notes should have resulted in such conversions being effected at a conversion price of $2.10 per share. Accordingly, pursuant to the Amendments, we issued to the investors an aggregate of 90,142 shares of the Company’s Common Stock, which represents the additional shares of Common Stock that would have been issued to the Investors had such conversions been effected at $2.10 per share. The Amendments also set the conversion price of the Notes, as well as the exercise price at which shares of our common stock can be purchased under the Warrants, at $2.10 per share. By virtue of the Amendments, the expiration dates of the Warrants also were extended from dates between September 3, 2015 and September 23, 2016 to January 1, 2017. The following table shows the conversions into principal of the April 2011 12% Convertible Notes by fiscal year: Activity in the April 2011 12% Convertible Notes Initial principal balance $ 400,400 Increase in principal balance due to extension fee 48,048 Conversions during the fiscal year ended March 31, 2015 (448,448 ) Balance as of March 31, 2015 $ – As noted in the above table, the remaining balance of the April 2011 Convertible Notes was converted into equity during the fiscal year ended March 31, 2015. SEPTEMBER 2011 CONVERTIBLE NOTES In September 2011, we issued $253,760 of convertible notes, convertible at $3.50 per share. Such notes originally matured in September 2012. On March 31, 2014, we entered into separate Amendments to Convertible Notes and Warrants (collectively, the “Amendments”) with three accredited investors (collectively, the “Investors”) who own certain convertible promissory notes (collectively, the “Notes”) and warrants (collectively, the “Warrants”) previously issued by us on various dates between December 5, 2007 and September 23, 2011, including the September 2011 Convertible Notes. Prior to the Amendments, the Notes were past maturity and were in default, resulting in the accrual of interest at the applicable default interest rate. The Amendments extended the maturity date of each of the Notes to April 1, 2016, which permits us to classify them as long-term liabilities. As a result of the Amendments, the Notes are no longer in default and the non-default interest rate for all of the Notes was set at 12% per annum, which represents a reduction from the default interest rates of 15% at which interest had been accruing. By entering into the Amendments, we also agreed to increase the currently outstanding principal amount of the Notes by 12%, which in the case of the September 2011 Notes, they increased from $9,760 to $10,931. During the period from October 2011 to February 2014, the Investors had converted, at conversion prices between $2.73 and $3.50 per share, portions of principal and interest outstanding under the Notes and certain other convertible promissory notes previously issued to them by us. Certain antidilution provisions applicable to such notes should have resulted in such conversions being effected at a conversion price of $2.10 per share. Accordingly, pursuant to the Amendments, we issued to the investors an aggregate of 90,142 shares of the Company’s Common Stock, which represents the additional shares of Common Stock that would have been issued to the Investors had such conversions been effected at $2.10 per share. The Amendments also set the conversion price of the Notes, as well as the exercise price at which shares of our common stock can be purchased under the Warrants, at $2.10 per share. By virtue of the Amendments, the expiration dates of the Warrants also were extended to January 1, 2017. The following table shows the conversions into principal of the September 2011 Convertible Notes by fiscal year: Activity in the September 2011 Convertible Notes Initial principal balance $ 253,760 Conversions during the fiscal year ended March 31, 2012 (15,000 ) Conversions during the fiscal year ended March 31, 2013 (60,000 ) Conversions during the fiscal year ended March 31, 2014 (169,000 ) Increase in principal balance due to extension fee 1,171 Conversions during the fiscal year ended March 31, 2015 (10,931 ) Balance as of March 31, 2015 $ – As noted in the above table, the remaining balance of the September 2011 Convertible Notes was converted into equity during the fiscal year ended March 31, 2015. LAW FIRM NOTE On March 22, 2012, we entered into a Promissory Note with our corporate law firm for the amount of $75,000, which represented the majority of the amount we owed to that firm at that time. The Promissory Note originally had a maturity date of December 31, 2012 and bore interest at 5% per annum. The note was convertible at the option of the holder into shares of our common stock at a 10% discount to the market price of the common stock on the date prior to conversion with a floor price on such conversions of $4.00 per share. The holder subsequently agreed to extend the Maturity Date of the Note first to October 1, 2013, then to September 30, 2013, and then the expiration date of this note was again extended to October 1, 2014. In November 2014, we paid off in full the Law Firm Note with a cash payment of $50,000 and an issuance of 3,400 common shares. |
6. EQUITY TRANSACTIONS
6. EQUITY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | COMMON STOCK AND WARRANTS Aethlon Medical, Inc. Equity Transactions in the Fiscal Year Ended March 31, 2015 Equity Unit Investments in the Fiscal Year Ended March 31, 2015 In the three months ended June 30, 2014, we completed unit subscription agreements with seven accredited investors pursuant to which we issued 43,849 shares of our common stock and 21,924 warrants to purchase our common stock for net cash proceeds of $320,800. Such warrants have exercise prices ranging from $9.65 to $11.80 per share. During the three months ended September 30, 2014, we issued and sold to three accredited investors units consisting of (a) two thousand (2,000) restricted shares of our common stock, par value $.001 per share, at prices per share ranging from $4.55 to $4.70 and (b) a five-year warrant to purchase one thousand (1,000) shares of common stock at exercise prices ranging from $6.80 to $7.15 per share. In total, the investors purchased for cash an aggregate of $90,000 of units. The investors acquired an aggregate of 19,500 shares of common stock and warrants to acquire up to an aggregate of 9,750 shares of Common Stock. During the three months ended December 31, 2014, we issued and sold to eight accredited investors units consisting of (a) 2,000 restricted shares of our common stock at prices per share ranging from $5.25 to $5.70 and (b) a five-year warrant to purchase 1,000 shares of common stock at exercise prices ranging from $7.70 to $8.35 per share. In total, the investors purchased for cash an aggregate of $502,700 of units. The investors acquired an aggregate of 90,125 shares of common stock and warrants to acquire up to an aggregate of 45,063 shares of common stock. During the three months ended December 31, 2014, we sold $3,300,000 of units at a price of $15.00 per unit (the “December Financing”). Each unit consists of one share of common stock and a warrant to purchase 1.2 shares of common stock at an exercise price per share of $15.00. We sold a total of 220,000 units in the financing consisting of 220,000 shares of common stock and warrants to purchase 264,000 shares of common stock at an exercise price of $15.00 per share. Roth Capital Partners, LLC served as sole placement agent for the December Financing and received a cash fee of $231,000, expense reimbursement of $25,000, and a five-year warrant to purchase 11,000 shares of common stock at an exercise price of $15.00 per share for its services in the financing. In addition, we paid $10,000 in legal expenses to the investors’ counsel. We also paid $32,572 to our counsel related to this financing. The net proceeds to us after the placement fee and legal fees were $3,001,428. Note Conversions in the Fiscal Year Ended March 31, 2015 As discussed above in Note 5, during the three months ended June 30, 2014, we issued 314,286 shares of restricted common stock to the holder of one of the Series A 12% Convertible Notes in exchange for the conversion in full of the $660,000 principal balance of that note, 152,079 shares of restricted common stock in exchange for conversion of $343,200 of accrued interest and 75,000 shares of restricted common stock as a restructuring fee. During that period, we also issued the other holder of the Series A 12% Convertible Notes 51,837 shares of restricted common stock in exchange for conversion of $116,970 of accrued interest and 500 shares of restricted common stock as a restructuring fee. During the three months ended September 30, 2014, we issued 38,750 shares of restricted common stock to the holders of three convertible notes in exchange for the partial or full conversion of principal and interest in the aggregate amount of $81,375 at a conversion price of $2.10 per share. On July 24, 2014, we issued an aggregate of 50,079 shares of restricted common stock and a seven-year warrant to issue up to 25,040 shares of common stock at an exercise price of $6.60 per share to Dr. Chetan Shah, a director. The common stock and warrant were issued to Dr. Shah upon the conversion of an aggregate of $220,349 of unpaid principal and accrued interest due under a 10% Convertible Note previously issued to Dr. Shah by us on July 9, 2013. On September 17, 2014, we issued to the holder of the remaining 2008 10% Convertible Note units consisting of an aggregate of 9,564 shares of restricted common stock and unit warrants to acquire up to an aggregate of 4,782 shares of common stock at an exercise price of $4.80 per share (see Note 5). The units were issued to the note holder upon the conversion of an aggregate of $45,906 of unpaid principal and accrued interest due under the promissory note, which represented the entire amount outstanding under the note. We recorded a loss on debt conversion of $65,493 on this transaction. During the three months ended December 31, 2014, we issued an aggregate of 284,745 shares of common stock to two accredited investors upon the conversion of an aggregate of $597,965 of unpaid principal and accrued interest due under promissory notes we previously issued to the investors. The conversion price per share was $2.10 (see Note 5). During the three months ended December 31, 2014, we issued an aggregate of 112,500 shares of common stock to convert in full the outstanding principal balance of $225,000 and interest balance of $11,250 on the remaining note from 2010 through the issuance of 112,500 shares of common stock. The conversion price per share was $2.10 (see Note 5). During the three months ended December 31, 2014, we issued to an accredited investor units consisting of an aggregate of 36,716 shares of common stock and warrants to acquire up to an aggregate of 18,358 shares of common stock at an exercise price of $5.15 per share. The units were issued to the investor upon the conversion of an aggregate of $189,087 of unpaid principal and accrued interest due under two promissory notes we previously issued to the investor. The amounts converted represented the entire principal and interest outstanding under the notes and the notes held by that holder were retired (see Note 5). During the three months ended March 31, 2015, we issued an aggregate of 98,688 shares of Common Stock to an accredited investor upon the conversion of an aggregate of $207,245 of unpaid principal due under a convertible promissory note previously issued to the investor. The conversion price per share was $2.10 (see Note 6). Common Stock Issuances in the Fiscal Year Ended March 31, 2015 During the three months ended June 30, 2014, we issued 4,383 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock Plan at an average price of $8.50 per share in payment for legal services, internal controls consulting services and regulatory consulting services collectively valued at $38,268 based on the value of the services provided. During the three months ended September 30, 2014, we issued 7,199 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock Plan at an average price of $7.00 per share in payment for legal and scientific consulting services valued at $49,090 based on the value of the services provided. During the three months ended September 30, 2014, we issued 7,806 shares of restricted common stock at an average price of $9.50 per share in payment for investor relations consulting services valued at $75,000 based on the value of the services provided. During the three months ended December 31, 2014, we issued 7,486 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock Plan at an average price of $7.30 per share in payment for legal and scientific consulting services valued at $54,800 based on the value of the services provided. During the three months ended December 31, 2014, we issued 780 shares of restricted common stock at an average price of $10.50 per share in payment for investor relations consulting services valued at $8,000 based on the value of the services provided. Warrant Exercises and Issuance of New Warrants upon Exercise in the Fiscal Year Ended March 31, 2015 During the three months ended September 30, 2014, we issued to four investors 53,465 shares of restricted common stock through the cash exercise of eight warrants for $259,474 of cash at an average exercise price of approximately $5.00 per share. As an inducement to those investors, we issued them replacement warrants to acquire up to an aggregate of 53,465 shares of common stock on the same terms as the warrants they exercised. During the three months ended December 31, 2014, we issued an aggregate of 113,422 shares of common stock and seven-year warrants to issue up to an aggregate of 113,422 shares of common stock at exercise prices ranging from $4.65 to $5.80 per share to eight accredited investors. One of the investors was Dr. Chetan Shah, one of our directors. We issued the common stock and warrants to the investors upon the cash exercise of previously issued warrants held by them. The investors paid an aggregate of $579,251 upon exercise of the previously outstanding warrants at exercise prices ranging from $4.65 to $5.80 per share. Debt Reduction in the Fiscal Year Ended March 31, 2015 During the three months ended December 31, 2014, we paid off in full the outstanding principal balance and interest balance on the Law Firm Note with a cash payment of $50,000 and an issuance of 3,400 common shares (see Note 4). Issuance of Convertible Notes in the Fiscal Year Ended March 31, 2015 During the three months ended December 31, 2014, we sold to two accredited investors (i) convertible promissory notes in the aggregate principal amount of $527,780 and (ii) five year warrants to purchase up to 47,123 shares of common stock at a fixed exercise price of $8.40 per share. The convertible promissory notes bear interest at the annual rate of 10% and mature on April 1, 2016. The aggregate gross cash proceeds to us were $415,000 after subtracting legal fees of $35,000; the balance of the principal amount of the notes represents a $27,780 due diligence fee and an original issuance discount. The convertible promissory notes are convertible at the option of the holders into shares of our common stock at a fixed price of $5.60 per share, for up to an aggregate of 94,246 shares of common stock (see Note 5). Warrant Exercises in the Fiscal Year Ended March 31, 2015 During the three months ended December 31, 2014, we issued an aggregate of 430,333 shares of common stock to accredited investors upon the exercise of previously issued warrants. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 605,304 shares of common stock. During the three months ended March 31, 2015, we issued 3,574 shares of common stock to an accredited investor upon the exercise of a previously issued warrant. The warrant was exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercise. The cashless exercise of the warrant resulted in the cancellation of a portion of the previously issued warrant to purchase an aggregate of 1,602 shares of common stock. Stock Option Exercises in the Fiscal Year Ended March 31, 2015 During the three months ended December 31, 2014, two former employees exercised stock options to purchase 1,000 common shares through a cash payment of $9,500 with an exercise price of $9.50 per share. Aethlon Medical, Inc. Equity Transactions in the Fiscal Year Ended March 31, 2014 Common Stock Issuances in the Fiscal Year Ended March 31, 2014: In June 2013, we completed a unit subscription agreement with three accredited investors pursuant to which we issued 31,605 shares of our common stock and 15,802 warrants to purchase our common stock for net cash proceeds of $128,000. Such warrants have an exercise price of $6.05 per share. In June 2013, we issued to our CEO the remaining 68,000 shares under his restricted share grant, all of which were vested. During the three months ended June 30, 2013, we issued 73,506 shares of restricted common stock to the holders of three notes issued by the Company in exchange for the partial conversion of principal and interest in an aggregate amount of $246,500 at an average conversion price of $3.35 per share. During the three months ended June 30, 2013, we issued 4,455 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock Plan at an average price of $4.88 per share in payment for legal services valued at $21,750 based on the value of the services provided. In August 2013, we completed a unit subscription agreement with four accredited investors (the “Purchasers”) pursuant to which we issued 18,018 shares of our common stock and 9,009 warrants to purchase our common stock in exchange for net cash proceeds of $100,000. Such warrants have an exercise price of $8.35 per share. During the three months ended September 30, 2013, we issued 18,670 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock Plan at an average price of $6.83 per share in payment for legal and scientific consulting services valued at $127,593 based on the value of the services provided. During the three months ended September 30, 2013, we issued 23,367 shares of restricted common stock at an average price of $4.92 per share in payment for investor relations and public relations services valued at $115,000 based on the value of the services provided. During the three months ended September 30, 2013, we issued 55,907 shares of restricted common stock to the holders of four notes issued by the Company in exchange for the partial or full conversion of principal and interest in an aggregate amount of $173,960 at an average conversion price of $3.11 per share. During the three months ended December 31, 2013, we entered into a unit purchase agreement and subscription agreements with 32 accredited investors pursuant to which we issued 287,344 shares of our common stock and warrants to purchase our common stock for gross cash proceeds of $1,795,900. Such warrants have an exercise price of $11.00 per share. A FINRA registered broker-dealer was engaged as placement agent in connection with the above Unit Purchase Agreement. We paid the placement agent an aggregate cash fee in the amount of $270,508 and will issue the placement agent or its designees warrants to purchase an aggregate of 43,102 shares of our common stock. We also paid $78,360 in other costs and fees, including legal fees, blue sky fees and escrow costs. The net proceeds that we received totaled $1,447,032. During the three months ended December 31, 2013, we issued 29,304 shares of restricted common stock to the holders of two notes issued by us in exchange for the partial or full conversion of accrued interest in an aggregate amount of $80,000 at an average conversion price of $2.73 per share. During the three months ended March 31, 2014, we issued 52,764 shares of restricted common stock to the holders of five notes issued by us in exchange for the partial or full conversion of accrued interest in an aggregate amount of $226,316 at an average conversion price of $4.29 per share. During the three months ended March 31, 2014, we issued 6,935 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock Plan at an average price of $9.41 per share in payment for legal services valued at $65,250 based on the value of the services provided. During the three months ended March 31, 2014, we issued 7,996 shares of restricted common stock at an average price of $7.82 per share in payment for investor relations and public relations services valued at $62,500 based on the value of the services provided. On March 31, 2014, we entered into extension agreements with three noteholders (see Note 5). In conjunction with the extension agreements, we agreed to issue to the noteholders an aggregate 90,142 shares of restricted common stock as a result of the noteholders invoking the antidilution protection on their notes. In March 2014, a former director exercised 3,659 in vested stock options through the contribution of $2,000 in cash and $13,000 in accrued expenses owed to him based on the exercise price of $4.10 per share. During the fiscal year ended March 31, 2014, we issued 254,325 shares of restricted common stock in connection with cashless warrant exercises discussed elsewhere in this footnote. Exosome Sciences, Inc. Equity Transactions in the Fiscal Year Ended March 31, 2014 On November 21, 2013, ESI, prior to the transaction described herein, a wholly owned diagnostic subsidiary of ours, entered into a stock purchase agreement with twelve accredited investors pursuant to which such investors purchased an aggregate of 220,000 shares of ESI’s common stock at a purchase price of $5.00 per share, for an aggregate purchase price of $1,100,000 in cash. On December 13, 2013, ESI entered into a second stock purchase agreement with three accredited investors, pursuant to which such investors purchased an aggregate of 80,000 shares of ESI’s common stock at a purchase price of $5.00 per share, for an aggregate purchase price of $400,000 in cash. The aggregate gross proceeds received by ESI under these two transactions above were $1,500,000. As a result of these transactions the Company’s percentage ownership of the outstanding common stock of ESI was reduced from 100% to 80%. One of the investors was Dr. Chetan Shah, a director of the Company. Dr. Shah purchased 70,000 ESI shares for an aggregate purchase price of $350,000. WARRANTS: A summary of the aggregate warrant activity for the years ended March 31, 2015 and 2014 is presented below: Year Ended March 31, 2015 2014 Warrants Weighted Average Warrants Weighted Average Outstanding, beginning of year 1,414,190 $ 5.00 1,512,946 $ 5.50 Granted 806,478 $ 8.46 290,610 $ 9.00 Exercised (590,659 ) $ 4.29 (254,324 ) $ 4.00 Cancelled/Forfeited (199,271 ) $ 7.11 (135,042 ) $ 5.50 Outstanding, end of year 1,430,738 $ 6.84 1,414,190 $ 5.00 Exercisable, end of year 1,430,738 $ 6.84 1,414,190 $ 5.00 Weighted average estimated fair value of warrants granted $ 11.83 $ 4.50 The following outlines the significant weighted average assumptions used to estimate the fair value of warrants granted utilizing the Binomial Lattice option pricing model: Year Ended March 31, 2015 2014 Risk free interest rate 0.79%-2.29% 1.3%-2.04% Average expected life 5 to 7 years 5 to 7 years Expected volatility 87.8% - 107.4% 91.2% - 98.5% Expected dividends None None The detail of the warrants outstanding and exercisable as of March 31, 2015 is as follows: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $5.00 or Below 528,657 3.77 $ 2.62 528,657 $ 2.62 $5.20 - $9.00 605,152 4.37 $ 6.66 605,152 $ 6.66 $9.65 - $15.00 296,929 4.71 $ 14.70 296,929 $ 14.70 1,430,738 1,430,738 STOCK OPTIONS: 2000 STOCK OPTION PLAN Our 2000 Stock Option Plan provides for the grant of incentive stock options to our full-time employees (who may also be directors) and nonstatutory stock options to non-employee directors, consultants, customers, vendors or providers of significant services. The exercise price of any incentive stock option may not be less than the fair market value of the common stock on the date of grant or, in the case of an optionee who owns more than 10% of the total combined voting power of all classes of our outstanding stock, not be less than 110% of the fair market value on the date of grant. The exercise price, in the case of any nonstatutory stock option, must not be less than 75% of the fair market value of the common stock on the date of grant. The amount reserved under the 2000 Stock Option Plan is 10,000 options. At March 31, 2015, all of the grants previously made under the 2000 Stock Option Plan had expired and 200 restricted shares had been issued under the plan, with 9,800 available for future issuance. 2003 CONSULTANT STOCK PLAN Our 2003 Consultant Stock Plan, as amended from time to time (the "Stock Plan"), adopted by us in August 2003, advances our interests by helping us obtain and retain the services of persons providing consulting services upon whose judgment, initiative, efforts and/or services we are substantially dependent, by offering to or providing those persons with incentives or inducements affording such persons an opportunity to become owners of our common stock. Over several years, we issued 150,000 shares under the Stock Plan and discontinued using the Stock Plan in October 2012. 2010 STOCK INCENTIVE PLAN In August 2010, we adopted the 2010 Stock Incentive Plan, which provides incentives to attract, retain and motivate employees and directors whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through awards of options, the right to purchase common stock, stock bonuses and stock appreciation rights and other awards. A total of 70,000 common shares were initially reserved for issuance under the 2010 Stock Incentive Plan. In August 2010, we filed a registration statement on Form S-8 for the purpose of registering 70,000 common shares issuable under this plan under the Securities Act, and in July 2012, we filed a registration statement on Form S-8 for the purpose of registering 100,000 common shares issuable under this plan under the Securities Act. At March 31, 2015, we had 28,845 shares available under this plan. 2012 DIRECTORS COMPENSATION PROGRAM In July 2012, our Board of Directors approved a board compensation program that modifies and supersedes the 2005 Directors Compensation Program, which was previously in effect. Under the 2012 program, in which only non-employee directors may participate, an eligible director will receive a grant of $35,000 worth of ten-year options to acquire shares of common stock, with such grant being valued at the exercise price based on the average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year. In addition, under this program, eligible directors will receive cash compensation equal to $500 for each committee meeting attended and $1,000 for each formal board meeting attended. In the fiscal year ended March 31, 2013, our Board of Directors granted ten-year options to acquire an aggregate of 33,342 shares of our common stock, all with an exercise price of $3.80 per share, to our four outside directors under the 2012 program. In the fiscal year ended March 31, 2014, our Board of Directors granted ten-year options to acquire an aggregate of 31,911 shares of our common stock, all with an exercise price of $4.10 per share, to our five outside directors under the 2012 program. In the fiscal year ended March 31, 2015, our Board of Directors granted ten-year options to acquire an aggregate of 11,053 shares of our common stock, all with an exercise price of $9.50 per share, to our three outside directors under the 2012 program. At March 31, 2015 we had issued 26,757 options under the old 2005 program to outside directors and 79,309 options to employee-directors, 21,756 outside directors’ options had been forfeited, 5,000 outside directors’ options had been exercised, 79,309 employee-directors’ options had been forfeited and no options under the old 2005 program remained outstanding. On June 6, 2014, our Board of Directors approved certain changes to the 2012 program. Under this modified program, a new eligible director will receive an initial grant of $50,000 worth of options to acquire shares of common stock, with such grant being valued at the exercise price based on the average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year. These options will have a term of ten years and will vest 1/3 upon grant and 1/3 upon each of the first two anniversaries of the date of grant. In addition, at the beginning of each fiscal year, each existing director eligible to participate in the modified 2012 program also will receive a grant of $35,000 worth of options valued at the exercise price based on the average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year. Such options will vest on the first anniversary of the date of grant. In lieu of per meeting fees, eligible directors will receive an annual board retainer fee of $30,000. The modified 2012 program also provides for the following annual retainer fees: Audit Committee Chair - $5,000, Compensation Committee chair - $5,000, Audit Committee member - $4,000, Compensation Committee member - $4,000 and lead independent director - $15,000. STAND-ALONE GRANTS From time to time our Board of Directors grants restricted stock or common share purchase options or warrants to selected directors, officers, employees and consultants as equity compensation to such persons on a stand-alone basis outside of any of our formal stock plans. The terms of these grants are individually negotiated. On June 8, 2009, our Board of Directors approved the grant to Mr. Joyce of 80,000 shares of restricted common stock at a price per share of $12.00, the vesting and issuance of which occurred in equal installments over a thirty-six-month period that commenced on June 30, 2010. As of March 31, 2015, we had issued 499,763 options (of which 146,810 have been exercised or cancelled) and authorized the issuance of 80,000 shares of restricted stock outside of the 2005 Directors Compensation Plan, the 2012 Directors Compensation Plan, the 2000 Stock Option Plan, the 2003 Consultant Stock Plan and the 2010 Incentive Stock Plan. The following is a summary of the stock options outstanding at March 31, 2015 and 2014 and the changes during the years then ended: Year Ended March 31, 2015 2014 Options Weighted Average Options Weighted Average Outstanding, beginning of year 522,668 $ 12.50 421,916 $ 14.00 Granted 59,453 $ 9.50 104,411 $ 4.50 Exercised (1,000 ) $ 9.50 (3,659 ) $ 4.00 Cancelled/Forfeited (79,431 ) $ 18.76 – $ – Outstanding, end of year 501,690 $ 11.00 522,668 $ 12.50 Exercisable, end of year 418,923 $ 12.00 449,751 $ 13.50 Weighted average estimated fair value of options granted $ 9.50 $ 6.50 The following outlines the significant weighted average assumptions used to estimate the fair value with respect to stock options utilizing the Binomial Lattice option pricing model for the years ended March 31, 2015 and March 31, 2014: Year Ended March 31, 2015 2014 Risk free interest rate 2.60% 0.38% to 2.65% Average expected life 10 years 3 to 10 years Expected volatility 90.23% 91.05% to 102.67% Expected dividends None None The detail of the options outstanding and exercisable as of March 31, 2015 is as follows: Options Outstanding Options Exercisable Range of Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $4.00 - $9.50 190,547 8.56 years $ 6.03 107,780 $ 5.56 $10.50 - $12.50 220,143 4.25 years $ 11.98 220,143 $ 11.98 $18.00 - $20.50 91,000 3.05 years $ 19.13 91,000 $ 19.13 501,690 418,923 We recorded stock-based compensation expense related to share issuances and to options granted totaling $416,481 and $607,946 for the fiscal years ended March 31, 2015 and 2014, respectively. These expenses were recorded as stock compensation included in payroll and related expenses in the accompanying consolidated statement of operations for the years ended March 31, 2015 and 2014. Our total stock-based compensation for fiscal years ended March 31, 2015 and 2014 included the following: March 31, 2015 March 31, 2014 Vesting of restricted stock grant $ – $ 64,444 Incremental fair value of option modifications – 1,914 Vesting of stock options 416,481 541,588 Total Stock-Based Compensation $ 416,481 $ 607,946 As of March 31, 2015, we had $341,982 of remaining unrecognized stock option expense, which is expected to be recognized over a weighted average remaining vesting period of 1.10 years. On March 31, 2015, our stock options had a negative intrinsic value since the closing price on that date of $9.50 per share was below the weighted average exercise price of our stock options. |
7. RELATED PARTY TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | DUE TO RELATED PARTIES Historically, certain of our officers and other related parties have advanced us funds, agreed to defer compensation and/or paid expenses on our behalf to cover working capital deficiencies. During the fiscal year ended March 31, 2015, we repaid to related parties all amounts due that was accrued prior to April 1, 2014. These unsecured and non-interest-bearing liabilities have been included as due to related parties in the accompanying consolidated balance sheets. Other related party transactions are disclosed elsewhere in these notes to consolidated financial statements. |
8. OTHER CURRENT LIABILITIES
8. OTHER CURRENT LIABILITIES | 12 Months Ended |
Mar. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | Other current liabilities were comprised of the following items: March 31, March 31, 2015 2014 Accrued interest $ 21,258 $ 1,165,335 Accrued legal fees – 179,465 Accrued liquidated damages – 362,800 Other accrued liabilities 64,473 147,774 Total other current liabilities $ 85,731 $ 1,855,374 |
9. INCOME TAXES
9. INCOME TAXES | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | For the years ended March 31, 2015 and 2014, we had no income tax expense due to our net operating losses and 100% deferred tax asset valuation allowance. At March 31, 2015 and 2014, we had net deferred tax assets as detailed below. These deferred tax assets are primarily composed of capitalized research and development costs and tax net operating loss carryforwards. Due to uncertainties surrounding our ability to generate future taxable income to realize these assets, a 100% valuation has been established to offset the net deferred tax assets. Significant components of our net deferred tax assets at March 31, 2015 and 2014 are shown below: YEAR ENDED MARCH 31, 2015 2014 Deferred tax assets: Capitalized research and development $ 3,442,000 $ 3,442,000 Net operating loss carryforwards 17,927,000 15,193,000 Total deferred tax assets 21,369,000 18,635,000 Total deferred tax liabilities – – Net deferred tax assets 21,369,000 18,635,000 Valuation allowance for deferred tax assets (21,369,000 ) (18,635,000 ) Net deferred tax assets $ – $ – At March 31, 2015, we had tax net operating loss carryforwards for federal and state purposes approximating $46 million and $38 million, which begin to expire in the year 2021. The provision for income taxes on earnings subject to income taxes differs from the statutory federal rate for the years ended March 31, 2015 and 2014 due to the following: 2015 2014 Income taxes (benefit) at federal statutory rate of 34% $ (2,373,000 ) $ (4,541,000 ) State income tax, net of federal benefit (418,000 ) (156,000 ) Tax effect on non-deductible expenses and credits 1,524,000 4,297,000 Change in valuation allowance 1 1,267,000 400,000 $ – $ – Pursuant to Internal Revenue Code Sections 382, use of our tax net operating loss carryforwards may be limited. ASC 740, “Income Taxes”, clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements, and prescribes recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the years ended March 31, 2015 and 2014, we did not recognize any interest or penalties relating to tax matters. At and for the years ended March 31, 2015 and 2014, management does not believe the Company has any uncertain tax positions. Accordingly, there are no unrecognized tax benefits at March 31, 2015 or March 31, 2014. Our tax returns remain open for examination by the applicable authorities, generally 3 years for federal and 4 years for state. We are currently not under examination by any taxing authorities. |
10. FAIR VALUE MEASUREMENTS
10. FAIR VALUE MEASUREMENTS | 12 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | We follow FASB ASC 820, "FAIR VALUE MEASUREMENTS AND DISCLOSURES" (“ASC 820”) in connection with financial assets and liabilities measured at fair value on a recurring basis subsequent to initial recognition. ASC 820 requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The fair value of our recorded derivative liabilities is determined based on unobservable inputs that are not corroborated by market data, which is a Level 3 classification. We record derivative liabilities on our balance sheet at fair value with changes in fair value recorded in our consolidated statements of operations. Our fair value measurements at the reporting date were as follows: At March 31, 2015, we no longer had any derivative liabilities as all of the holders of the financial instruments that had price antidilution protection waived such price antidilution protection. Our fair value measurements at the March 31, 2014 reporting date are classified based on the valuation technique level noted in the table below: Description Quoted Prices in Significant Other Significant Derivative Liabilities $ – $ – $ 10,679,067 Total Assets $ – $ – $ 10,679,067 The following outlines the significant weighted average assumptions used to estimate the fair value information presented for the fiscal year ended March 31, 2014 in connection with our April 2011 convertible note, July & August 2011 10% convertible notes and the September 2011 convertible note offerings and with respect to warrant and embedded conversion option derivative instruments utilizing the Binomial Lattice option pricing model: Fiscal Year Ended March 31, 2014 Risk free interest rate 0.02% - 0.79% Average expected life 0.25 – 2.8 years Expected volatility 58.0% - 103.1% Expected dividends None The table below sets forth a summary of changes in the fair value of our Level 3 financial instruments for the year ended March 31, 2014: April 1, Recorded New Derivative Liabilities Change in estimated fair value recognized in results of operations Reclassification of Derivative Liability to Paid in capital March 31, Derivative liabilities $ 3,588,239 $ – $ 5,729,780 $ 1,361,048 $ 10,679,067 |
11. DARPA CONTRACT AND RELATED
11. DARPA CONTRACT AND RELATED REVENUE RECOGNITION | 12 Months Ended |
Mar. 31, 2015 | |
Revenue Recognition [Abstract] | |
DARPA CONTRACT AND RELATED REVENUE RECOGNITION | As discussed in Note 1, we entered into a contract with the Defense Advanced Research Projects Agency on September 30, 2011. Under the Defense Advanced Research Projects Agency award, we have been engaged to develop a therapeutic device to reduce the incidence of sepsis, a fatal bloodstream infection that often results in the death of combat-injured soldiers. The award from the Defense Advanced Research Projects Agency was a fixed-price contract with potential total payments to us of $6,794,389 over the course of five years. Fixed price contracts require the achievement of multiple, incremental milestones to receive the full award during each year of the contract. Under the terms of the contract, we will perform certain incremental work towards the achievement of specific milestones against which we will invoice the government for fixed payment amounts. Originally, only the base year (year one contract) was effective for the parties, however, the Defense Advanced Research Projects Agency subsequently exercised the option on the second, third and fourth years of the contract. The Defense Advanced Research Projects Agency has the option to enter into the contract for year five. The milestones are comprised of planning, engineering and clinical targets, the achievement of which in some cases will require the participation and contribution of third party participants under the contract. There can be no assurance that we alone, or with third party participants, will meet such milestones to the satisfaction of the government and in compliance with the terms of the contract or that we will be paid the full amount of the contract revenues during any year of the contract term. We commenced work under the contract in October 2011. Due to budget restrictions within the Department of Defense, on February 10, 2014, the Defense Advanced Research Projects Agency reduced the scope of our contract in years three through five of the contract. The reduction in scope focused our research on exosomes, viruses and blood processing instrumentation. This scope reduction will reduce the possible payments under the contract by $858,491 over years three through five. We recently completed a re-budgeting of the expected costs on the remaining years of the Defense Advanced Research Projects Agency contract based on the reduced milestones and have concluded that the reductions in our costs due to the scaled back level of work will almost entirely offset the anticipated revenue levels based on current assumptions. Fiscal Year Ended March 31, 2015 During the fiscal year ended March 31, 2015, we invoiced the Defense Advanced Research Projects Agency for four milestones totaling $630,887. The details of those milestones were as follows: Milestone 2.4.2.2 – Determine capacity requirements of affinity resin to multiple simultaneous targets. The milestone payment was $197,362. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we were able to determine the capacity requirements of affinity resin to multiple simultaneous targets. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.4.2.4 – Finish construction and delivery of 25 experimental cartridges for testing by the system integrator. The milestone payment was $50,000. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we delivered the 25 cartridges to the systems integrator as part of our submission for approval. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone M9 – Target capture > 90% in 24 hours for at least 3 targets ex vivo in blood or blood components using the optimized cartridge. The milestone payment was $197,361. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we were able to capture approximately 90% in 24 hours for at least 3 targets ex vivo in blood or blood components using the optimized cartridge. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone M11 - Develop a strategic plan for developing an alternate method of producing galanthus nivalis agglutinin by cloning the gene into an alternate vector and identify potential partners for such production. The milestone payment was $186,164. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we developed a strategic plan for developing an alternate method of producing GNA by cloning the gene into an alternate vector and identified potential partners for such production. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Fiscal Year Ended March 31, 2014 As a result of achieving eight milestones in the fiscal year ended March 31, 2014, we reported $1,466,482 in contract revenue for that fiscal year. The details of the eight milestones achieved during the fiscal year ended March 31, 2014 were as follows: Milestone 2.3.2.2 – Formulate initial design work based on work from the previous phase. Begin to build and test selected instrument design and tubing sets. The milestone payment was $195,581. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we were able to formulate the initial design work and to build and test selected instrument design and tubing sets as part of our submission for approval. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.3.2.2 – Write and test software and conduct ergonomic research. Begin discussions with the systems integrator. The milestone payment was $195,581. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We obtained wrote and tested software and conducted ergonomic research and began discussions with the systems integrator. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.3.3.2 – Cartridge construction with optimized affinity matrix design for each potential target. Complete the capture agent screening. The milestone payment was $208,781. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We completed the cartridge construction with optimized affinity matrix design for each potential target and completed the capture agent screening. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone M5 – Target capture > 90% in 24 hours for at least three targets in blood or blood components. The milestone payment was $208,781. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we were able to capture > 90% in 24 hours for at least three of the agreed targets in blood or blood components. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone M3 – Conduct a series of experiments aimed at characterizing the contribution of several alternate fluidic designs and methods of perfusing plasma filters and affinity columns in the performance of affinity plasmapheresis. The milestone payment was $195,576. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we had conducted the relevant series of experiments. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.4.2.1 – Evaluate contribution of manufacturing process variables to binding capacity of affinity resin. The milestone payment was $197,362. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we had evaluated the contribution of manufacturing process variables to binding capacity of affinity resin. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.4.1.1 – Design and fabricate optimized configuration(s) of hemopurification device(s) that contain(s) a combination of hemofilters, plasma filters and affinity columns. The milestone payment was $186,164. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we had designed and fabricated optimized configuration of hemopurification devices. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.4.2.3 – Perform biocompatibility tests for the combination ADAPT device to confirm the combination cartridge does not present additional risk. The milestone payment was $78,641. Management considers this milestone to be substantive as it was not dependent on the passage of time nor was it based solely on another party's efforts. We demonstrated that we had performed biocompatibility tests for the combination ADAPT device to confirm the combination cartridge does not present additional risk. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. |
12. SIGNIFICANT FOURTH QUARTER
12. SIGNIFICANT FOURTH QUARTER ADJUSTMENTS | 12 Months Ended |
Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
SIGNIFICANT FOURTH QUARTER ADJUSTMENTS | During the fourth quarter of the fiscal years ended March 31, 2015 and 2014, we did not deem any unusual or infrequently occurring items or adjustments to be material to our fourth quarter results. |
13. COMMITMENTS AND CONTINGENCI
13. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | EMPLOYMENT CONTRACTS We entered into an employment agreement with our Chairman of the Board (“Chairman”) effective April 1, 1999. The agreement, which is cancelable by either party upon sixty days’ notice, will be in effect until the Chairman retires or ceases to be employed by us. Under the terms of the agreement, if the Chairman is terminated he may become eligible to receive a salary continuation payment in the amount of at least twelve months' base salary, which was increased to $350,000 per year in June 2014. We entered into an employment agreement with Dr. Tullis (“Tullis”) effective January 10, 2000 as our Chief Science Officer ("CSO"). Under the terms of the agreement, if Tullis is terminated he may become eligible to receive a salary continuation payment in the amount of twelve months base salary, which is $195,000 per year. LEASE COMMITMENTS We currently rent approximately 2,600 square feet of executive office space at 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 at the rate of $6,054 per month on a four year lease that expires in January 2019. We also rent approximately 1,700 square feet of laboratory space at 11585 Sorrento Valley Road, Suite 109, San Diego, California 92121 at the rate of $4,560 per month on a one year lease that expires in October 2015. Our current plans are to renew the lease prior to expiration. Our Exosome Sciences, Inc. subsidiary rents approximately 2,055 square feet of office and laboratory space at 11 Deer Park Drive, South Brunswick, NJ at the rate of $3,917 per month on a one year lease that expires in October 2015. Our current plans are to renew the lease prior to expiration. Rent expense approximated $167,000 and $163,000 for the fiscal years ended March 31, 2015 and 2014, respectively. As of March 31, 2015, our commitments under the lease agreements are as follows: Fiscal Year Ended March 31, 2016 2017 2018 2019 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease $ 73,048 $ 75,512 $ 78,156 $ 67,018 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 31,923 – – – 11 Deer Park Drive, South Brunswick, NJ office lease 27,423 – – – Total Lease Commitments $ 132,394 $ 75,512 $ 78,156 $ 67,018 LEGAL MATTERS From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. We are not presently a party to any pending or threatened legal proceedings. |
14. SEGMENTS
14. SEGMENTS | 12 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
SEGMENTS | We operate our businesses principally through two reportable segments: Aethlon, which represents our therapeutic business activities, and ESI, which represents our diagnostic business activities. Our reportable segments have been determined based on the nature of the potential products being developed. Aethlon’s revenue is generated primarily from government contracts to date and ESI does not yet have any revenues. We have not included any allocation of corporate overhead to the ESI segment. The following tables set forth certain information regarding our segments and other operations that conforms to the consolidated balance sheet and statement of operations presented in this Report: Fiscal Years Ended March 31, 2015 2014 Revenues: Aethlon $ 762,417 $ 1,623,769 ESI – – Total Revenues $ 762,417 $ 1,623,769 Operating Losses: Aethlon $ (3,081,169 ) $ (2,651,863 ) ESI (911,684 ) (404,065 ) Total Operating Loss $ (3,992,853 ) $ (3,055,928 ) Net Losses: Aethlon $ (6,087,810 ) $ (13,357,232 ) ESI (911,684 ) (81,730 ) Net Loss Before Non-Controlling Interests $ (6,979,494 ) $ (13,438,962 ) Cash: Aethlon $ 721,689 $ 208,259 ESI 133,907 1,042,020 Total Cash $ 855,596 $ 1,250,279 Total Assets: Aethlon $ 1,159,910 $ 597,026 ESI 220,678 1,098,076 Total Assets $ 1,380,588 $ 1,695,102 Capital Expenditures: Aethlon $ – $ 37,313 ESI – 58,743 Capital Expenditures $ – $ 96,056 Depreciation and Amortization: Aethlon $ 17,770 $ 11,549 ESI 19,582 9,538 Total Depreciation and Amortization $ 37,352 $ 21,087 Interest Expense: Aethlon $ 349,923 $ 1,282,638 ESI – 4,583 Total Interest Expense $ 349,923 $ 1,287,221 |
15. SUBSEQUENT EVENTS (UNAUDITE
15. SUBSEQUENT EVENTS (UNAUDITED) | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Management has evaluated events subsequent to March 31, 2015 through the date that the accompanying consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements. Reverse Split On April 14, 2015, we completed a 1-for-50 reverse stock split. Accordingly, authorized common stock was reduced from 500,000,000 shares to 10,000,000 shares, and each 50 shares of outstanding common stock held by stockholders were combined into one share of common stock. The accompanying consolidated financial statements and accompanying notes have been retroactively revised to reflect such reverse stock split as if it had occurred on April 1, 2013. All share and per share amounts have been revised accordingly. Government Contracts Subsequent to March 31, 2015, we billed $186,164 under our DARPA contract and billed $6,344 under the Battelle subcontract and we collected $384,882 under both contracts. Common Stock Issuances Subsequent to March 31, 2015, we issued 951 shares of common stock as the result of rounding up of fractional shares that arose due to our reverse stock split. June 2015 Financing – See Note 16 below |
16. PRO FORMA BALANCE SHEET (UN
16. PRO FORMA BALANCE SHEET (UNAUDITED) | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
16. PRO FORMA BALANCE SHEET (UNAUDITED) | Management has presented unaudited pro forma balance sheet information as if the subsequent event discussed below had occurred on March 31, 2015. Such pro forma information is subject to future adjustment as management determines the final accounting for such transaction. June 2015 Financing In June 2015, we sold units (the “Units”), comprised of common stock and warrants, in exchange for net proceeds of $5,591,988, to certain accredited investors, including three institutional investors (collectively the “Purchasers”) at a price of $6.30 per Unit (the “Agreement”). Each Unit consists of one share of common stock and .75 of a five-year warrant to purchase one share of common stock at an exercise price of $6.30 per share. We issued 952,383 shares of common stock and warrants to purchase 714,285 shares of common stock Roth Capital Partners served as placement agent for the transaction and will receive 32,371 warrants for its services as well as a cash commission of $285,512 and $75,000 for its legal expenses in the transaction. We intend to use the proceeds to fund the clinical advancement of the Aethlon Hemopurifier and for general corporate purposes. As part of the terms of the Agreement, we entered into a Registration Rights Agreement with the Purchasers pursuant to which we agreed to file a registration statement to register for resale the shares of common stock issued, as well as the shares of common stock underlying the warrants, within 30 calendar days following the closing of the transaction. Subject to certain exceptions, in the event the registration statement does not become effective within certain time periods set forth in the Registration Rights Agreement, we would be required to pay the Purchasers an amount in cash equal to two percent (2.0%) of the aggregate purchase price of the Units every month until such time as the registration statement becomes effective or the shares of common stock (and shares of common stock underlying the Warrants) sold may be sold by the Purchasers pursuant to Rule 144 without any restrictions or limitations. In connection with the transaction, Mr. James Joyce, our Chief Executive Officer, Mr. James Frakes, our Chief Financial Officer and Dr. Chetan Shah, a director of the Company, each agreed to waive their right to exercise certain stock options and warrants held by them representing the right to acquire 402,318 shares of common stock in the aggregate (the “Waivers”). The Waivers were required in order to make a sufficient number of shares of common stock available for issuance and expire when we amend our Articles of Incorporation to increase sufficiently the number of authorized shares of common stock available for issuance. Pro Forma References The unaudited pro forma balance sheet information as of March 31, 2015 assumes (1) the addition to our cash of $5,591,988 in net proceeds from the June 2015 financing, (2) the issuance of 952,383 shares of our common stock to the Purchasers in the transaction which increases the common stock on our balance sheet by $952, and (3) an increase in our additional paid in capital of $5,591,036. The following unaudited pro forma information has been prepared as though the subsequent event transaction had occurred on March 31, 2015. The pro forma references refer to the above paragraph. Aethlon Medical, Inc. Pro Forma Balance Sheet Pro Forma Adjustments Balance Sheet March 31, 2015 Amount Reference March 31, 2015 ASSETS CURRENT ASSETS Cash $ 855,596 $ 5,591,988 (1) $ 6,447,584 Accounts receivable 193,341 – 193,341 Deferred financing costs 82,324 – 82,324 Prepaid expenses 73,135 – 73,135 TOTAL CURRENT ASSETS 1,204,396 5,591,988 (1) 6,796,384 NON-CURRENT ASSETS Property and equipment, net 56,091 – 56,091 Patents, net 103,325 – 103,325 Deposits 16,776 – 16,776 TOTAL NONCURRENT ASSETS 176,192 – 176,192 TOTAL ASSETS $ 1,380,588 $ 5,591,988 (1) $ 6,972,576 LIABILITIES AND DEFICIT CURRENT LIABILITIES Accounts payable $ 342,133 $ – $ 342,133 Due to related parties 146,112 146,112 Other current liabilities 85,731 – 85,731 TOTAL CURRENT LIABILITIES 573,976 – 573,976 NONCURRENT LIABILITIES Convertible notes payable, non-current portion 155,229 – 155,229 TOTAL NONCURRENT LIABILITIES 155,229 – 155,229 TOTAL LIABILITIES 729,205 – 729,205 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock 6,657 952 (2) 7,609 Additional paid in capital 82,238,507 5,591,036 (3) 87,829,543 Accumulated deficit (81,629,714 ) – - (81,629,714 ) TOTAL AETHLON MEDICAL, INC. STOCKHOLDERS' EQUITY 615,450 5,591,988 (2) (3) 6,207,438 Noncontrolling interests 35,933 – 35,933 TOTAL EQUITY 651,383 5,591,988 (2) (3) 6,243,371 TOTAL LIABILITIES AND EQUITY $ 1,380,588 $ 5,591,988 (2) (3) $ 6,972,576 |
1. ORGANIZATION AND SUMMARY O23
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
ORGANIZATION | ORGANIZATION Aethlon Medical, Inc. and subsidiary ("Aethlon", the "Company", "we" or "us") is a medical device company focused on creating innovative devices that address unmet medical needs in cancer, infectious disease and other life-threatening conditions. At the core of our developments is the Aethlon ADAPT™ (Adaptive Dialysis-Like Affinity Platform Technology) system, a medical device platform that converges single or multiple affinity drug agents with advanced plasma membrane technology to create therapeutic filtration devices that selectively remove harmful particles from the entire circulatory system without loss of essential blood components. On June 25, 2013, the United States Food and Drug Administration (FDA) approved an Investigational Device Exemption (IDE) that allows us to initiate human feasibility studies of the Aethlon Hemopurifier® in the U.S. Under the feasibility study protocol, we will enroll ten end-stage renal disease patients who are infected with the Hepatitis C virus (HCV) to demonstrate the safety of Hemopurifier therapy. Successful completion of this study will allow us the opportunity to initiate pivotal studies that are required for market clearance to treat HCV and other disease conditions in the U.S. Successful outcomes of human trials will also be required by the regulatory agencies of certain foreign countries where we intend to sell this device. Some of our patents may expire before FDA approval or approval in a foreign country, if any, is obtained. However, we believe that certain patent applications and/or other patents issued more recently will help protect the proprietary nature of the Hemopurifier(R) treatment technology. In October 2013, our subsidiary, Exosome Sciences, Inc. (“ESI”), commenced operations with a focus on advancing exosome-based strategies to diagnose and monitor the progression of cancer, infectious disease and other life-threatening conditions. Our common stock is quoted on the OTCQB marketplace administered by the OTC Markets Group under the symbol "AEMD." |
REVERSE STOCK SPLIT | REVERSE STOCK SPLIT On April 14, 2015, the Company completed a 1-for-50 reverse stock split. Accordingly, authorized common stock was reduced from 500,000,000 shares to 10,000,000 shares, and each 50 shares of outstanding common stock held by stockholders were combined into one share of common stock. The accompanying consolidated financial statements and accompanying notes have been retroactively revised to reflect such reverse stock split as if it had occurred on April 1, 2013. All shares and per share amounts have been revised accordingly. |
UNAUDITED PRO FORMA BALANCE SHEET INFORMATION | UNAUDITED PRO FORMA BALANCE SHEET INFORMATION During June 2015, as more fully discussed in Note 16, the Company raised approximately$5,592,000 of cash in exchange for units, comprised of common stock and warrants. Due to the significance of such subsequent event, the Company has included an unaudited pro forma balance sheet as of March 31, 2015 in its consolidated balance sheets to present the effect of the subsequent event as if it had occurred on March 31, 2015. |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Aethlon Medical, Inc. and its majority-owned and controlled subsidiary, ESI. All significant intercompany balances and transactions have been eliminated in consolidation. The Company classifies the noncontrolling interests in ESI as part of consolidated net loss in the fiscal years ended March 31, 2015 and 2014 and includes the accumulated amount of noncontrolling interests as part of stockholdersÂ’ equity. The losses at ESI during the fiscal year ended March 31, 2015 reduced the noncontrolling interests on our consolidated balance sheet by $182,337 from $218,270 at March 31, 2014 to $35,933 at March 31, 2015. |
RISKS AND UNCERTAINTIES | RISKS AND UNCERTAINTIES We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and including the potential risk of business failure. |
RECLASSIFICATIONS | RECLASSIFICATIONS Certain reclassifications have been made to the prior yearÂ’s consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of consolidated operations or equity. |
USE OF ESTIMATES | USE OF ESTIMATES We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, realization of long-lived assets, valuation of derivative liabilities, estimating fair value associated with debt and equity transactions and valuation of deferred tax assets. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Accounting standards define "cash and cash equivalents" as any short-term, highly liquid investment that is both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. For the purpose of financial statement presentation, we consider all highly liquid investment instruments with original maturities of three months or less when purchased, or any investment redeemable without penalty or loss of interest to be cash equivalents. As of March 31, 2015 and 2014, we had no assets that were classified as cash equivalents. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of our cash, accounts receivable, accounts payable, and other current liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. The carrying amount of the notes payable approximates their fair value due to the short maturity of the notes and since the interest rates approximate current market interest rates for similar instruments. Derivative liabilities recorded in connection with warrants and embedded conversion features of certain convertible notes payable are reported at their estimated fair value, with changes in fair value being reported in results of operations (see Note 10). Management has concluded that it is not practical to determine the estimated fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm's length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practicable due to the lack of data regarding similar instruments, if any, and the associated potential costs. Other than our derivative liabilities, we do not have any assets or liabilities that are measured at fair value on a recurring basis and, during the years ended March 31, 2015 and 2014, did not have any assets or liabilities that were measured at fair value on a nonrecurring basis. |
CONCENTRATIONS OF CREDIT RISKS | CONCENTRATIONS OF CREDIT RISKS Cash is maintained at two financial institutions in checking accounts and related cash management accounts. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2015 cash balances were approximately $471,000 over such insured amount. We do not believe that the Company is exposed to any significant risk with respect to its cash. All of our accounts receivable at March 31, 2015 and 2014 and all of our revenue in the fiscal years ended March 31, 2015 and 2014 were directly from the U.S. Department of Defense or from a subcontract under Battelle, which is a prime contractor with the U.S. Department of Defense. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss included in the consolidated statements of operations. |
INCOME TAXES | INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between the consolidated financial statements and their respective tax basis. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes, and (b) tax credit carryforwards. We record a valuation allowance for deferred tax assets when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of the deferred tax assets may not be realized. |
LONG-LIVED ASSETS | LONG-LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. We believe no impairment charges were necessary during the fiscal years ended March 31, 2015 and 2014. |
LOSS PER SHARE | LOSS PER SHARE Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. As of March 31, 2015 and 2014, a total of 2,030,448 and 2,861,492 potential common shares, consisting of shares underlying outstanding stock options, warrants and convertible notes payable were excluded as their inclusion would be antidilutive. |
SEGMENTS | SEGMENTS Historically, we operated in one segment that was based on our development of therapeutic devices. However in the December 2013 quarter, we initiated the operations of ESI to develop diagnostic tests. As a result, we now operate in two segments, Aethlon for therapeutic applications and ESI for diagnostic applications (See Note 14). |
DEFERRED FINANCING COSTS | DEFERRED FINANCING COSTS Costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the related debt using the effective interest method. We recorded amortization expense related to our deferred financing costs of $118,147 and $863 during the fiscal years ended March 31, 2015 and 2014, respectively. |
REVENUE RECOGNITION | REVENUE RECOGNITION DARPA Contract -- With respect to revenue recognition, we entered into a government contract with DARPA and have recognized revenue of $630,887 and $1,466,482 under that contract during the fiscal years ended March 31, 2015 and 2014, respectively. We adopted the Milestone method of revenue recognition for the DARPA contract under ASC 605-28 “Revenue Recognition – Milestone Method” and we believe we meet the requirements under ASC 605-28 for reporting contract revenue under the Milestone Method for the fiscal years ended March 31, 2015 and 2014. In order to account for this contract, we identify the deliverables included within the contract and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has standalone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. A milestone is an event having all of the following characteristics: (1) There is substantive uncertainty at the date the arrangement is entered into that the event will be achieved. A vendor’s assessment that it expects to achieve a milestone does not necessarily mean that there is not substantive uncertainty associated with achieving the milestone. (2) The event can only be achieved based in whole or in part on either: (a) the vendor’s performance; or (b) a specific outcome resulting from the vendor’s performance. (3) If achieved, the event would result in additional payments being due to the vendor. A milestone is an event having all of the following characteristics: (1) There is substantive uncertainty at the date the arrangement is entered into that the event will be achieved. A vendor’s assessment that it expects to achieve a milestone does not necessarily mean that there is not substantive uncertainty associated with achieving the milestone. (2) The event can only be achieved based in whole or in part on either: (a) the vendor’s performance; or (b) a specific outcome resulting from the vendor’s performance. (3) If achieved, the event would result in additional payments being due to the vendor. A milestone does not include events for which the occurrence is either: (a) contingent solely upon the passage of time; or (b) the result of a counterparty’s performance. The policy for recognizing deliverable consideration contingent upon achievement of a milestone must be applied consistently to similar deliverables. The assessment of whether a milestone is substantive is performed at the inception of the arrangement. The consideration earned from the achievement of a milestone must meet all of the following for the milestone to be considered substantive: (1) The consideration is commensurate with either: (a) the vendor’s performance to achieve the milestone; or (b) the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the vendor’s performance to achieve the milestone; (2) The consideration relates solely to past performance; and (3) The consideration is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. A milestone is not considered substantive if any portion of the associated milestone consideration relates to the remaining deliverables in the unit of accounting (i.e., it does not relate solely to past performance). To recognize the milestone consideration in its entirety as revenue in the period in which the milestone is achieved, the milestone must be substantive in its entirety. Milestone consideration cannot be bifurcated into substantive and nonsubstantive components. In addition, if a portion of the consideration earned from achieving a milestone may be refunded or adjusted based on future performance, the related milestone is not considered substantive. See Note 11 for the additional disclosure information required under ASC 605-28. Battelle Subcontract -- We entered into a subcontract agreement with Battelle Memorial Institute (“Battelle”) in March 2013. Battelle was chosen by DARPA to be the prime contractor on the systems integration portion of the original DARPA contract and we are one of several subcontractors on that systems integration project. The Battelle subcontract is cost-reimbursable under a time and materials basis. We began generating revenues under the subcontract during the three months ended September 30, 2013 and for the fiscal years ended March 31, 2015 and 2014, we recorded revenue of $131,530 and $157,287, respectively, under the Battelle subcontract. Our revenue under this contract is a function of cost reimbursement plus an overhead mark-up for hours devoted to the project by specific employees (with specific hourly rates for those employees). Battelle engages us as needed. Each payment requires approval by the program manager at Battelle. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Employee stock options and rights to purchase shares under stock participation plans are accounted for under the fair value method. Accordingly, share-based compensation is measured when all granting activities have been completed, generally the grant date, based on the fair value of the award. The exercise price of options is generally equal to the market price of the Company's common stock (defined as the closing price as quoted on the OTCBB on the date of grant). Compensation cost recognized by the Company includes (a) compensation cost for all equity incentive awards granted prior to April 1, 2006, but not yet vested, based on the grant-date fair value estimated in accordance with the original provisions of the then current accounting standards, and (b) compensation cost for all equity incentive awards granted subsequent to April 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of subsequent accounting standards. We use a Binomial Lattice option pricing model for estimating fair value of options granted (see Note 6). The following table summarizes share-based compensation expenses relating to shares and options granted and the effect on loss per common share during the years ended March 31, 2015 and 2014: March 31, 2015 March 31, 2014 Vesting of Stock Options $ 416,481 $ 541,588 Incremental fair value of option Modifications – 1,914 Vesting Expense Associated with CEO Restricted Stock Grant – 64,444 Total Stock-Based Compensation Expense $ 416,481 $ 607,946 Weighted average number of common shares outstanding – basic and diluted 5,594,447 3,881,179 Basic and diluted loss per common share $ (0.07 ) $ (0.16 ) We account for transactions involving services provided by third parties where we issue equity instruments as part of the total consideration using the fair value of the consideration received (i.e. the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable. In transactions, when the value of the goods and/or services are not readily determinable and (1) the fair value of the equity instruments is more reliably measurable and (2) the counterparty receives equity instruments in full or partial settlement of the transactions, we use the following methodology: a) For transactions where goods have already been delivered or services rendered, the equity instruments are issued on or about the date the performance is complete (and valued on the date of issuance). b) For transactions where the instruments are issued on a fully vested, non-forfeitable basis, the equity instruments are valued on or about the date of the contract. c) For any transactions not meeting the criteria in (a) or (b) above, we re-measure the consideration at each reporting date based on its then current stock value. We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expense amortization after March 31, 2006 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2015 was insignificant. |
PATENTS | PATENTS Patents include both foreign and domestic patents. There were several patents pending at March 31, 2015. We capitalize the cost of patents and patents pending, some of which were acquired, and amortize such costs over the shorter of the remaining legal life or their estimated economic life, upon issuance of the patent. The unamortized costs of patents and patents pending are subject to our review for impairment under our long-lived asset policy above. |
STOCK PURCHASE WARRANTS | STOCK PURCHASE WARRANTS We grant warrants in connection with the issuance of convertible notes payable and the issuance of common stock for cash. When such warrants are classified as equity and issued in connection with debt, we measure the relative estimated fair value of such warrants and record it as a discount from the face amount of the convertible notes payable. Such discounts are amortized to interest expense over the term of the notes using the effective interest method. Warrants issued in connection with common stock for cash, if classified as equity, are considered issued in connection with equity transactions and the warrant fair value is recorded to additional paid-in-capital. Lastly, warrants not meeting equity classification are recorded as derivative instruments. |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS We evaluate free-standing derivative instruments (or embedded derivatives) to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations in other (income) expense. |
BENEFICIAL CONVERSION FEATURE OF CONVERTIBLE NOTES PAYABLE | BENEFICIAL CONVERSION FEATURE OF CONVERTIBLE NOTES PAYABLE The convertible feature of certain notes payable provides for a rate of conversion that is below market value. Such feature is normally characterized as a "Beneficial Conversion Feature" ("BCF"). We measure the estimated fair value of the BCF in circumstances in which the conversion feature is not required to be separated from the host instrument and accounted for separately, and record that value in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to interest expense over the term of the notes. |
RESEARCH AND DEVELOPMENT EXPENSES | RESEARCH AND DEVELOPMENT EXPENSES Our research and development costs are expensed as incurred. We incurred approximately $1,028,000 and $1,509,000 of research and development expenses for the years ended March 31, 2015 and 2014, respectively, which are included in various operating expenses in the accompanying consolidated statements of operations. |
OFF-BALANCE SHEET ARRANGEMENTS | OFF-BALANCE SHEET ARRANGEMENTS We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial statements. |
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS | LONG-LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. We believe no impairment charges were necessary during the fiscal years ended March 31, 2015 and 2014. |
SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS | SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS Management is evaluating significant recent accounting pronouncements that are not yet effective for us, including the new accounting standard on revenue recognition, ASU 2014-09 (Topic 606), the new accounting standard related to presentation of financial statements - going concern qualifications, ASU 2014-15, the new accounting standard on consolidation, ASU 2015-02, the new accounting standard on extraordinary and unusual items on income statements, ASU 2015-01, and the new accounting standard on imputation of interest, simplifying the presentation of debt issuance costs, ASU 2015-03 and have not yet concluded whether any such pronouncements will have a significant effect on our future consolidated financial statements. |
1. ORGANIZATION AND SUMMARY O24
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Share-based compensation expenses | March 31, 2015 March 31, 2014 Vesting of Stock Options $ 416,481 $ 541,588 Incremental fair value of option Modifications – 1,914 Vesting Expense Associated with CEO Restricted Stock Grant – 64,444 Total Stock-Based Compensation Expense $ 416,481 $ 607,946 Weighted average number of common shares outstanding – basic and diluted 5,594,447 3,881,179 Basic and diluted loss per common share $ (0.07 ) $ (0.16 ) |
2. PROPERTY AND EQUIPMENT (Tabl
2. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Sumarry of Property and equipment | March 31, 2015 March 31, 2014 Furniture and office equipment, at cost $ 385,088 $ 385,088 Accumulated depreciation (328,997 ) (300,809 ) $ 56,091 $ 84,279 |
3. PATENTS (Tables)
3. PATENTS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule for Patents | March 31, 2015 March 31, 2014 Patents $ 157,442 $ 157,442 Patents pending and trademarks 54,203 54,203 Accumulated amortization (108,320 ) (99,156 ) $ 103,325 $ 112,489 |
4. NOTES PAYABLE (Tables)
4. NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | March 31, 2015 March 31, 2014 Principal Balance Accrued Interest Principal Balance Accrued Interest 12% Notes payable, past due $ – $ – $ 185,000 $ 353,813 10% Note payable, past due – – 5,000 6,375 Directors’ Note(s) – – 200,000 14,516 Total $ – $ – $ 390,000 $ 374,704 |
5. CONVERTIBLE NOTES PAYABLE (T
5. CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Convertible notes payable | Convertible Notes Payable consisted of the following at March 31, 2015: Principal Unamortized Net Accrued Convertible Notes Payable – Non-Current Portion: November 2014 10% Convertible Notes 527,780 (372,551 ) 155,229 21,258 Total – Convertible Notes Payable – Non-Current Portion 527,780 (372,551 ) 155,229 21,258 Total Convertible Notes Payable $ 527,780 $ (372,551 ) $ 155,229 $ 21,258 Convertible Notes Payable consisted of the following at March 31, 2014: Principal Unamortized Net Accrued Convertible Notes Payable – Current Portion: Amended and Restated Series A 12% Convertible Notes, past due $ 885,000 $ – $ 885,000 $ 575,250 2008 10% Convertible Notes, past due 25,000 – 25,000 19,167 October & November 2009 10% Convertible Notes 50,000 – 50,000 26,097 April 2010 10% Convertible Note 75,000 – 75,000 31,438 July and August 2011 10% Convertible Notes, past due 257,655 – 257,655 90,256 Law Firm Note 75,000 – 75,000 7,604 Total – Convertible Notes Payable – Current Portion 1,367,655 – 1,367,655 749,812 Convertible Notes Payable – Non-Current Portion: September 2010 12% Convertible Notes 317,072 – 317,072 35,034 April 2011 12% Convertible Notes 448,448 – 448,448 12,117 September 2011 12% Convertible Notes 10,931 – 10,931 – Total – Convertible Notes Payable – Non-Current Portion 776,451 – 776,451 47,151 Total Convertible Notes Payable $ 2,144,106 $ – $ 2,144,106 $ 796,963 |
October and November 2009 10% Convertible Notes | |
Activity in Convertible Notes | Activity in October & November 2009 10% Convertible Notes Initial principal balance $ 450,250 Conversions during the fiscal year ended March 31, 2010 (70,000 ) Conversions during the fiscal year ended March 31, 2011 (175,000 ) Conversions during the fiscal year ended March 31, 2012 (130,250 ) Conversions during the fiscal year ended March 31, 2013 (25,000 ) Conversions during the fiscal year ended March 31, 2014 – Conversions into equity unit structure during the fiscal year ended March 31, 2015 (50,000 ) Balance as of March 31, 2015 $ – |
September 2010 10% Convertible Notes | |
Activity in Convertible Notes | Activity in the September 2010 10% Convertible Notes Initial principal balance $ 743,600 Conversions during the fiscal year ended March 31, 2012 (405,500 ) Conversions during the fiscal year ended March 31, 2013 (30,000 ) Conversions during the fiscal year ended March 31, 2014 (25,000 ) Increase in principal balance due to 12% extension fee 33,972 Conversions during the fiscal year ended March 31, 2015 (317,072 ) Balance as of March 31, 2015 $ – |
April 2011 12% Convertible Notes | |
Activity in Convertible Notes | Activity in the April 2011 12% Convertible Notes Initial principal balance $ 400,400 Increase in principal balance due to extension fee 48,048 Conversions during the fiscal year ended March 31, 2015 (448,448 ) Balance as of March 31, 2015 $ – |
September 2011 Convertible Notes | |
Activity in Convertible Notes | Activity in the September 2011 Convertible Notes Initial principal balance $ 253,760 Conversions during the fiscal year ended March 31, 2012 (15,000 ) Conversions during the fiscal year ended March 31, 2013 (60,000 ) Conversions during the fiscal year ended March 31, 2014 (169,000 ) Increase in principal balance due to extension fee 1,171 Conversions during the fiscal year ended March 31, 2015 (10,931 ) Balance as of March 31, 2015 $ – |
6. EQUITY TRANSACTIONS (Tables)
6. EQUITY TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Summary of warrant activity | Year Ended March 31, 2015 2014 Warrants Weighted Average Warrants Weighted Average Outstanding, beginning of year 1,414,190 $ 5.00 1,512,946 $ 5.50 Granted 806,478 $ 8.46 290,610 $ 9.00 Exercised (590,659 ) $ 4.29 (254,324 ) $ 4.00 Cancelled/Forfeited (199,271 ) $ 7.11 (135,042 ) $ 5.50 Outstanding, end of year 1,430,738 $ 6.84 1,414,190 $ 5.00 Exercisable, end of year 1,430,738 $ 6.84 1,414,190 $ 5.00 Weighted average estimated fair value of warrants granted $ 11.83 $ 4.50 |
Assumptions used | Year Ended March 31, 2015 2014 Risk free interest rate 0.79%-2.29% 1.3%-2.04% Average expected life 5 to 7 years 5 to 7 years Expected volatility 87.8% - 107.4% 91.2% - 98.5% Expected dividends None None |
Summary of warrant activity exercisable and outstanding | Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $5.00 or Below 528,657 3.77 $ 2.62 528,657 $ 2.62 $5.20 - $9.00 605,152 4.37 $ 6.66 605,152 $ 6.66 $9.65 - $15.00 296,929 4.71 $ 14.70 296,929 $ 14.70 1,430,738 1,430,738 |
Summary of the stock options outstanding | Year Ended March 31, 2015 2014 Options Weighted Average Options Weighted Average Outstanding, beginning of year 522,668 $ 12.50 421,916 $ 14.00 Granted 59,453 $ 9.50 104,411 $ 4.50 Exercised (1,000 ) $ 9.50 (3,659 ) $ 4.00 Cancelled/Forfeited (79,431 ) $ 18.76 – $ – Outstanding, end of year 501,690 $ 11.00 522,668 $ 12.50 Exercisable, end of year 418,923 $ 12.00 449,751 $ 13.50 Weighted average estimated fair value of options granted $ 9.50 $ 6.50 |
Weighted average assumptions used to estimate the fair value information | Year Ended March 31, 2015 2014 Risk free interest rate 2.60% 0.38% to 2.65% Average expected life 10 years 3 to 10 years Expected volatility 90.23% 91.05% to 102.67% Expected dividends None None |
Detail of options outstanding and exercisable | Options Outstanding Options Exercisable Range of Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $4.00 - $9.50 190,547 8.56 years $ 6.03 107,780 $ 5.56 $10.50 - $12.50 220,143 4.25 years $ 11.98 220,143 $ 11.98 $18.00 - $20.50 91,000 3.05 years $ 19.13 91,000 $ 19.13 501,690 418,923 |
Schedule of stock-based compensation | March 31, 2015 March 31, 2014 Vesting of restricted stock grant $ – $ 64,444 Incremental fair value of option modifications – 1,914 Vesting of stock options 416,481 541,588 Total Stock-Based Compensation $ 416,481 $ 607,946 |
8. OTHER CURRENT LIABILITIES (T
8. OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | March 31, March 31, 2015 2014 Accrued interest $ 21,258 $ 1,165,335 Accrued legal fees – 179,465 Accrued liquidated damages – 362,800 Other accrued liabilities 64,473 147,774 Total other current liabilities $ 85,731 $ 1,855,374 |
9. INCOME TAXES (Tables)
9. INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Taxes Tables | |
Schedule of deferred tax assets | YEAR ENDED MARCH 31, 2015 2014 Deferred tax assets: Capitalized research and development $ 3,442,000 $ 3,442,000 Net operating loss carryforwards 17,927,000 15,193,000 Total deferred tax assets 21,369,000 18,635,000 Total deferred tax liabilities – – Net deferred tax assets 21,369,000 18,635,000 Valuation allowance for deferred tax assets (21,369,000 ) (18,635,000 ) Net deferred tax assets $ – $ – |
Provision for income taxes | 2015 2014 Income taxes (benefit) at federal statutory rate of 34% $ (2,373,000 ) $ (4,541,000 ) State income tax, net of federal benefit (418,000 ) (156,000 ) Tax effect on non-deductible expenses and credits 1,524,000 4,297,000 Change in valuation allowance 1 1,267,000 400,000 $ – $ – |
10. FAIR VALUE MEASUREMENTS (Ta
10. FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements based on the valuation technique | Our fair value measurements at the March 31, 2014 reporting date are classified based on the valuation technique level noted in the table below: Description Quoted Prices in Significant Other Significant Derivative Liabilities $ – $ – $ 10,679,067 Total Assets $ – $ – $ 10,679,067 |
Assumptions used | Fiscal Year Ended March 31, 2014 Risk free interest rate 0.02% - 0.79% Average expected life 0.25 – 2.8 years Expected volatility 58.0% - 103.1% Expected dividends None |
Summary of changes in the fair value of our Level 3 financial instruments | April 1, Recorded New Derivative Liabilities Change in estimated fair value recognized in results of operations Reclassification of Derivative Liability to Paid in capital March 31, Derivative liabilities $ 3,588,239 $ – $ 5,729,780 $ 1,361,048 $ 10,679,067 |
13. COMMITMENTS AND CONTINGEN33
13. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments under the lease agreements | Fiscal Year Ended March 31, 2016 2017 2018 2019 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease $ 73,048 $ 75,512 $ 78,156 $ 67,018 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 31,923 – – – 11 Deer Park Drive, South Brunswick, NJ office lease 27,423 – – – Total Lease Commitments $ 132,394 $ 75,512 $ 78,156 $ 67,018 |
14. SEGMENTS (Tables)
14. SEGMENTS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of segments | Fiscal Years Ended March 31, 2015 2014 Revenues: Aethlon $ 762,417 $ 1,623,769 ESI – – Total Revenues $ 762,417 $ 1,623,769 Operating Losses: Aethlon $ (3,081,169 ) $ (2,651,863 ) ESI (911,684 ) (404,065 ) Total Operating Loss $ (3,992,853 ) $ (3,055,928 ) Net Losses: Aethlon $ (6,067,810 ) $ (13,357,232 ) ESI (911,684 ) (81,730 ) Net Loss Before Non-Controlling Interests $ (6,979,494 ) $ (13,438,962 ) Cash: Aethlon $ 721,689 $ 208,259 ESI 133,907 1,042,020 Total Cash $ 855,596 $ 1,250,279 Total Assets: Aethlon $ 1,159,910 $ 597,026 ESI 220,678 1,098,076 Total Assets $ 1,380,588 $ 1,695,102 Capital Expenditures: Aethlon $ – $ 37,313 ESI – 58,743 Capital Expenditures $ – $ 96,056 Depreciation and Amortization: Aethlon $ 17,770 $ 11,549 ESI 19,582 9,538 Total Depreciation and Amortization $ 37,352 $ 21,087 Interest Expense: Aethlon $ 349,923 $ 1,282,638 ESI – 4,583 Total Interest Expense $ 349,923 $ 1,287,221 |
16. PRO FORMA BALANCE SHEET (Ta
16. PRO FORMA BALANCE SHEET (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Pro Forma financial information | Aethlon Medical, Inc. Pro Forma Balance Sheet Pro Forma Adjustments Balance Sheet March 31, 2015 Amount Reference March 31, 2015 ASSETS CURRENT ASSETS Cash $ 855,596 $ 5,591,988 (1) $ 6,447,584 Accounts receivable 193,341 – 193,341 Deferred financing costs 82,324 – 82,324 Prepaid expenses 73,135 – 73,135 TOTAL CURRENT ASSETS 1,204,396 5,591,988 (1) 6,796,384 NON-CURRENT ASSETS Property and equipment, net 56,091 – 56,091 Patents, net 103,325 – 103,325 Deposits 16,776 – 16,776 TOTAL NONCURRENT ASSETS 176,192 – 176,192 TOTAL ASSETS $ 1,380,588 $ 5,591,988 (1) $ 6,972,576 LIABILITIES AND DEFICIT CURRENT LIABILITIES Accounts payable $ 342,133 $ – $ 342,133 Due to related parties 146,112 146,112 Other current liabilities 85,731 – 85,731 TOTAL CURRENT LIABILITIES 573,976 – 573,976 NONCURRENT LIABILITIES Convertible notes payable, non-current portion 155,229 – 155,229 TOTAL NONCURRENT LIABILITIES 155,229 – 155,229 TOTAL LIABILITIES 729,205 – 729,205 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock 6,657 952 (2) 7,609 Additional paid in capital 82,238,507 5,591,036 (3) 87,829,543 Accumulated deficit (81,629,714 ) – - (81,629,714 ) TOTAL AETHLON MEDICAL, INC. STOCKHOLDERS' EQUITY 615,450 5,591,988 (2) (3) 6,207,438 Noncontrolling interests 35,933 – 35,933 TOTAL EQUITY 651,383 5,591,988 (2) (3) 6,243,371 TOTAL LIABILITIES AND EQUITY $ 1,380,588 $ 5,591,988 (2) (3) $ 6,972,576 |
1. ORGANIZATION AND SUMMARY O36
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock-Based Compensation Expense | $ 416,481 | $ 607,946 |
Weighted average number of common shares outstanding – basic and diluted | 5,594,447 | 3,881,179 |
Basic and diluted loss per common share | $ (1.22) | $ (3.44) |
Vesting of Stock Options | ||
Stock-Based Compensation Expense | $ 416,481 | $ 541,588 |
Incremental fair value of option modifications | ||
Stock-Based Compensation Expense | 0 | 1,914 |
Vesting expense associated with Restricted Stock Grant | ||
Stock-Based Compensation Expense | $ 0 | $ 64,444 |
Share-based Compensation [Member] | ||
Basic and diluted loss per common share | $ (.07) | $ (.16) |
1. ORGANIZATION AND SUMMARY O37
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Reverse stock split | On April 14, 2015, the Company completed a 1-for-50 reverse stock split. Accordingly, authorized common stock was reduced from 500,000,000 shares to 10,000,000 shares, and each 50 shares of outstanding common stock held by stockholders were combined into one share of common stock. | |
Noncontrolling interests | $ 35,933 | $ 218,270 |
Loss attributable to noncontrolling interest | (182,337) | (81,730) |
Cash equivalents | 0 | 0 |
Fair value assets | 0 | 0 |
Fair value liabilities | 0 | 0 |
Recurring losses from operations and accumulated deficit | (81,629,714) | (74,832,557) |
Cash uninsured amount | 471,000 | |
Government contract revenue | 762,417 | 1,623,769 |
Accounts receivable | 193,341 | 95,177 |
Asset impairment charges | $ 0 | $ 0 |
Shares considered antidilutive | 2,030,448 | 2,861,492 |
Amortization of deferred financing costs | $ 118,147 | $ 863 |
Revenue recognized | 630,887 | 1,466,482 |
Research and development expenses | 1,028,000 | 1,509,000 |
ESI | ||
Noncontrolling interests | 35,933 | 218,270 |
Loss attributable to noncontrolling interest | (182,337) | (81,730) |
Battelle | ||
Government contract revenue | 762,417 | 1,623,769 |
Accounts receivable | 193,341 | 95,177 |
Revenue recognized | $ 131,530 | $ 157,287 |
2. PROPERTY AND EQUIPMENT (Deta
2. PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Furniture and office equipment, at cost | $ 385,088 | $ 385,088 |
Accumulated depreciation | (328,997) | (300,809) |
Furniture and office equipment, net | $ 56,091 | $ 84,279 |
2. PROPERTY AND EQUIPMENT (De39
2. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 28,000 | $ 12,000 |
3. Patents (Details)
3. Patents (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 157,442 | $ 157,442 |
Patents pending and trademarks | 54,203 | 54,203 |
Accumulated amortization | (108,320) | (99,156) |
Finite-Lived Intangible Assets, Net | $ 103,325 | $ 112,489 |
3. Patents (Details Narrative)
3. Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of patents | $ 9,000 | $ 9,000 |
Weighted average remaining life of patents | 5 years 6 months |
4. NOTES PAYABLE (Details)
4. NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Notes payable outstanding | $ 0 | $ 390,000 |
Accrued interest | 0 | 374,704 |
12% Notes Payable | ||
Notes payable outstanding | 185,000 | |
Accrued interest | 0 | 353,813 |
10% Note payable | ||
Notes payable outstanding | 5,000 | |
Accrued interest | 0 | 6,375 |
Directors Notes | ||
Notes payable outstanding | 200,000 | |
Accrued interest | $ 0 | $ 14,516 |
4. NOTES PAYABLE (Details Narra
4. NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Notes payable outstanding | $ 0 | $ 390,000 |
Repayments of notes payable, principal portion | 523,422 | 217,000 |
12% Notes Payable | ||
Notes payable outstanding | 0 | |
Repayments of notes payable | 559,626 | |
Repayments of notes payable, principal portion | 185,000 | |
Repayments of notes payable, accrued interest portion | 374,626 | |
10% Notes Payable | ||
Notes payable outstanding | 0 | |
Repayments of notes payable | 11,750 | |
Repayments of notes payable, principal portion | 5,000 | |
Repayments of notes payable, accrued interest portion | $ 6,750 | |
Directors Notes | ||
Notes payable outstanding | 200,000 | |
Repayments of notes payable, principal portion | 200,000 | |
Repayments of notes payable, accrued interest portion | 9,367 | |
Common stock issued for conversion of note, shares issued | 50,079 | |
Common stock issued for conversion of note, amount converted | $ 220,349 | |
Notes Payable | ||
Interest expense related to notes payable | $ 34,515 | $ 59,901 |
5. CONVERTIBLE NOTES PAYABLE (D
5. CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Convertible Notes Payable - Current Portion | $ 1,367,655 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | $ 0 | 1,367,655 |
Accrued interest - current portion | 749,812 | |
Convertible Notes Payable - Non-Current Portion | 527,780 | 776,451 |
Unamortized discount - Non-current portion | (372,551) | 0 |
Convertible Notes Payable, net - Non-Current Portion | 155,229 | 776,451 |
Accrued interest - non-current portion | 21,258 | 47,151 |
Total Unamortized Discount | (372,551) | |
Convertible Notes Payable, net | 155,229 | 2,144,106 |
Total Accrued Interest | 21,258 | 796,963 |
November 2014 10% Convertible Notes | ||
Convertible Notes Payable - Non-Current Portion | 527,780 | |
Unamortized discount - Non-current portion | (372,551) | |
Convertible Notes Payable, net - Non-Current Portion | 155,229 | |
Accrued interest - non-current portion | 21,258 | |
Total Unamortized Discount | (372,551) | |
Convertible Notes Payable, net | 527,780 | |
Amended and Restated Series A 12% Convertible notes | ||
Convertible Notes Payable - Current Portion | 885,000 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | 885,000 | |
Accrued interest - current portion | 575,250 | |
Convertible Notes Payable, net | $ 0 | |
2008 10% Convertible Notes | ||
Convertible Notes Payable - Current Portion | 25,000 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | 25,000 | |
Accrued interest - current portion | 19,167 | |
October and November 2009 10% Convertible Notes | ||
Convertible Notes Payable - Current Portion | 50,000 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | 50,000 | |
Accrued interest - current portion | 26,097 | |
April 2010 10% Convertible Note | ||
Convertible Notes Payable - Current Portion | 75,000 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | 75,000 | |
Accrued interest - current portion | 31,438 | |
July and August 2011 10% Convertible Notes | ||
Convertible Notes Payable - Current Portion | 257,655 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | 257,655 | |
Accrued interest - current portion | 90,256 | |
Law Firm Note | ||
Convertible Notes Payable - Current Portion | 75,000 | |
Unamortized discount - current portion | 0 | |
Convertible Notes Payable, net - Current Portion | 75,000 | |
Accrued interest - current portion | 7,604 | |
September 2010 12% Convertible Notes | ||
Convertible Notes Payable - Non-Current Portion | 317,072 | |
Unamortized discount - Non-current portion | 0 | |
Convertible Notes Payable, net - Non-Current Portion | 317,072 | |
Accrued interest - non-current portion | 35,034 | |
April 2011 12% Convertible Notes | ||
Convertible Notes Payable - Non-Current Portion | 448,448 | |
Unamortized discount - Non-current portion | 0 | |
Convertible Notes Payable, net - Non-Current Portion | 448,448 | |
Accrued interest - non-current portion | 12,117 | |
Convertible Notes Payable, net | 400,400 | |
September 2011 12% Convertible Notes | ||
Convertible Notes Payable - Non-Current Portion | 10,931 | |
Unamortized discount - Non-current portion | 0 | |
Convertible Notes Payable, net - Non-Current Portion | 10,931 | |
Accrued interest - non-current portion | $ 0 |
5. CONVERTIBLE NOTES PAYABLE 45
5. CONVERTIBLE NOTES PAYABLE (Details - Convertible note activity) - USD ($) | 12 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2010 | |
Balance as of March 31, 2015 | $ 155,229 | $ 2,144,106 | ||||
October and November 2009 10% Convertible Notes | ||||||
Initial principal balance | 450,250 | |||||
Conversions during the fiscal year | (50,000) | 0 | $ (25,000) | $ (130,250) | $ (175,000) | $ (70,000) |
September 2010 10% Convertible Notes | ||||||
Initial principal balance | 743,600 | |||||
Conversions during the fiscal year | (317,072) | (25,000) | (30,000) | (405,500) | ||
Increase in principal balance | 33,972 | |||||
April 2011 12% Convertible Notes | ||||||
Initial principal balance | 400,400 | |||||
Conversions during the fiscal year | (448,448) | |||||
Increase in principal balance | 48,048 | |||||
Balance as of March 31, 2015 | 400,400 | |||||
September 2011 Convertible Notes | ||||||
Initial principal balance | 253,760 | |||||
Conversions during the fiscal year | (10,931) | $ (169,000) | $ (60,000) | $ (15,000) | ||
Increase in principal balance | $ 1,171 |
5. CONVERTIBLE NOTES PAYABLE 46
5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2011 | Mar. 31, 2010 | |
Amortization of deferred financing costs | $ 118,147 | $ 863 | ||||
Interest and debt expense | (452,276) | (1,287,221) | ||||
Proceeds from notes payable | 415,000 | 400,000 | ||||
Deferred finance costs | 82,324 | 83,191 | ||||
Unamortized debt discount | 372,551 | |||||
Note payable balance | 155,229 | 2,144,106 | ||||
Loss on debt conversion | (2,753,989) | (40,256) | ||||
Restricted stock issued for services, value | 0 | 3,400 | ||||
Convertible Debt [Member] | ||||||
Contractual interest expense | 24,625 | 354,949 | ||||
Amortization of debt discounts | 155,230 | 4,284 | ||||
Amortization of deferred financing costs | 118,147 | |||||
Interest and debt expense | 298,002 | 359,233 | ||||
November 2014 10% Convertible Notes | ||||||
Debt face amount | $ 527,780 | |||||
Stated interest rate | 10.00% | |||||
Debt maturity date | Apr. 1, 2016 | |||||
Proceeds from notes payable | $ 415,000 | |||||
Deferred finance costs | 112,780 | |||||
Unamortized debt discount | 372,551 | |||||
Note payable balance | 527,780 | |||||
Amended and Restated Series A 12% Convertible notes | ||||||
Debt face amount | $ 885,000 | |||||
Stated interest rate | 20.00% | |||||
Note payable balance | 0 | |||||
Notes converted into common stock, value | $ 885,000 | |||||
Amended and Restated Series A 12% Convertible notes | Weiner Family Trust | ||||||
Stock issued upon conversion of note payable | 466,365 | |||||
Conversion terms | Under its agreement, the Trust converted the entire $1,003,200 past due principal and interest balance on the Note, which previously was in default, into an aggregate of 466,365 restricted shares of our common stock and five-year warrants to acquire up to 136,190 shares of our common stock at an exercise price of $2.10 per share (which exercise price was the result of certain contractual price adjustments previously made during 2011) and up to 7,944 shares of our common stock at an exercise price of $5.40 per share (collectively, the “Conversion Securities”). | |||||
Loss on debt conversion | $ (1,791,421) | |||||
Restricted stock issued for services, stock issued | 1,500 | |||||
Restricted stock issued for services, value | $ 12,000 | |||||
Amended and Restated Series A 12% Convertible notes | Estate of Allan Bird | ||||||
Notes converted into common stock, value | $ 116,970 | |||||
Stock issued upon conversion of note payable | 51,837 | |||||
Conversion terms | nder the Agreement, the Estate converted the entire $116,970 past due interest balance on the Note, which previously was in default, into an aggregate of 51,837 restricted shares of our common stock. The Estate received five-year warrants to acquire up to 46,429 shares of our common stock at an exercise price of $2.10 per share (which exercise price was the result of certain contractual price adjustments previously made during 2011). Based on our common stock prices during a period of negotiation with the Estate including during calendar year 2013, the Estate also received five-year warrants to acquire up to 2,708 shares of our common stock at an exercise price of $5.40 (collectively known as the “Conversion Securities”). | |||||
Loss on debt conversion | $ (663,209) | |||||
Restricted stock issued for services, stock issued | 500 | |||||
Restricted stock issued for services, value | $ 4,500 | |||||
Amended and Restated Series A 12% Convertible notes | Estate of Allan Bird Conversion | ||||||
Notes converted into common stock, value | $ 236,250 | |||||
Stock issued upon conversion of note payable | 112,500 | |||||
October and November 2009 10% Convertible Notes | ||||||
Notes converted into common stock, value | $ 50,000 | $ 0 | $ 25,000 | $ 130,250 | $ 175,000 | $ 70,000 |
Loss on debt conversion | (92,811) | |||||
April 2010 10% Convertible Note | ||||||
Loss on debt conversion | (130,128) | |||||
July and August 2011 10% Convertible Notes | ||||||
Change in fair value of warrants | (143,363) | |||||
Repayment of convertible debt | $ 382,748 | |||||
Law Firm Note | ||||||
Stock issued upon conversion of note payable | 3,400 | |||||
Repayment of convertible debt | $ 50,000 |
6. EQUITY TRANSACTIONS (Details
6. EQUITY TRANSACTIONS (Details - Warrant activity) - Warrants - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Warrants outstanding, beginning balance | 1,414,190 | 1,512,946 |
Warrants granted | 806,478 | 290,610 |
Warrants exercised | (590,659) | (254,324) |
Warrants cancelled/forfeited | (199,271) | (135,042) |
Warrants outstanding, ending balance | 1,430,738 | 1,414,190 |
Warrants exercisable | 1,430,738 | 1,414,190 |
Outstanding, Weighted Average Exercise Price | $ 5 | $ 5.50 |
Granted, Weighted Average Exercise Price | 8.46 | 9 |
Exercised, Weighted Average Exercise Price | 4.29 | 4 |
Cancelled/Forfeited, Weighted Average Exercise Price | 7.11 | 5.50 |
Outstanding Weighted Average Exercise Price | 6.84 | 5 |
Exercisable, Weighted Average Exercise Price | 6.84 | 5 |
Warrants Weighted average estimated fair value of warrants granted | $ 11.83 | $ 4.50 |
6. EQUITY TRANSACTIONS (Detai48
6. EQUITY TRANSACTIONS (Details - Warrant assumptions) - Warrants - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Risk free interest rate, minimum | 0.79% | 1.30% |
Risk free interest rate, maximum | 2.29% | 2.04% |
Average expected life Minimum | 5 years | 5 years |
Average expected life Maximum | 7 years | 7 years |
Expected Volatility Rate, Minimum | 87.80% | 91.20% |
Expected Volatility Rate, Maximum | 107.40% | 98.50% |
Expected dividends | $ 0 | $ 0 |
6. EQUITY TRANSACTIONS (Detai49
6. EQUITY TRANSACTIONS (Details - Warrants exercisable) - Warrants - $ / shares | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Warrants outstanding | 1,430,738 | 1,414,190 | 1,512,946 |
Weighted Average Exercise Price, outstanding | $ 6.84 | $ 5 | $ 5.50 |
Warrants exercisable | 1,473,738 | ||
$5.00 or Below | |||
Warrants outstanding | 528,657 | ||
Weighted Average Remaining Life (Years) | 3 years 9 months 7 days | ||
Weighted Average Exercise Price, outstanding | $ 2.62 | ||
Warrants exercisable | 528,657 | ||
Weighted Average Exercise Price, exercisable | $ 2.62 | ||
$5.20 - $9.00 | |||
Warrants outstanding | 605,152 | ||
Weighted Average Remaining Life (Years) | 4 years 4 months 13 days | ||
Weighted Average Exercise Price, outstanding | $ 6.66 | ||
Warrants exercisable | 605,152 | ||
Weighted Average Exercise Price, exercisable | $ 6.66 | ||
$9.65 - $15.00 | |||
Warrants outstanding | 296,929 | ||
Weighted Average Remaining Life (Years) | 4 years 8 months 16 days | ||
Weighted Average Exercise Price, outstanding | $ 14.70 | ||
Warrants exercisable | 296,929 | ||
Weighted Average Exercise Price, exercisable | $ 14.70 |
6. EQUITY TRANSACTIONS (Detai50
6. EQUITY TRANSACTIONS (Details - Option activity) - Stock Options - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock options Outstanding, beginning balance | 522,668 | 421,916 |
Stock options granted | 59,453 | 104,411 |
Stock options exercised | (14,000) | (3,659) |
Stock options cancelled/forfeited | (79,431) | 0 |
Stock options outstanding, ending balance | 501,690 | 522,668 |
Stock options exercisable | 418,923 | 449,751 |
Outstanding, Weighted Average Exercise Price | $ 12.50 | $ 14 |
Granted, Weighted Average Exercise Price | 9.50 | 4.50 |
Exercised, Weighted Average Exercise Price | 9.50 | $ 4 |
Cancelled/Forfeited, Weighted Average Exercise Price | 18.76 | |
Outstanding Weighted Average Exercise Price | 11 | $ 12.50 |
Exercisable, Weighted Average Exercise Price | 12 | 13.50 |
Stock options Weighted average estimated fair value of warrants granted | $ 9.50 | $ 6.50 |
6. EQUITY TRANSACTIONS (Detai51
6. EQUITY TRANSACTIONS (Details - Option assumptions) - Stock Options - $ / shares | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Risk free interest rate, minimum | 0.38% | |
Risk free interest rate, maximum | 2.65% | |
Risk free interest rate | 2.60% | |
Average expected life Minimum | 3 years | |
Average expected life Maximum | 10 years | 10 years |
Expected Volatility Rate, Minimum | 91.05% | |
Expected Volatility Rate, Maximum | 102.67% | |
Expected volatility | 90.23% | |
Expected dividends | $ 0 | $ 0 |
6. EQUITY TRANSACTIONS (Detai52
6. EQUITY TRANSACTIONS (Details - Options exercisable) - Stock Options - $ / shares | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Stock options outstanding | 501,690 | 522,668 | 421,916 |
Outstanding Weighted Average Exercise Price | $ 11 | $ 12.50 | $ 14 |
Stock options exercisable | 418,923 | 449,751 | |
Stock options exercisable Weighted Average Exercise Price | $ 12 | $ 13.50 | |
$4.00 - $9.50 | |||
Stock options outstanding | 190,547 | ||
Weighted Average Remaining Life (Years) | 8 years 6 months 23 days | ||
Outstanding Weighted Average Exercise Price | $ 6.03 | ||
Stock options exercisable | 107,780 | ||
Stock options exercisable Weighted Average Exercise Price | $ 5.56 | ||
$10.50 - $12.50 | |||
Stock options outstanding | 220,143 | ||
Weighted Average Remaining Life (Years) | 4 years 3 months | ||
Outstanding Weighted Average Exercise Price | $ 11.98 | ||
Stock options exercisable | 220,143 | ||
Stock options exercisable Weighted Average Exercise Price | $ 11.98 | ||
$18.00 - $20.50 | |||
Stock options outstanding | 91,000 | ||
Weighted Average Remaining Life (Years) | 3 years 18 days | ||
Outstanding Weighted Average Exercise Price | $ 19.13 | ||
Stock options exercisable | 91,000 | ||
Stock options exercisable Weighted Average Exercise Price | $ 19.13 |
6. EQUITY TRANSACTIONS (Detai53
6. EQUITY TRANSACTIONS (Details - Stockbased Compensation) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Total Stock-Based Compensation | $ 416,481 | $ 607,946 |
Restricted Stock Grant | ||
Total Stock-Based Compensation | 0 | 64,444 |
Incremental fair value of option modifications | ||
Total Stock-Based Compensation | 0 | 1,914 |
Stock Options | ||
Total Stock-Based Compensation | $ 416,481 | $ 541,588 |
6. EQUITY TRANSACTIONS (Detai54
6. EQUITY TRANSACTIONS (Details Narrative) - Mar. 31, 2015 - USD ($) | Total |
Unrecognized stock option expense | $ 341,982 |
Weighted average remaining vesting period | 1 year 1 month 6 days |
2000 Stock Option Plan | |
Shares available for future issuance | 9,800 |
2010 Stock Incentive Plan | |
Shares available for future issuance | 28,845 |
8. OTHER CURRENT LIABILITIES (D
8. OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Other Liabilities, Current [Abstract] | ||
Accrued interest | $ 21,258 | $ 1,165,335 |
Accrued legal fees | 0 | 179,465 |
Accrued liquidated damages | 0 | 362,800 |
Other accrued liabilities | 64,473 | 147,774 |
Total other current liabilities | $ 85,731 | $ 1,855,374 |
9. INCOME TAXES (Details - Defe
9. INCOME TAXES (Details - Deferred tax assets) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Deferred tax assets: | ||
Capitalized research and development | $ 3,442,000 | $ 3,442,000 |
Net operating loss carryforwards | 17,927,000 | 15,193,000 |
Total deferred tax assets | 21,369,000 | 18,635,000 |
Total deferred tax liabilities | 0 | 0 |
Net deferred tax assets | 21,369,000 | 18,635,000 |
Valuation allowance for deferred tax assets | (21,369,000) | (18,635,000) |
Net deferred tax assets | $ 0 | $ 0 |
9. INCOME TAXES (Details - Prov
9. INCOME TAXES (Details - Provision for income taxes) - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Income Tax Disclosure [Abstract] | |||
Income taxes (benefit) at federal statutory rate of 34% | $ (2,373,000) | $ (4,541,000) | |
State income tax, net of federal benefit | (418,000) | (156,000) | |
Tax effect on non-deductible expenses and credits | 1,524,000 | 4,297,000 | |
Change in valuation allowance | [1] | 1,267,000 | 400,000 |
Income Tax Expense (Benefit) | $ 0 | $ 0 | |
[1] | Pursuant to Internal Revenue Code Sections 382, use of our tax net operating loss carryforwards may be limited. |
9. INCOME TAXES (Details Narrat
9. INCOME TAXES (Details Narrative) - Mar. 31, 2015 - USD ($) | Total |
Net operating loss beginning expiration date | Dec. 31, 2021 |
Uncertain tax positions | $ 0 |
Federal | |
Net operating loss carryforwards | 46,000,000 |
State | |
Net operating loss carryforwards | $ 38,000,000 |
10. FAIR VALUE MEASUREMENTS (De
10. FAIR VALUE MEASUREMENTS (Details - Fair value levels) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Fair Value Inputs Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | $ 0 | $ 0 | |
Total Assets | 0 | 0 | |
Fair Value Inputs Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | 0 | 0 | |
Total Assets | 0 | 0 | |
Fair Value Inputs Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | 10,679,067 | $ 3,588,239 | |
Total Assets | $ 0 | $ 10,679,067 |
10. FAIR VALUE MEASUREMENT (Det
10. FAIR VALUE MEASUREMENT (Details - Assumptions) - 12 months ended Mar. 31, 2014 | Total |
Fair Value Assumptions and Methodology for Assets and Liabilities | |
Risk free interest rate minimum | 0.02% |
Risk free interest rate maximum | 0.79% |
Average expected life minimum | 3 months |
Average expected life maximum | 2 years 9 months 18 days |
Expected volatility minimum | 58.00% |
Expected volatility maximum | 103.10% |
Expected dividends | 0.00% |
10. FAIR VALUE MEASUREMENT (D61
10. FAIR VALUE MEASUREMENT (Details - Derivative liabilities) - Fair Value Inputs Level 3 | 12 Months Ended |
Mar. 31, 2014USD ($) | |
Derivative liabilities, beginning balance | $ 3,588,239 |
Recorded new derivative liabilities | 0 |
Change in estimated fair value recognized in results of operations | 5,729,780 |
Reclassification of derivative liability to paid in capital | 1,361,048 |
Derivative liabilities, ending balance | $ 10,679,067 |
11. DARPA CONTRACT AND RELATE62
11. DARPA CONTRACT AND RELATED REVENUE RECOGNITION (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 630,887 | $ 1,466,482 |
Milestone 2.4.2.2 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 197,362 | |
Milestone 2.4.2.4 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 50,000 | |
Milestone M9 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 197,361 | |
Milestone M11 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 186,164 | |
Milestone 2.3.2.2 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 195,581 | |
Milestone 2.3.2.2 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 195,581 | |
Milestone 2.3.3.2 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 208,781 | |
Milestone M5 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 208,781 | |
Milestone M3 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 195,576 | |
Milestone 2.4.2.1 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 197,362 | |
Milestone 2.4.1.1 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 186,164 | |
Milestone 2.4.2.3 | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 78,641 |
13. COMMITMENTS AND CONTINGEN63
13. COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2015USD ($) |
Operating lease payment due 3/31/2016 | $ 132,394 |
Operating lease payment due 3/31/2017 | 75,512 |
Operating lease payment due 3/31/2018 | 78,156 |
Operating lease payment due 3/31/2019 | 67,018 |
9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease | |
Operating lease payment due 3/31/2016 | 73,048 |
Operating lease payment due 3/31/2017 | 75,512 |
Operating lease payment due 3/31/2018 | 78,156 |
Operating lease payment due 3/31/2019 | 67,018 |
11585 Sorrento Valley Road, Suite 109, San Diego, California 92121 office leaser [Member] | |
Operating lease payment due 3/31/2016 | 31,923 |
Operating lease payment due 3/31/2017 | 0 |
Operating lease payment due 3/31/2018 | 0 |
Operating lease payment due 3/31/2019 | 0 |
11 Deer Park Drive, South Brunswick, NJ [Member] | |
Operating lease payment due 3/31/2016 | 27,423 |
Operating lease payment due 3/31/2017 | 0 |
Operating lease payment due 3/31/2018 | 0 |
Operating lease payment due 3/31/2019 | $ 0 |
13. COMMITMENTS AND CONTINGEN64
13. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 167,000 | $ 163,000 |
14. SEGMENTS (Details)
14. SEGMENTS (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Total Revenues | $ 762,417 | $ 1,623,769 | |
Total Operating Loss | (3,992,853) | (3,055,928) | |
Net Loss Before Non-Controlling Interests | (6,979,494) | (13,438,962) | |
Total Cash | 855,596 | 1,250,279 | $ 125,274 |
Total Assets | 1,380,588 | 1,695,102 | |
Capital Expenditures | 0 | 96,056 | |
Total Depreciation and Amortization | 37,352 | 21,087 | |
Total Interest Expense | 349,923 | 1,287,221 | |
Aethlon Medical, Inc | |||
Total Revenues | 762,417 | 1,623,769 | |
Total Operating Loss | (3,081,169) | (2,651,863) | |
Net Loss Before Non-Controlling Interests | (6,067,810) | (13,357,232) | |
Total Cash | 721,689 | 208,259 | |
Total Assets | 1,159,910 | 597,026 | |
Capital Expenditures | 0 | 37,313 | |
Total Depreciation and Amortization | 17,770 | 11,549 | |
Total Interest Expense | 349,923 | 1,282,638 | |
Exosome Sciences, Inc | |||
Total Revenues | 0 | 0 | |
Total Operating Loss | (911,684) | (404,065) | |
Net Loss Before Non-Controlling Interests | (911,684) | (81,730) | |
Total Cash | 133,907 | 1,042,020 | |
Total Assets | 220,678 | 1,098,076 | |
Capital Expenditures | 0 | 58,743 | |
Total Depreciation and Amortization | 19,582 | 9,538 | |
Total Interest Expense | $ 0 | $ 4,583 |
16. PRO FORMA BALANCE SHEET (66
16. PRO FORMA BALANCE SHEET (UNAUDITED) (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
CURRENT ASSETS | |||
Cash | $ 855,596 | $ 1,250,279 | $ 125,274 |
Accounts receivable | 193,341 | 95,177 | |
Deferred financing costs | 82,324 | 83,191 | |
Prepaid expenses | 73,135 | 50,699 | |
TOTAL CURRENT ASSETS | 1,204,396 | 1,479,346 | |
NON-CURRENT ASSETS | |||
Property and equipment, net | 56,091 | 84,279 | |
Patents, net | 103,325 | 112,489 | |
Deposits | 16,776 | 18,988 | |
TOTAL NON-CURRENT ASSETS | 176,192 | 215,756 | |
TOTAL ASSETS | 1,380,588 | 1,695,102 | |
CURRENT LIABILITIES | |||
Accounts payable | 342,133 | 517,651 | |
Due to related parties | 146,112 | 839,070 | |
Notes payable | 0 | 390,000 | |
Convertible notes payable, current portion | 0 | 1,367,655 | |
Derivative liabilities | 0 | 10,679,067 | |
Other current liabilities | 85,731 | 1,855,374 | |
TOTAL CURRENT LIABILITIES | 573,976 | 15,648,817 | |
NONCURRENT LIABILITIES | |||
Convertible notes payable, noncurrent portion | 155,229 | 776,451 | |
TOTAL NONCURRENT LIABILITIES | 155,229 | 776,451 | |
TOTAL LIABILITIES | $ 729,205 | $ 16,425,268 | |
COMMITMENTS AND CONTINGENCIES (Note 13) | |||
STOCKHOLDERS' DEFICIT | |||
Common stock, $0.001 par value, 10,000,000 shares authorized at March 31, 2015 and 2014; 6,657,046 and 4,499,480 issued and outstanding at March 31, 2015 and 2014, respectively | $ 6,657 | $ 4,497 | |
Additional paid-in capital | 82,238,507 | 59,879,624 | |
Accumulated deficit | (81,629,714) | (74,832,557) | |
TOTAL AETHLON MEDICAL, INC STOCKHOLDERS' EQUITY (DEFICIT) | 615,450 | (14,948,436) | |
NONCONTROLLING INTERESTS | 35,933 | 218,270 | |
TOTAL EQUITY (DEFICIT) | 651,383 | (14,730,166) | $ (9,144,444) |
TOTAL LIABILITIES AND EQUITY (DEFICIT) | 1,380,588 | $ 1,695,102 | |
Scenario, Adjustment [Member] | |||
CURRENT ASSETS | |||
Cash | 5,591,988 | ||
TOTAL CURRENT ASSETS | 5,591,988 | ||
NON-CURRENT ASSETS | |||
TOTAL ASSETS | 5,591,988 | ||
STOCKHOLDERS' DEFICIT | |||
Common stock, $0.001 par value, 10,000,000 shares authorized at March 31, 2015 and 2014; 6,657,046 and 4,499,480 issued and outstanding at March 31, 2015 and 2014, respectively | 952 | ||
Additional paid-in capital | 5,591,036 | ||
TOTAL AETHLON MEDICAL, INC STOCKHOLDERS' EQUITY (DEFICIT) | 5,591,988 | ||
TOTAL EQUITY (DEFICIT) | 5,591,988 | ||
TOTAL LIABILITIES AND EQUITY (DEFICIT) | 5,591,988 | ||
Pro Forma [Member] | |||
CURRENT ASSETS | |||
Cash | 6,447,584 | ||
Accounts receivable | 193,341 | ||
Deferred financing costs | 82,324 | ||
Prepaid expenses | 73,135 | ||
TOTAL CURRENT ASSETS | 6,796,384 | ||
NON-CURRENT ASSETS | |||
Property and equipment, net | 56,091 | ||
Patents, net | 103,325 | ||
Deposits | 16,776 | ||
TOTAL NON-CURRENT ASSETS | 176,192 | ||
TOTAL ASSETS | 6,972,576 | ||
CURRENT LIABILITIES | |||
Accounts payable | 342,133 | ||
Due to related parties | 146,112 | ||
Notes payable | 0 | ||
Convertible notes payable, current portion | 0 | ||
Derivative liabilities | 0 | ||
Other current liabilities | 85,731 | ||
TOTAL CURRENT LIABILITIES | 573,976 | ||
NONCURRENT LIABILITIES | |||
Convertible notes payable, noncurrent portion | 155,229 | ||
TOTAL NONCURRENT LIABILITIES | 155,229 | ||
TOTAL LIABILITIES | $ 729,205 | ||
COMMITMENTS AND CONTINGENCIES (Note 13) | |||
STOCKHOLDERS' DEFICIT | |||
Common stock, $0.001 par value, 10,000,000 shares authorized at March 31, 2015 and 2014; 6,657,046 and 4,499,480 issued and outstanding at March 31, 2015 and 2014, respectively | $ 7,609 | ||
Additional paid-in capital | 87,829,543 | ||
Accumulated deficit | (81,629,714) | ||
TOTAL AETHLON MEDICAL, INC STOCKHOLDERS' EQUITY (DEFICIT) | 6,207,438 | ||
NONCONTROLLING INTERESTS | 35,933 | ||
TOTAL EQUITY (DEFICIT) | 6,243,371 | ||
TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ 6,972,576 |
Uncategorized Items - aemd-2015
Label | Element | Value |
April 2011 12% Convertible Notes | ||
Convertible Debt | us-gaap_ConvertibleDebt | $ 0 |
October and November 2009 10% Convertible Notes | ||
Convertible Debt | us-gaap_ConvertibleDebt | 0 |
September 2010 10 Percent Convertible Notes | ||
Convertible Debt | us-gaap_ConvertibleDebt | 0 |
September 2011 Convertible Notes | ||
Convertible Debt | us-gaap_ConvertibleDebt | $ 0 |