Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Jun. 25, 2016 | Sep. 30, 2015 | |
Aggregate maximum liquidated damages amount | |||
Entity Registrant Name | Aethlon Medical Inc | ||
Entity Central Index Key | 882,291 | ||
Document Type | POS AM | ||
Document Period End Date | Mar. 31, 2016 | ||
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 | $ 49,000,000 | ||
Entity Common Stock, Shares Outstanding | 7,622,393 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 2,123,737 | $ 855,596 |
Accounts receivable | 199,471 | 193,341 |
Deferred financing costs | 27,641 | 82,324 |
Prepaid expenses and other current assets | 53,294 | 73,135 |
TOTAL CURRENT ASSETS | 2,404,143 | 1,204,396 |
Property and equipment, net | 36,038 | 56,091 |
Patents, net | 94,161 | 103,325 |
Other assets | 22,415 | 16,776 |
TOTAL ASSETS | 2,556,757 | 1,380,588 |
CURRENT LIABILITIES | ||
Accounts payable | 244,804 | 342,133 |
Due to related parties | 145,112 | 146,112 |
Other current liabilities | 136,695 | 85,731 |
TOTAL CURRENT LIABILITIES | 526,611 | 573,976 |
Convertible notes payable, noncurrent portion | 527,780 | 155,229 |
TOTAL LIABILITIES | 1,054,391 | 729,205 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 30,000,000 and 10,000,000 shares authorized at March 31, 2016 and 2015, respectively; 7,622,393 and 6,657,046 issued and outstanding at March 31, 2016 and 2015, respectively | 7,621 | 6,657 |
Additional paid-in capital | 88,047,142 | 82,238,507 |
Accumulated deficit | (86,502,043) | (81,629,714) |
TOTAL AETHLON MEDICAL, INC STOCKHOLDERS' EQUITY BEFORE NONCONTROLLING INTERESTS | 1,552,720 | 615,450 |
NONCONTROLLING INTERESTS | (50,354) | 35,933 |
TOTAL STOCKHOLDERS' EQUITY | 1,502,366 | 651,383 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,556,757 | $ 1,380,588 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Mar. 31, 2015 |
Stockholders' Deficit | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ .001 |
Common stock shares authorized | 30,000,000 | 10,000,000 |
Common stock issued | 7,622,393 | 6,657,046 |
Common stock outstanding | 7,622,393 | 6,657,046 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
REVENUES: | ||
Government contract revenue | $ 886,572 | $ 762,417 |
Total revenues | 886,572 | 762,417 |
OPERATING EXPENSES | ||
Professional fees | 2,259,096 | 1,572,196 |
Payroll and related | 2,083,297 | 2,275,959 |
General and administrative | 929,013 | 907,115 |
Total operating expenses | 5,271,406 | 4,755,270 |
OPERATING LOSS | (4,384,834) | (3,992,853) |
OTHER (INCOME) EXPENSE | ||
Loss on debt conversion | 0 | 2,753,989 |
Other income | 0 | (219,624) |
Interest and other debt expenses | 573,782 | 452,276 |
Total other expenses | 573,782 | 2,986,641 |
NET LOSS BEFORE NONCONTROLLING INTERESTS | (4,958,616) | (6,979,494) |
LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (86,287) | (182,337) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (4,872,329) | $ (6,797,157) |
Basic and diluted net loss per share available to common stockholders (Note 1) | $ (.66) | $ (1.22) |
Weighted average number of common shares outstanding - basic and diluted (Note 1) | 7,393,695 | 5,594,447 |
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, 2014 | 4,499,480 | ||||
Beginning 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 | ||
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 |
Issuance of common stock for cash, shares | 959,140 | ||||
Issuance of common stock for cash, value | $ 958 | 5,605,797 | 5,606,755 | ||
Reclassification of derivative liability into equity | 0 | ||||
Issuance of common stock under cashless warrant exercises, shares | 5,292 | ||||
Issuance of common stock under cashless warrant exercises, value | $ 5 | (5) | |||
Issuance of common stock due to rounding up from reverse split, shares | 915 | ||||
Issuance of common stock due to rounding up from reverse split, value | $ 1 | (1) | |||
Stock-based compensation expense | 202,844 | 202,844 | |||
Net loss | (4,872,329) | (86,287) | (4,958,616) | ||
Ending balance, shares at Mar. 31, 2016 | 7,622,393 | ||||
Ending balance, value at Mar. 31, 2016 | $ 7,621 | $ 88,047,142 | $ (86,502,043) | $ (50,354) | $ 1,502,366 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (4,958,616) | $ (6,979,494) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 38,524 | 37,352 |
Loss on extension of warrants | 0 | 143,363 |
Loss on debt conversion | 0 | 2,753,989 |
Fair market value of equity instruments issued for services | 0 | 225,158 |
Stock based compensation | 202,844 | 416,481 |
Amortization of debt discount and deferred financing costs | 517,233 | 273,377 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,130) | (98,164) |
Prepaid expenses and other current assets | 19,841 | (22,436) |
Other assets | (95,638) | 2,212 |
Accounts payable and other current liabilities | (46,365) | (1,108,294) |
Due to related parties | (1,000) | (692,958) |
Net cash used in operating activities | (4,329,307) | (5,049,414) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (9,307) | 0 |
Net cash used in investing activities | (9,307) | 0 |
Cash flows from financing activities: | ||
Principal repayments of notes payable | 0 | (523,422) |
Proceeds from the issuance of convertible notes payable | 0 | 415,000 |
Net proceeds from the issuance of common stock | 5,606,755 | 4,763,153 |
Net cash provided by financing activities | 5,606,755 | 4,654,731 |
Net increase (decrease) in cash | 1,268,141 | (394,683) |
Cash at beginning of year | 855,596 | |
Cash at end of year | 2,123,737 | 855,596 |
Cash paid during the period for: | ||
Interest | 0 | 480,701 |
Supplement information for non-cash investing and financing activities: | ||
Conversion of debt, accrued liabilities and accrued interest to common stock | 0 | 2,273,032 |
Reclassification of accrued interest to convertible notes payable | 0 | 25,766 |
Recording deferred financing costs associated with convertible notes payable | 0 | 117,280 |
Reclassification of warrant derivative liability into equity | 0 | 10,679,067 |
Issuance of shares under cashless warrant exercises | 5 | 434 |
Creation of debt discount on convertible notes payable | $ 0 | $ 527,780 |
1. ORGANIZATION, LIQUIDITY AND
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, LIQUIDITY 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 Nasdaq Capital Market 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, 2014. All shares and per share amounts have been revised accordingly. LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. We have incurred continuing losses from operations and at March 31, 2016 had an accumulated deficit of approximately $86,502,000. These factors, among other matters, raise substantial doubt about our ability to continue as a going concern. A significant amount of additional capital will be necessary to advance the development of our products to the point at which they may become commercially viable. We intend to fund operations, working capital and other cash requirements for the fiscal year ending March 31, 2017 through debt and/or equity financing arrangements as well as through revenues and related cash receipts under our government contracts (see Note 9). We are currently addressing our liquidity issue by seeking additional investment capital through issuances of common stock under our existing S-3 registration statement and by applying for additional grants issued by government agencies in the United States. We believe that our cash on hand and funds expected to be received from additional debt and equity financing arrangements will be sufficient to meet our liquidity needs for fiscal 2017. However, no assurance can be given that we will receive any funds in addition to the funds we have received to date. The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results. The consolidated financial statements do not include any adjustments related to this uncertainty and as to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. 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 has classified the noncontrolling interests in ESI as part of consolidated net loss in the fiscal years ended March 31, 2016 and 2015 and includes the accumulated amount of noncontrolling interests as part of equity. The losses at ESI during the fiscal year ended March 31, 2015 reduced the noncontrolling interests on our consolidated balance sheet by $86,287 from $35,933 at March 31, 2015 to $(50,354) at March 31, 2016. 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. 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. 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. We follow Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 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. 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, 2016 and 2015, 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 one financial institution in checking accounts and related cash management accounts. Accounts at this institution are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2016 cash balances were approximately $1,885,000 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, 2016 and 2015 and all of our revenue in the fiscal years ended March 31, 2016 and 2015 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, 2016 and 2015. 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, 2016 and 2015, a total of 2,710,107 and 2,030,448 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 10). We record discrete financial information for ESI and our chief operating decision maker reviews ESI’s operating results in order to make decisions about resources to be allocated to the ESI segment and to assess its performance. 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 $144,683 and $118,147 during the fiscal years ended March 31, 2016 and 2015, respectively. REVENUE RECOGNITION DARPA Contract -- We entered into a government contract with DARPA and have recognized revenue of $863,011 and $630,887 under that contract during the fiscal years ended March 31, 2016 and 2015, respectively. We adopted the Milestone method of revenue recognition for the DARPA contract under ASC 605-28 “Revenue Recognition – Milestone Method” (“ASC 605-28”) 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, 2016 and 2015. 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 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. 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, 2016 and 2015, we recorded revenue of $23,561 and $131,530, 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 Nasdaq Capital Market or 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 March 31, 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 5). 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, 2016 and 2015: Fiscal Years Ended March 31, 2016 March 31, 2015 Vesting of Stock Options $ 202,844 $ 416,481 Total Stock-Based Compensation Expense $ 202,844 $ 416,481 Weighted average number of common shares outstanding – basic and diluted 7,393,695 5,594,447 Basic and diluted loss per common share $ (0.03 ) $ (0.07 ) 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, 2016 was insignificant. PATENTS Patents include both foreign and domestic patents. We capitalize the cost of patents, 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 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. 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. We had no derivative liabilities at either March 31, 2016 or March 31, 2015. 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 $782,000 and $1,028,000 of research and development expenses for the years ended March 31, 2016 and 2015, 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 improvements to employee share based payment accounting, FASB Accounting Standards Update (“ASU”) 2016-09 (Topic 718), the new accounting standard related to leases, ASU 2016-02 (Topic 842), the new accounting standard for recognition and measurement of financial assets and financial liabilities, ASU 2016-01, the new accounting standard on imputation of interest, simplifying the presentation of debt issuance costs, ASU 2015-03, the new accounting standard on extraordinary and unusual items on income statements, ASU 2015-01, the new accounting standard related to presentation of financial statements - going concern qualifications, ASU 2014-15, and the new accounting standard on revenue recognition, ASU 2014-09 (Topic 606),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, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Property and equipment, net, consist of the following: March 31, 2016 March 31, 2015 Furniture and office equipment, at cost $ 394,395 $ 385,088 Accumulated depreciation (358,357 ) (328,997 ) $ 36,038 $ 56,091 Depreciation expense for the years ended March 31, 2016 and 2015 approximated $29,000 and $28,000, respectively. |
3. PATENTS
3. PATENTS | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PATENTS | Patents consist of the following: March 31, 2016 March 31, 2015 Patents $ 211,645 $ 211,645 Accumulated amortization (117,484 ) (108,320 ) $ 94,161 $ 103,325 Amortization expense for patents for the years ended March 31, 2016 and 2015 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 4.8 years. |
4. CONVERTIBLE NOTES PAYABLE
4. CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Convertible Notes Payable consisted of the following at March 31, 2016: Principal Accrued Interest Convertible Notes Payable – Non-Current Portion: November 2014 10% Convertible Notes 527,780 74,036 Total Convertible Notes Payable – Non-Current Portion 527,780 74,036 Total Convertible Notes Payable $ 527,780 $ 74,036 During the fiscal year ended March 31, 2016, we recorded interest expense of $52,778 related to the contractual interest rates of our convertible notes, interest expense of $372,550 related to the amortization of debt discounts on the convertible notes and interest expense of $144,683 related to the amortization of deferred financing costs for a total of $570,011. Accrued interest is included in other current liabilities (see Note 7). Convertible Notes Payable consisted of the following at March 31, 2015: Principal Unamortized Discount Net Amount Accrued Interest 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. 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 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. These notes bear interest at the annual rate of 10% and originally matured 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. These 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 estimated relative fair value of warrants issued in connection with the November 2014 10% Convertible Notes was 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. Initial Amendment of Convertible Promissory Note Terms On November 12, 2015, we entered into an amendment of terms (“Amendment of Terms”) with the two investors that participated in the November 2014 10% Convertible Notes. The Amendment of Terms modifies the terms of the subscription agreement, notes and warrants to, among other things, extend the maturity date of the notes from April 1, 2016 to June 1, 2016, temporarily reduce the number of shares that we must reserve with respect to conversion of the notes, and temporarily suspend the time period during which one of the investors may exercise its warrants. In exchange for the investors’ agreements in the Amendment of Terms, we paid one of the investors a cash fee of $90,000, which we recorded as deferred financing costs and will amortize over the remaining term of the notes. During the fiscal year ended March 31, 2016, $62,308 of amortization related to the amendment has been included in interest expense in the accompanying consolidated statements of operations. Second Amendment and Extension of Convertible Promissory Notes On June 27, 2016, the maturity date of the November 2014 10% Convertible Notes was extended through July 1, 2017 (see Note 11). Therefore, we classified the notes as non-current liabilities on our March 31, 2016 balance sheet. 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. The following transactions related to the Amended and Restated Notes impacted our consolidated statements of operations and statements of cash flows in the fiscal year ended 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 unregistered shares of our 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 unregistered 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 unregistered 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 unregistered 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 unregistered 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. |
5. EQUITY TRANSACTIONS
5. EQUITY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | COMMON STOCK AND WARRANTS Aethlon Medical, Inc. Equity Transactions in the Fiscal Year Ended March 31, 2016 REVERSE STOCK 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 condensed consolidated financial statements and accompanying notes have been retroactively revised to reflect such reverse stock split as if it had occurred on April 1, 2014. All share and per share amounts have been revised accordingly. INCREASE IN AUTHORIZED SHARES On March 31, 2016, we filed a Certificate of Amendment to our Articles of Incorporation to increase our authorized common stock from 10,000,000 to 30,000,000 shares. Our stockholders approved the amendment at our annual meeting of stockholders held on March 29, 2016. ISSUANCES OF COMMON STOCK AND WARRANTS Aethlon Medical, Inc. Equity Transactions in the Fiscal Year Ended March 31, 2016. On April 28, 2015, we issued 915 shares of common stock as the result of rounding up of fractional shares that arose due to our reverse stock split. On June 25, 2015, we sold $6,000,000 of units, comprised of common stock and warrants, to 18 accredited investors at a price of $6.30 per unit. Each unit consisted of one share of common stock and 0.75 of a five-year warrant to purchase one share of common stock at an exercise price of $6.30 per share. Accordingly, we issued a total of 952,383 shares of unregistered common stock and warrants to purchase 714,285 shares of common stock. For its services as sole placement agent for the financing, we paid Roth Capital Partners, LLC (“Roth”) a cash fee of $285,512 and expense reimbursement of $75,000 and we issued them a five-year warrant to purchase 32,371 shares of common stock at an exercise price of $6.30 per share. We received $5,591,988 in net proceeds from this financing. The warrant fair value, which was valued using a binomial lattice model, was recorded to additional paid-in-capital. In connection with the financing, Mr. James Joyce, our Chief Executive Officer, Mr. James Frakes, our Chief Financial Officer and Dr. Chetan Shah, a director of our 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 the Waivers expired when we amended our Articles of Incorporation on March 31, 2016. During the three months ended September 30, 2015, we issued an aggregate of 5,292 shares of common stock to an accredited investor 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 1,744 shares of common stock. During the three months ended December 31, 2015, we issued an aggregate of 6,757 unregistered shares of common stock to two investors upon the exercise of previously issued warrants. The warrants were exercised for cash and we received cash proceeds of $14,766 for an average purchase price of $2.19 per share per the terms of the 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) unregistered 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 unregistered 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 4, during the three months ended June 30, 2014, we issued 314,286 shares of unregistered 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 unregistered common stock in exchange for conversion of $343,200 of accrued interest and 75,000 shares of unregistered 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 unregistered common stock in exchange for conversion of $116,970 of accrued interest and 500 shares of unregistered common stock as a restructuring fee. During the three months ended September 30, 2014, we issued 38,750 shares of unregistered 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 unregistered 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 unregistered 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 4). 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 4). 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 4). 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 4). 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 4). 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 unregistered 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 unregistered 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 unregistered 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). 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. WARRANTS: A summary of the aggregate warrant activity for the years ended March 31, 2016 and 2015 is presented below: Fiscal Year Ended March 31, 2016 2015 Warrants Weighted Average Warrants Weighted Average Outstanding, beginning of year 1,430,738 $ 6.84 1,414,190 $ 5.00 Granted 746,657 $ 6.30 806,478 $ 8.46 Exercised (12,049 ) $ 2.15 (590,659 ) $ 4.29 Cancelled/Forfeited (1,252 ) $ 2.10 (199,271 ) $ 7.11 Outstanding, end of year 2,164,094 $ 6.68 1,430,738 $ 6.84 Exercisable, end of year 2,164,094 $ 6.68 1,430,738 $ 6.84 Weighted average estimated fair value of warrants granted $ 5.11 $ 11.83 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, 2016 2015 Risk free interest rate 1.70% 0.79%-2.29% Average expected life 5 years 5 to 7 years Expected volatility 98.6% 87.8% - 107.4% Expected dividends None None The detail of the warrants outstanding and exercisable as of March 31, 2016 is as follows: Warrants Outstanding Warrants Exercisable Range of Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $5.00 or Below 515,533 2.78 $ 2.63 515,533 $ 2.63 $5.20 - $9.00 1,351,632 3.85 $ 6.46 1,351,632 $ 6.46 $9.65 - $15.00 296,929 3.71 $ 14.70 296,929 $ 14.70 2,164,094 2,164,094 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, 2016, all of the grants previously made under the 2000 Stock Option Plan had expired and 200 unregistered shares had been issued under the plan, with 9,800 available for future issuance. 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. On January 26, 2016, our Board of Directors approved an amendment to the 2010 Stock Incentive Plan to increase the total number of shares of common stock reserved for issuance under the plan to 3,170,000 shares, subject to amendment of our Articles of Incorporation to increase our authorized common stock. On March 29, 2016, we held an annual stockholders meeting, at which our stockholders approved the Amended 2010 Stock Incentive Plan and an amendment of our Articles of Incorporation to increase our authorized common stock to 30,000,000 shares. At March 31, 2016, we had 3,028,845 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, 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. No options were granted to directors in the fiscal year ended March 31, 2016. At March 31, 2016, we had issued 26,757 options under the 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 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 common 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. GRANTS TO EMPLOYEES There were no stock option grants to either directors or employees during the fiscal year ended March 31, 2016. During the fiscal year ended March 31, 2015, our Board of Directors approved the following grants of options to certain officers and directors of the Company: o To Mr. James A. Joyce, an option to acquire an aggregate of 30,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common stock on the date of grant. The fair value of this stock option at the date of grant was $246,000. The option vested as to 10,000 shares on the grant date for a vesting expense of $82,000 and will vest as to an additional 10,000 shares on each of the first two anniversaries of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024. o To Mr. Rodney S. Kenley, an option to acquire an aggregate of 5,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common stock on the date of grant. The fair value of this stock option at the date of grant was $41,000. The option vested as to 1,667 shares on the grant date for a vesting expense of $13,667 and will vest as to an additional 1,667 shares on the first anniversary of the grant date and 1,666 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024. o To Mr. James B. Frakes, an option to acquire an aggregate of 5,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common stock on the date of grant. The fair value of this stock option at the date of grant was $41,000. The option vested as to 1,667 shares on the grant date for a vesting expense of $13,667 and will vest as to an additional 1,667 shares on the first anniversary of the grant date and 1,666 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024. o To Dr. Richard H. Tullis, an option to acquire an aggregate of 1,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common stock on the date of grant. The fair value of this stock option at the date of grant was $8,200. The option vested as to 333 shares on the grant date for a vesting expense of $2,733 and will vest as to an additional 333 shares on the first anniversary of the grant date and 334 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024. In addition to the above grants to our officers, during the fiscal year ended March 31, 2015, our Board of Directors also approved the grant of options to five employees to acquire an aggregate of 7,400 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common stock on the date of grant. The aggregate fair value of those stock options at the date of grant was $60,680. Those options vested as to 2,467 shares on the grant date for a vesting expense of $20,227 and will vest as to an additional 2,467 shares on the first anniversary of the grant date and 2,466 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the option will expire June 6, 2024. The following is a summary of the stock options outstanding at March 31, 2016 and 2015 and the changes during the years then ended: Fiscal Year Ended March 31, 2016 2015 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding, beginning of year 501,690 $ 11.00 522,668 $ 12.50 Granted – N/A 59,453 $ 9.50 Exercised – N/A (1,000 ) $ 9.50 Cancelled/Forfeited (63,143 ) $ 11.45 (79,431 ) $ 18.76 Outstanding, end of year 438,547 $ 10.94 501,690 $ 11.00 Exercisable, end of year 388,414 $ 11.53 418,923 $ 12.00 Weighted average estimated fair value of options granted N/A $ 9.50 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 year ended March 31, 2015 (no stock options were issued in the year ended March 31, 2016): Risk free interest rate 2.60% Average expected life 10 years Expected volatility 90.23% Expected dividends None The detail of the options outstanding and exercisable as of March 31, 2016 is as follows: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $3.80 - $9.50 190,547 7.70 years $ 6.03 140,414 $ 5.91 $12.50 163,000 4.39 years $ 12.50 163,000 $ 12.50 $18.00 - $20.50 85,000 2.02 years $ 19.03 85,000 $ 19.03 438,547 388,414 We recorded stock-based compensation expense related to share issuances and to options granted totaling $202,844 and $416,481 for the fiscal years ended March 31, 2016 and 2015, 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, 2016 and 2015. Our total stock-based compensation for fiscal years ended March 31, 2016 and 2015 included the following: Fiscal Year Ended March 31, 2016 March 31, 2015 Vesting of stock options $ 202,844 $ 416,481 Total Stock-Based Compensation $ 202,844 $ 416,481 As of March 31, 2016, we had $139,139 of remaining unrecognized stock option expense, which is expected to be recognized over a weighted average remaining vesting period of 0.69 years. On March 31, 2016, our stock options had a negative intrinsic value since the closing price on that date of $5.36 per share was below the weighted average exercise price of our stock options. |
6. RELATED PARTY TRANSACTIONS
6. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2016 | |
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. There were not such related party transactions during the fiscal year ended March 31, 2016 except that we had accrued unpaid Board fees of $116,000 owed to our outside directors as of March 31, 2016. |
7. OTHER CURRENT LIABILITIES
7. OTHER CURRENT LIABILITIES | 12 Months Ended |
Mar. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | Other current liabilities were comprised of the following items: March 31, March 31, 2016 2015 Accrued interest $ 74,038 $ 21,258 Other accrued liabilities 62,657 64,473 Total other current liabilities $ 136,695 $ 85,731 |
8. INCOME TAXES
8. INCOME TAXES | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | For the years ended March 31, 2016 and 2015, we had no income tax expense due to our net operating losses and 100% deferred tax asset valuation allowance. At March 31, 2016 and 2015, 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, 2016 and 2015 are shown below: YEAR ENDED MARCH 31, 2016 2015 Deferred tax assets: Capitalized research and development $ 3,442,000 $ 3,442,000 Net operating loss carryforwards 20,126,000 17,927,000 Total deferred tax assets 23,568,000 21,369,000 Total deferred tax liabilities – – Net deferred tax assets 23,568,000 21,369,000 Valuation allowance for deferred tax assets (23,568,000 ) (21,369,000 ) Net deferred tax assets $ – $ – At March 31, 2016, we had tax net operating loss carryforwards for federal and state purposes approximating $52 million and $41 million, which begin to expire in the year 2023. The provision for income taxes on earnings subject to income taxes differs from the statutory federal rate for the years ended March 31, 2016 and 2015 due to the following: 2016 2015 Income taxes (benefit) at federal statutory rate of 34% $ (1,686,000 ) $ (2,373,000 ) State income tax, net of federal benefit (298,000 ) (418,000 ) Tax effect on non-deductible expenses and credits 69,000 1,524,000 Change in valuation allowance 1 1,915,000 1,267,000 $ – $ – ______________ (1) 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, 2016 and 2015, we did not recognize any interest or penalties relating to tax matters. At and for the years ended March 31, 2016 and 2015, management does not believe the Company has any uncertain tax positions. Accordingly, there are no unrecognized tax benefits at March 31, 2016 or March 31, 2015. 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. |
9. DARPA CONTRACT AND RELATED R
9. DARPA CONTRACT AND RELATED REVENUE RECOGNITION | 12 Months Ended |
Mar. 31, 2016 | |
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, fourth and fifth years of the contract. 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, 2016 During the fiscal year ended March 31, 2016, we invoiced the Defense Advanced Research Projects Agency for four milestones totaling $863,011. The details of those milestones were as follows: Milestone M6 – Define Aethlon’s GMP manufacturing process and revise and upgrade Aethlon’s quality procedures and policies to the current state of the art. 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 defined our GMP manufacturing process and that we revised and upgraded our quality procedures and policies to the current state of the art for a company of our size. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.5.1.1 - Complete Aethlon’s GMP procedure and establish and maintain all GMP documentation for the company. 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 completed our GMP procedures and established and maintained all GMP documentation for the company. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.5.2.2 – Finish construction and begin delivery of 50 prototype cartridges for testing by the systems integrator. The milestone payment was $296,964. 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 completed the construction of 50 prototype cartridges and were prepared to deliver the cartridges to the systems integrator. The report was accepted by the contracting officer's representative and the invoice was submitted thereafter. Milestone 2.6.1.1 – System integrator acceptance of the hemofilter device. The milestone payment was $193,719. 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 completed this milestone by confirmation by the systems integrator that it was accepting the hemofilter device as part of their overall system. 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 $863,011. 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. |
10. SEGMENTS
10. SEGMENTS | 12 Months Ended |
Mar. 31, 2016 | |
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. We record discrete financial information for ESI and our chief operating decision maker reviews ESI’s operating results in order to make decisions about resources to be allocated to the ESI segment and to assess its performance. 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: Fiscal Years Ended March 31, 2016 2015 Revenues: Aethlon $ 886,572 $ 762,417 ESI – – Total Revenues $ 886,572 $ 762,417 Operating Losses: Aethlon $ (3,953,402 ) $ (3,081,169 ) ESI (431,432 ) (911,684 ) Total Operating Loss $ (4,384,834 ) $ (3,992,853 ) Net Losses: Aethlon $ (4,527,184 ) $ (6,067,810 ) ESI (431,432 ) (911,684 ) Net Loss Before Non-Controlling Interests $ (4,958,616 ) $ (6,979,494 ) Cash: Aethlon $ 2,114,285 $ 721,689 ESI 9,452 133,907 Total Cash $ 2,123,737 $ 855,596 Total Assets: Aethlon $ 2,503,327 $ 1,159,910 ESI 53,430 220,678 Total Assets $ 2,556,757 $ 1,380,588 Capital Expenditures: Aethlon $ 9,307 $ – ESI – – Capital Expenditures $ 9,307 $ – Depreciation and Amortization: Aethlon $ 18,943 $ 17,770 ESI 19,581 19,582 Total Depreciation and Amortization $ 38,524 $ 37,352 Interest Expense: Aethlon $ 573,782 $ 349,923 ESI – – Total Interest Expense $ 573,782 $ 349,923 |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Management has evaluated events subsequent to March 31, 2016 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. Common Stock Sales Agreement with H.C. Wainwright On June 28, 2016, we entered into a Common Stock Sales Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”) which establishes an at-the-market equity program pursuant to which we may offer and sell shares of our common stock from time to time as set forth in the Agreement. The Agreement provides for the sale of shares of our common stock having an aggregate offering price of up to $12,500,000 (the “Shares”). Subject to the terms and conditions set forth in the Agreement, H.C. Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon our instructions. We have provided H.C. Wainwright with customary indemnification rights, and H.C. Wainwright will be entitled to a commission at a fixed rate equal to three percent (3.0%) of the gross proceeds per Share sold. In addition, we have agreed to pay certain expenses incurred by H.C. Wainwright in connection with the Agreement, including up to $50,000 of the fees and disbursements of their counsel. The Agreement will terminate upon the sale of all of the Shares under the Agreement unless terminated earlier by either party as permitted under the Agreement. Sales of the Shares, if any, under the Agreement shall be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with H.C. Wainwright. We have no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Agreement or terminate the Agreement. Amendment of November 2014 Investment Documents On June 27, 2016, we and certain investors (the “Investors”) entered into Amendments (the “Amendments”) to our November 2014 convertible notes in the original principal amount of $527,780 (the “Notes”) and Class A Common Stock Purchase Warrants to purchase an aggregate of 47,125 shares of common stock (the “Existing Warrants”) issued and sold by us to the Investors under a Subscription Agreement dated November 6, 2014. The Amendments provide that the Maturity Date (as defined in the Notes) is extended from June 1, 2016 to July 1, 2017 and that the Conversion Price (as defined in the Notes) is reduced from $5.60 per share of common stock to $5.00 per share of common stock. In addition, we reduced the purchase price (as defined in the Existing Warrants) from $8.40 per share to $5.00 per share. In connection with these modifications, each of the Investors signed a Consent and Waiver providing its consent under certain restrictive provisions, and waiving certain rights, including a right to participate in certain offerings made by us, under a Securities Purchase Agreement dated June 23, 2015, (the “2015 SPA”) to which we, the Investors and certain other investors are parties, in order to facilitate the at-the-market equity program described above. The Amendments also increase the principal amount of the Notes to $692,811.23 (in the aggregate) to (i) include accrued and unpaid interest through June 15, 2016, and (ii) increase the principal amount by $80,000 (in the aggregate) as an extension fee for the extended maturity date of the Notes set forth above. With respect to each Note, we entered into an Allonge to Convertible Promissory Note (each, an “Allonge”) reflecting the changes in the principal amount, Maturity Date and Conversion Price of the Note. We also issued to the Investors new warrants (the “New Warrants”) to purchase an aggregate of 30,000 shares of common stock with a Purchase Price (as defined in the New Warrants) of $5.00 per share of common sock. We issued the New Warrants in substantially the same form as the Existing Warrants, and the New Warrants will expire on November 6, 2019, the same date on which the Existing Warrants will expire. Amendment of December 2014 Warrants On June 27, 2016, we and certain investors (the “Unit Investors”) entered into Consent and Waiver and Amendment agreements (the “CWAs”), relating to an aggregate of 264,000 Warrants to Purchase Common Stock (the “Unit Warrants”) we had issued to the Unit Investors on December 2, 2014 pursuant to a Securities Purchase Agreement dated November 26, 2014 (the “2014 SPA”). In the CWAs, each of the Unit Investors provided its consent under certain restrictive provisions, and waived certain rights, including a right to participate in certain offerings made by us, under the 2014 SPA in order to facilitate the at-the-market equity program described above. Pursuant to the CWAs, we reduced the Exercise Price (as defined in the Unit Warrants) from $15.00 per share of common stock to $5.00 per share of common stock. At any time that the shares of common stock underlying the Unit Warrants are covered by an effective registration statement that permits the public resale of the shares, if the Unit Investors exercise the Unit Warrants, they must do so in a cash exercise, which could yield up to $1,320,000 in proceeds to us. On June 27, 2016, each of the Unit Investors also entered into a Consent and Waiver providing its consent under certain provisions, and waiving certain rights, including a right to participate in certain offerings made by us, under the 2015 SPA in order to facilitate the at-the market equity program described above. |
12. COMMITMENTS AND CONTINGENCI
12. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
12. 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 $385,000 per year in September 2015. We entered into an employment agreement with Dr. Richard H. Tullis, Ph. D. (“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. In February 2016, we entered into a part-time consulting agreement with Tullis. Under that agreement, Tullis will retain his title of CSO and will continue to provide services under the terms of a consulting agreement with us. In connection with the change in his employment, Tullis resigned as our Vice President. Under the consulting agreement, Tullis will render approximately twenty (20) hours per week of such services, for which we will pay him a consulting fee of $10,000 per month. The term of the consulting agreement is for an initial sixty-day period and, unless terminated earlier by either party, shall automatically extend for additional one-month periods. Either party to the consulting agreement may terminate it upon 30 day’s prior written notice to the other party. Concurrently with the entry into the consulting agreement, Tullis and the Company mutually agreed to terminate his employment agreement with us. RETENTION AGREEMENTS On October 16, 2015, following a recommendation of our Compensation Committee, we approved retention bonus grants to three of our executive officers under a newly established Aethlon Senior Management Retention Program to maintain management stability going forward. The Board approved a $100,000 retention bonus for Mr. James A. Joyce, our Chief Executive Officer, a $50,000 retention bonus for Mr. Rodney S. Kenley, our President, and a $50,000 retention bonus for Mr. James B. Frakes, our Chief Financial Officer. In connection with the bonus granted to Mr. Joyce, we entered into an amendment of Mr. Joyce’s Employment Agreement dated April 1, 1999. Pursuant to the amendment, if within two years of the effective date of the amendment, we terminate Mr. Joyce’s employment with us for “Cause” (as defined in his employment agreement) or Mr. Joyce terminates his employment with us other than for “Good Reason” (as defined in his employment agreement), Mr. Joyce must repay in full the amount of the bonus received from us. In the event of his death or disability or termination by us other than for “Cause” or termination by Mr. Joyce for “Good Reason,” Mr. Joyce will not be required to repay any portion of the bonus received by him. In connection with the bonus granted to Mr. Kenley, we entered into an amendment of Mr. Kenley’s Offer Letter dated October 27, 2010. Pursuant to the amendment, if within two years of the effective date of the amendment, we terminate Mr. Kenley’s employment with us for “Cause” (as defined in the amendment) or Mr. Kenley terminates his employment with us other than for “Good Reason” (as defined in the amendment), Mr. Kenley must repay in full the amount of the bonus received from us. In the event of his death or disability or termination by us other than for “Cause” or termination by Mr. Kenley for “Good Reason,” Mr. Kenley will not be required to repay any portion of the bonus received by him. In connection with the bonus granted to Mr. Frakes, we entered into a Retention Bonus Agreement with Mr. Frakes. Pursuant to the agreement, if within two years of the effective date of the agreement, we terminate Mr. Frakes’ employment with us for “Cause” (as defined in the agreement) or Mr. Frakes terminates his employment with us other than for “Good Reason” (as defined in the agreement), Mr. Frakes must repay in full the amount of the bonus received from us. In the event of his death or disability or termination by us other than for “Cause” or termination by Mr. Frakes for “Good Reason,” Mr. Frakes will not be required to repay any portion of the bonus received by him. 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 $4,838 per month on a one-year lease that expires in November 2016. Our current plans are to renew the lease prior to expiration or to secure alternative lab space in the San Diego area. Our Exosome Sciences, Inc. subsidiary previously rented 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 expired in October 2015. In October 2015, Exosome Sciences, Inc. relocated to a different suite at the same office complex. That new suite was comprised of approximately 541 square feet of office and laboratory space and is located at 9 Deer Park Drive, South Brunswick, NJ at the rate of $1,352 per month under a month to month lease basis. In January 2016, we exercised our 30-day notice to terminate the Exosome Sciences’ lease in New Jersey as part of a consolidation of our laboratory operations in San Diego. Rent expense approximated $144,000 and $167,000 for the fiscal years ended March 31, 2016 and 2015, respectively. As of March 31, 2016, our commitments under the lease agreements are as follows: Fiscal Year Ended March 31, 2017 2018 2019 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease $ 75,512 $ 78,156 $ 21,446 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 38,704 – – Total Lease Commitments $ 114,216 $ 78,156 $ 21,446 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. |
1. ORGANIZATION, LIQUIDITY AN19
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
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 Nasdaq Capital Market 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, 2014. All shares and per share amounts have been revised accordingly. |
LIQUIDITY AND GOING CONCERN | LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. We have incurred continuing losses from operations and at March 31, 2016 had an accumulated deficit of approximately $86,502,000. These factors, among other matters, raise substantial doubt about our ability to continue as a going concern. A significant amount of additional capital will be necessary to advance the development of our products to the point at which they may become commercially viable. We intend to fund operations, working capital and other cash requirements for the fiscal year ending March 31, 2017 through debt and/or equity financing arrangements as well as through revenues and related cash receipts under our government contracts (see Note 9). We are currently addressing our liquidity issue by seeking additional investment capital through issuances of common stock under our existing S-3 registration statement and by applying for additional grants issued by government agencies in the United States. We believe that our cash on hand and funds expected to be received from additional debt and equity financing arrangements will be sufficient to meet our liquidity needs for fiscal 2017. However, no assurance can be given that we will receive any funds in addition to the funds we have received to date. The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results. The consolidated financial statements do not include any adjustments related to this uncertainty and as to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
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 has classified the noncontrolling interests in ESI as part of consolidated net loss in the fiscal years ended March 31, 2016 and 2015 and includes the accumulated amount of noncontrolling interests as part of equity. The losses at ESI during the fiscal year ended March 31, 2015 reduced the noncontrolling interests on our consolidated balance sheet by $86,287 from $35,933 at March 31, 2015 to $(50,354) at March 31, 2016. |
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. |
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. 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. We follow Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 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. 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, 2016 and 2015, 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 one financial institution in checking accounts and related cash management accounts. Accounts at this institution are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2016 cash balances were approximately $1,885,000 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, 2016 and 2015 and all of our revenue in the fiscal years ended March 31, 2016 and 2015 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. |
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, 2016 and 2015, a total of 2,710,107 and 2,030,448 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 10). We record discrete financial information for ESI and our chief operating decision maker reviews ESIÂ’s operating results in order to make decisions about resources to be allocated to the ESI segment and to assess its performance. |
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 $144,683 and $118,147 during the fiscal years ended March 31, 2016 and 2015, respectively. |
REVENUE RECOGNITION | REVENUE RECOGNITION DARPA Contract -- We entered into a government contract with DARPA and have recognized revenue of $863,011 and $630,887 under that contract during the fiscal years ended March 31, 2016 and 2015, respectively. We adopted the Milestone method of revenue recognition for the DARPA contract under ASC 605-28 “Revenue Recognition – Milestone Method” (“ASC 605-28”) 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, 2016 and 2015. 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 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. 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, 2016 and 2015, we recorded revenue of $23,561 and $131,530, 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 Nasdaq Capital Market or 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 March 31, 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 5). 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, 2016 and 2015: Fiscal Years Ended March 31, 2016 March 31, 2015 Vesting of Stock Options $ 202,844 $ 416,481 Total Stock-Based Compensation Expense $ 202,844 $ 416,481 Weighted average number of common shares outstanding – basic and diluted 7,393,695 5,594,447 Basic and diluted loss per common share $ (0.03 ) $ (0.07 ) 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, 2016 was insignificant. |
PATENTS | PATENTS Patents include both foreign and domestic patents. We capitalize the cost of patents, 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 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. |
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. We had no derivative liabilities at either March 31, 2016 or March 31, 2015. |
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 $782,000 and $1,028,000 of research and development expenses for the years ended March 31, 2016 and 2015, 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. |
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 improvements to employee share based payment accounting, FASB Accounting Standards Update (“ASU”) 2016-09 (Topic 718), the new accounting standard related to leases, ASU 2016-02 (Topic 842), the new accounting standard for recognition and measurement of financial assets and financial liabilities, ASU 2016-01, the new accounting standard on imputation of interest, simplifying the presentation of debt issuance costs, ASU 2015-03, the new accounting standard on extraordinary and unusual items on income statements, ASU 2015-01, the new accounting standard related to presentation of financial statements - going concern qualifications, ASU 2014-15, and the new accounting standard on revenue recognition, ASU 2014-09 (Topic 606),and have not yet concluded whether any such pronouncements will have a significant effect on our future consolidated financial statements. |
1. ORGANIZATION, LIQUIDITY AN20
1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Share-based compensation expenses | Fiscal Years Ended March 31, 2016 March 31, 2015 Vesting of Stock Options $ 202,844 $ 416,481 Total Stock-Based Compensation Expense $ 202,844 $ 416,481 Weighted average number of common shares outstanding – basic and diluted 7,393,695 5,594,447 Basic and diluted loss per common share $ (0.03 ) $ (0.07 ) |
2. PROPERTY AND EQUIPMENT (Tabl
2. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, 2016 March 31, 2015 Furniture and office equipment, at cost $ 394,395 $ 385,088 Accumulated depreciation (358,357 ) (328,997 ) $ 36,038 $ 56,091 |
3. PATENTS (Tables)
3. PATENTS (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of patents | March 31, 2016 March 31, 2015 Patents $ 211,645 $ 211,645 Accumulated amortization (117,484 ) (108,320 ) $ 94,161 $ 103,325 |
4. CONVERTIBLE NOTES PAYABLE (T
4. CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Convertible notes payable | Convertible Notes Payable consisted of the following at March 31, 2016: Principal Accrued Interest Convertible Notes Payable – Non-Current Portion: November 2014 10% Convertible Notes 527,780 74,036 Total Convertible Notes Payable – Non-Current Portion 527,780 74,036 Total Convertible Notes Payable $ 527,780 $ 74,036 Convertible Notes Payable consisted of the following at March 31, 2015: Principal Unamortized Discount Net Amount Accrued Interest 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 |
5. EQUITY TRANSACTIONS (Tables)
5. EQUITY TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of warrant activity | Fiscal Year Ended March 31, 2016 2015 Warrants Weighted Average Warrants Weighted Average Outstanding, beginning of year 1,430,738 $ 6.84 1,414,190 $ 5.00 Granted 746,657 $ 6.30 806,478 $ 8.46 Exercised (12,049 ) $ 2.15 (590,659 ) $ 4.29 Cancelled/Forfeited (1,252 ) $ 2.10 (199,271 ) $ 7.11 Outstanding, end of year 2,164,094 $ 6.68 1,430,738 $ 6.84 Exercisable, end of year 2,164,094 $ 6.68 1,430,738 $ 6.84 Weighted average estimated fair value of warrants granted $ 5.11 $ 11.83 |
Assumptions used for warrants granted | Year Ended March 31, 2016 2015 Risk free interest rate 1.70% 0.79%-2.29% Average expected life 5 years 5 to 7 years Expected volatility 98.6% 87.8% - 107.4% Expected dividends None None |
Summary of warrant activity exercisable and outstanding | Warrants Outstanding Warrants Exercisable Range of Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $5.00 or Below 515,533 2.78 $ 2.63 515,533 $ 2.63 $5.20 - $9.00 1,351,632 3.85 $ 6.46 1,351,632 $ 6.46 $9.65 - $15.00 296,929 3.71 $ 14.70 296,929 $ 14.70 2,164,094 2,164,094 |
Summary of the stock options outstanding | Fiscal Year Ended March 31, 2016 2015 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding, beginning of year 501,690 $ 11.00 522,668 $ 12.50 Granted – N/A 59,453 $ 9.50 Exercised – N/A (1,000 ) $ 9.50 Cancelled/Forfeited (63,143 ) $ 11.45 (79,431 ) $ 18.76 Outstanding, end of year 438,547 $ 10.94 501,690 $ 11.00 Exercisable, end of year 388,414 $ 11.53 418,923 $ 12.00 Weighted average estimated fair value of options granted N/A $ 9.50 |
Weighted average assumptions used to estimate the fair value information | Risk free interest rate 2.60% Average expected life 10 years Expected volatility 90.23% Expected dividends None |
Detail of options outstanding and exercisable by exercise price | Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $3.80 - $9.50 190,547 7.70 years $ 6.03 140,414 $ 5.91 $12.50 163,000 4.39 years $ 12.50 163,000 $ 12.50 $18.00 - $20.50 85,000 2.02 years $ 19.03 85,000 $ 19.03 438,547 388,414 |
Schedule of stock-based compensation | Fiscal Year Ended March 31, 2016 March 31, 2015 Vesting of stock options $ 202,844 $ 416,481 Total Stock-Based Compensation $ 202,844 $ 416,481 |
7. OTHER CURRENT LIABILITIES (T
7. OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | March 31, March 31, 2016 2015 Accrued interest $ 74,038 $ 21,258 Other accrued liabilities 62,657 64,473 Total other current liabilities $ 136,695 $ 85,731 |
8. INCOME TAXES (Tables)
8. INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Taxes Tables | |
Schedule of deferred tax assets | YEAR ENDED MARCH 31, 2016 2015 Deferred tax assets: Capitalized research and development $ 3,442,000 $ 3,442,000 Net operating loss carryforwards 20,126,000 17,927,000 Total deferred tax assets 23,568,000 21,369,000 Total deferred tax liabilities – – Net deferred tax assets 23,568,000 21,369,000 Valuation allowance for deferred tax assets (23,568,000 ) (21,369,000 ) Net deferred tax assets $ – $ – |
Provision for income taxes | 2016 2015 Income taxes (benefit) at federal statutory rate of 34% $ (1,686,000 ) $ (2,373,000 ) State income tax, net of federal benefit (298,000 ) (418,000 ) Tax effect on non-deductible expenses and credits 69,000 1,524,000 Change in valuation allowance 1 1,915,000 1,267,000 $ – $ – ______________ (1) |
10. SEGMENTS (Tables)
10. SEGMENTS (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segments | Fiscal Years Ended March 31, 2016 2015 Revenues: Aethlon $ 886,572 $ 762,417 ESI – – Total Revenues $ 886,572 $ 762,417 Operating Losses: Aethlon $ (3,953,402 ) $ (3,081,169 ) ESI (431,432 ) (911,684 ) Total Operating Loss $ (4,384,834 ) $ (3,992,853 ) Net Losses: Aethlon $ (4,527,184 ) $ (6,067,810 ) ESI (431,432 ) (911,684 ) Net Loss Before Non-Controlling Interests $ (4,958,616 ) $ (6,979,494 ) Cash: Aethlon $ 2,114,285 $ 721,689 ESI 9,452 133,907 Total Cash $ 2,123,737 $ 855,596 Total Assets: Aethlon $ 2,503,327 $ 1,159,910 ESI 53,430 220,678 Total Assets $ 2,556,757 $ 1,380,588 Capital Expenditures: Aethlon $ 9,307 $ – ESI – – Capital Expenditures $ 9,307 $ – Depreciation and Amortization: Aethlon $ 18,943 $ 17,770 ESI 19,581 19,582 Total Depreciation and Amortization $ 38,524 $ 37,352 Interest Expense: Aethlon $ 573,782 $ 349,923 ESI – – Total Interest Expense $ 573,782 $ 349,923 |
12. COMMITMENTS AND CONTINGEN28
12. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease commitments | Fiscal Year Ended March 31, 2017 2018 2019 9635 Granite Ridge Drive, Suite 100, San Diego, CA 92123 office lease $ 75,512 $ 78,156 $ 21,446 11585 Sorrento Valley Road, Suite 109, San Diego, CA 92121 office lease 38,704 – – Total Lease Commitments $ 114,216 $ 78,156 $ 21,446 |
1. ORGANIZATION AND SUMMARY OF
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-Based Compensation Expense | $ 202,844 | $ 416,481 |
Weighted average number of common shares outstanding – basic and diluted | 7,393,695 | 5,594,447 |
Basic and diluted loss per common share | $ (.66) | $ (1.22) |
Vesting of Stock Options | ||
Stock-Based Compensation Expense | $ 202,844 | $ 416,481 |
Share-based Compensation [Member] | ||
Basic and diluted loss per common share | $ (.03) | $ (.07) |
1. ORGANIZATION AND SUMMARY O30
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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. | |
Accumulated deficit | $ (86,502,043) | $ (81,629,714) |
Noncontrolling interests | (50,354) | 35,933 |
Cash equivalents | 0 | 0 |
Asset impairment charges | $ 0 | $ 0 |
Shares considered antidilutive | 2,710,107 | 2,030,448 |
Amortization of deferred financing costs | $ 144,683 | $ 118,147 |
Government contract revenue | 886,572 | 762,417 |
Derivative liabilities | 0 | 0 |
Research and development expenses | 782,000 | 1,028,000 |
DARPA [Member] | ||
Government contract revenue | 863,011 | 6,308,777 |
Battelle | ||
Government contract revenue | 23,561 | 131,530 |
ESI [Member] | ||
Noncontrolling interests | $ (50,354) | $ 35,933 |
2. PROPERTY AND EQUIPMENT (Deta
2. PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Furniture and office equipment, at cost | $ 394,395 | $ 385,088 |
Accumulated depreciation | (358,357) | (328,997) |
Furniture and office equipment, net | $ 36,038 | $ 56,091 |
2. PROPERTY AND EQUIPMENT (De32
2. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 29,000 | $ 28,000 |
3. Patents (Details)
3. Patents (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 211,645 | $ 211,645 |
Accumulated amortization | (117,484) | (108,320) |
Finite-Lived Intangible Assets, Net | $ 94,161 | $ 103,325 |
3. Patents (Details Narrative)
3. Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of patents | $ 9,000 | $ 9,000 |
Weighted average remaining life of patents | 4 years 9 months 18 days |
4. CONVERTIBLE NOTES PAYABLE (D
4. CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Convertible note, original amount | $ 527,780 | |
Convertible Notes Payable, net - Non-Current Portion | 527,780 | $ 155,229 |
Accrued interest - non-current portion | 74,036 | 21,258 |
Total Unamortized Discount | (372,551) | |
November 2014 10% Convertible Notes | ||
Convertible note, original amount | 527,780 | |
Convertible Notes Payable, net - Non-Current Portion | 527,780 | 155,229 |
Accrued interest - non-current portion | $ 74,036 | $ 21,258 |
4. CONVERTIBLE NOTES PAYABLE 36
4. CONVERTIBLE NOTES PAYABLE (Details Narrative) | 12 Months Ended | |
Mar. 31, 2016USD ($)shares$ / shares | Mar. 31, 2015USD ($)shares | |
Interest and debt expense | $ (573,782) | $ (452,276) |
Amortization of deferred financing costs | 144,683 | 118,147 |
Proceeds from convertible notes payable | 0 | 415,000 |
Deferred finance costs | 27,641 | 82,324 |
Unamortized debt discount | 372,551 | |
Loss on debt conversion | 0 | (2,753,989) |
Convertible Debt [Member] | ||
Interest and debt expense | 52,778 | 24,625 |
Amortization of debt discounts | 372,550 | 155,230 |
Amortization of deferred financing costs | $ 570,011 | 118,147 |
Convertible into common stock shares | shares | 94,246 | |
Beneficial conversion feature | 287,647 | |
November 2014 10% Convertible Notes | ||
Amortization of deferred financing costs | $ 62,308 | |
Debt face amount | $ 527,780 | |
Stated interest rate | 10.00% | |
Debt maturity date | Jun. 1, 2016 | Apr. 1, 2016 |
Proceeds from convertible notes payable | $ 415,000 | |
Deferred finance costs | 112,780 | |
Conversion price | $ / shares | $ 5.60 | |
November 2014 10% Convertible Notes | Warrants | ||
Unamortized debt discount | 240,133 | |
Amended and Restated Series A 12% Convertible notes | ||
Convertible notes payable balance | 0 | |
Notes converted into common stock, value | 885,000 | |
Amended and Restated Series A 12% Convertible notes | Weiner Family Trust | ||
Loss on debt conversion | $ (1,791,421) | |
Restricted stock issued for services, stock issued | shares | 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 | shares | 51,837 | |
Loss on debt conversion | $ (663,209) | |
Restricted stock issued for services, stock issued | shares | 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 | shares | 112,500 |
5. EQUITY TRANSACTIONS (Details
5. EQUITY TRANSACTIONS (Details - Warrant activity) - Warrants - $ / shares | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Warrants outstanding, beginning balance | 1,430,738 | 1,414,190 |
Warrants granted | 746,657 | 806,478 |
Warrants exercised | (12,049) | (590,659) |
Warrants cancelled/forfeited | (1,252) | (199,271) |
Warrants outstanding, ending balance | 2,164,094 | 1,430,738 |
Warrants exercisable | 2,164,094 | 1,430,738 |
Outstanding, Weighted Average Exercise Price | $ 6.84 | $ 5 |
Granted, Weighted Average Exercise Price | 6.30 | 8.46 |
Exercised, Weighted Average Exercise Price | 2.15 | 4.29 |
Cancelled/Forfeited, Weighted Average Exercise Price | 2.10 | 7.11 |
Outstanding Weighted Average Exercise Price | 6.68 | 6.84 |
Exercisable, Weighted Average Exercise Price | 6.68 | 6.84 |
Warrants Weighted average estimated fair value of warrants granted | $ 5.11 | $ 11.83 |
5. EQUITY TRANSACTIONS (Detai38
5. EQUITY TRANSACTIONS (Details - Warrant assumptions) - Warrants - $ / shares | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risk free interest rate, minimum | 0.79% | |
Risk free interest rate, maximum | 2.29% | |
Risk free interest rate | 1.70% | |
Average expected term | 5 years | 7 years |
Expected Volatility Rate, Minimum | 87.80% | |
Expected volatility rate | 98.60% | |
Expected Volatility Rate, Maximum | 107.40% | |
Expected dividends | $ 0 | $ 0 |
5. EQUITY TRANSACTIONS (Detai39
5. EQUITY TRANSACTIONS (Details - Warrants exercisable) - Warrants - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Warrants outstanding | 2,164,094 | 1,430,738 | 1,414,190 |
Weighted Average Exercise Price, outstanding | $ 6.68 | $ 6.84 | $ 5 |
Warrants exercisable | 2,164,094 | ||
$5.00 or Below | |||
Warrants outstanding | 515,533 | ||
Weighted Average Remaining Life (Years) | 2 years 9 months 11 days | ||
Weighted Average Exercise Price, outstanding | $ 2.63 | ||
Warrants exercisable | 515,533 | ||
Weighted Average Exercise Price, exercisable | $ 2.63 | ||
$5.20 - $9.00 | |||
Warrants outstanding | 1,351,622 | ||
Weighted Average Remaining Life (Years) | 3 years 10 months 6 days | ||
Weighted Average Exercise Price, outstanding | $ 6.46 | ||
Warrants exercisable | 1,351,632 | ||
Weighted Average Exercise Price, exercisable | $ 6.46 | ||
$9.65 - $15.00 | |||
Warrants outstanding | 296,929 | ||
Weighted Average Remaining Life (Years) | 3 years 8 months 16 days | ||
Weighted Average Exercise Price, outstanding | $ 14.70 | ||
Warrants exercisable | 296,929 | ||
Weighted Average Exercise Price, exercisable | $ 14.70 |
5. EQUITY TRANSACTIONS (Detai40
5. EQUITY TRANSACTIONS (Details - Option activity) - Stock Options - $ / shares | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock options Outstanding, beginning balance | 501,690 | 522,668 |
Stock options granted | 0 | 59,453 |
Stock options exercised | 0 | (1,000) |
Stock options cancelled/forfeited | (63,143) | (79,431) |
Stock options outstanding, ending balance | 438,547 | 501,690 |
Stock options exercisable | 388,414 | 418,923 |
Outstanding, Weighted Average Exercise Price | $ 11 | $ 12.50 |
Granted, Weighted Average Exercise Price | 9.50 | |
Exercised, Weighted Average Exercise Price | 9.50 | |
Cancelled/Forfeited, Weighted Average Exercise Price | 11.45 | 18.76 |
Outstanding Weighted Average Exercise Price | 10.94 | 11 |
Exercisable, Weighted Average Exercise Price | 11.53 | 12 |
Stock options Weighted average estimated fair value of warrants granted | $ 9.50 |
5. EQUITY TRANSACTIONS (Detai41
5. EQUITY TRANSACTIONS (Details - Option assumptions) - Stock Options | 12 Months Ended |
Mar. 31, 2015$ / shares | |
Risk free interest rate | 2.60% |
Average expected life | 10 years |
Expected volatility | 90.23% |
Expected dividends | $ 0 |
5. EQUITY TRANSACTIONS (Detai42
5. EQUITY TRANSACTIONS (Details - Options exercisable) - Stock Options - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Stock options outstanding | 438,547 | 501,690 | 522,668 |
Outstanding Weighted Average Exercise Price | $ 10.94 | $ 11 | $ 12.50 |
Stock options exercisable | 388,414 | 418,923 | |
Stock options exercisable Weighted Average Exercise Price | $ 11.53 | $ 12 | |
$3.80 - $9.50 [Member] | |||
Stock options outstanding | 190,547 | ||
Weighted Average Remaining Life (Years) | 7 years 8 months 12 days | ||
Outstanding Weighted Average Exercise Price | $ 6.03 | ||
Stock options exercisable | 140,414 | ||
Stock options exercisable Weighted Average Exercise Price | $ 5.91 | ||
$12.50 [Member] | |||
Stock options outstanding | 163,000 | ||
Weighted Average Remaining Life (Years) | 4 years 4 months 21 days | ||
Outstanding Weighted Average Exercise Price | $ 12.50 | ||
Stock options exercisable | 163,000 | ||
Stock options exercisable Weighted Average Exercise Price | $ 12.50 | ||
$18.00 - $20.50 [Member] | |||
Stock options outstanding | 85,000 | ||
Weighted Average Remaining Life (Years) | 2 years 7 days | ||
Outstanding Weighted Average Exercise Price | $ 12.50 | ||
Stock options exercisable | 85,000 | ||
Stock options exercisable Weighted Average Exercise Price | $ 19.03 |
5. EQUITY TRANSACTIONS (Detai43
5. EQUITY TRANSACTIONS (Details - Stockbased Compensation) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Total Stock-Based Compensation | $ 202,844 | $ 416,481 |
Stock Options | ||
Total Stock-Based Compensation | $ 202,844 | $ 416,481 |
5. EQUITY TRANSACTIONS (Detai44
5. EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
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. | |||
Unrecognized stock option expense | $ 139,139 | |||
Weighted average remaining vesting period | 8 months 9 days | |||
2000 Stock Option Plan | ||||
Shares available for future issuance | 9,800 | |||
2010 Stock Incentive Plan | ||||
Shares authorized | 3,170,000 | |||
Shares available for issuance | 3,028,845 | |||
2012 Directors Compensation Program [Member] | ||||
Options granted | 0 | 11,053 | ||
Accredited Investor [Member] | ||||
Stock issued upon conversion of warrants | 5,292 | |||
Two Investors [Member] | ||||
Proceeds from issuance of common stock and warrants | $ 14,766 | |||
Stock issued upon conversion of warrants | 6,757 | |||
Common Stock and Warrants [Member] | 18 Accredited Investors [Member] | ||||
Stock sold new, shares issued | 952,383 | |||
Proceeds from issuance of common stock and warrants | $ 5,591,988 | |||
Common Stock and Warrants [Member] | Roth [Member] | ||||
Stock issuance cost | 285,512 | |||
Expense reimbursement | $ 75,000 |
6. RELATED PARTY TRANSACTIONS (
6. RELATED PARTY TRANSACTIONS (Details Narrative) | Mar. 31, 2016USD ($) |
Related Party Transactions Details Narrative | |
Accrued unpaid Board fees | $ 116,000 |
7. OTHER CURRENT LIABILITIES (D
7. OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Other Liabilities, Current [Abstract] | ||
Accrued interest | $ 74,038 | $ 21,258 |
Other accrued liabilities | 62,657 | 64,473 |
Total other current liabilities | $ 136,695 | $ 85,731 |
8. INCOME TAXES (Details - Defe
8. INCOME TAXES (Details - Deferred tax assets) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Deferred tax assets: | ||
Capitalized research and development | $ 3,442,000 | $ 3,442,000 |
Net operating loss carryforwards | 20,126,000 | 17,927,000 |
Total deferred tax assets | 23,568,000 | 21,369,000 |
Total deferred tax liabilities | 0 | 0 |
Net deferred tax assets | 23,568,000 | 21,369,000 |
Valuation allowance for deferred tax assets | (23,568,000) | (21,369,000) |
Net deferred tax assets | $ 0 | $ 0 |
8. INCOME TAXES (Details - Prov
8. INCOME TAXES (Details - Provision for income taxes) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Tax Disclosure [Abstract] | |||
Income taxes (benefit) at federal statutory rate of 34% | $ (1,686,000) | $ (2,373,000) | |
State income tax, net of federal benefit | (298,000) | (418,000) | |
Tax effect on non-deductible expenses and credits | 69,000 | 1,524,000 | |
Change in valuation allowance | [1] | 1,915,000 | 1,267,000 |
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. |
8. INCOME TAXES (Details Narrat
8. INCOME TAXES (Details Narrative) | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Net operating loss beginning expiration date | Dec. 31, 2023 |
Uncertain tax positions | $ 0 |
Federal | |
Net operating loss carryforwards | 52,000,000 |
State | |
Net operating loss carryforwards | $ 41,000,000 |
9. DARPA CONTRACT AND RELATED50
9. DARPA CONTRACT AND RELATED REVENUE RECOGNITION (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 863,011 | $ 863,011 |
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 M6 [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 186,164 | |
Milestone 2.5.1.1 [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 186,164 | |
Milestone 2.5.2.2 [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 296,964 | |
Milestone 2.6.1.1 [Member] | ||
Revenue Recognition, Milestone Method [Line Items] | ||
Revenue Recognition, Milestone Method, Revenue Recognized | $ 193,719 |
10. Segments (Details)
10. Segments (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 886,572 | $ 762,417 |
Operating Losses | (4,384,834) | (3,992,853) |
Net Losses | (4,958,616) | (6,979,494) |
Cash | 2,123,737 | 855,596 |
Total Assets | 2,556,757 | 1,380,588 |
Capital Expenditures | 9,307 | 0 |
Depreciation and Amortization | 38,524 | 37,352 |
Interest Expense | 573,782 | 349,923 |
Aethlon | ||
Revenues | 886,572 | 762,417 |
Operating Losses | (3,953,402) | (3,081,169) |
Net Losses | (4,527,184) | (6,067,810) |
Cash | 2,114,285 | 721,689 |
Total Assets | 2,503,327 | 1,159,910 |
Capital Expenditures | 9,307 | 0 |
Depreciation and Amortization | 18,943 | 17,770 |
Interest Expense | 573,782 | 349,923 |
ESI [Member] | ||
Revenues | 0 | 0 |
Operating Losses | (431,432) | (911,684) |
Net Losses | (431,432) | (911,684) |
Cash | 9,452 | 13,390 |
Total Assets | 53,430 | 220,678 |
Capital Expenditures | 0 | 0 |
Depreciation and Amortization | 19,581 | 19,582 |
Interest Expense | $ 0 | $ 0 |
12. COMMITMENTS AND CONTINGEN52
12. COMMITMENTS AND CONTINGENCIES (Details -Rent) | Mar. 31, 2016USD ($) |
Operating lease payments year 2017 | $ 114,216 |
Operating lease payments year 2018 | 78,156 |
Operating lease payments year 2019 | 21,446 |
9635 Granite Ridge Drive [Member] | |
Operating lease payments year 2017 | 75,512 |
Operating lease payments year 2018 | 78,156 |
Operating lease payments year 2019 | 21,446 |
11585 Sorrenty Valley Road [Member] | |
Operating lease payments year 2017 | 38,704 |
Operating lease payments year 2018 | 0 |
Operating lease payments year 2019 | $ 0 |
12. COMMITMENTS AND CONTINGEN53
12. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 144,000 | $ 167,000 |